Table Of Contents

						Page
1.		SALE OF ASSETS; RELATED TRANSACTIONS					1
		1.1		Sale of Assets			1
		1.2		Purchase Price; Other Payments at Closing			2
		1.3		Post-Closing Adjustment			3
		1.4		Sales Taxes			4
		1.5		Allocation			4
		1.6		Closing			5
		1.7		Earn-Out			6
		1.8		Registration Rights			9
2.		REPRESENTATIONS AND WARRANTIES OF SELLER					10
		2.1		Due Organization; No Subsidiaries; Etc			10
		2.2		Articles of Incorporation and Bylaws; Records			10
		2.3		Capitalization			11
		2.4		Financial Statements			11
		2.5		Absence Of Changes			11
		2.6		Title To Assets			13
		2.7		Material Relationships			13
		2.8		Equipment, Etc.			13
		2.9		Real Property			13
		2.10		Intellectual Property			13
		2.11		Contracts			14
		2.12		[Reserved]			16
		2.13		Liabilities			16
		2.14		Compliance with Legal Requirements			17
		2.15		Governmental Authorizations			17
		2.16		Tax Matters			18
		2.17		Employee And Labor Matters			19
		2.18		Employee Benefit Plans and Compensation			20
		2.19		Environmental Matters			22
		2.20		[Reserved]			23

 i

Table Of Contents
(CONTINUED)

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		2.21		Performance Of Services			23
		2.22		Insurance			23
		2.23		Related Party Transactions			24
		2.24		Proceedings; Orders			24
		2.25		Authority; Binding Nature Of Agreements			25
		2.26		Non-Contravention; Consents			25
		2.27		Brokers			26
		2.28		Full Disclosure			26
3.		REPRESENTATIONS AND WARRANTIES OF THE BUYER GROUP					26
		3.1		Organization; Authority; Binding Nature of Agreement			26
		3.2		Valid Issuance			26
		3.3		Full Disclosure			27
4.		REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER					27
		4.1		Authority; Binding Nature of Agreement			27
		4.2		Agreement			27
		4.3		Other Matters			27
5.		PRE-CLOSING COVENANTS OF PARENT, STOCKHOLDER AND SELLER					27
		5.1		Operation Of Business			27
		5.2		Filings and Consents			28
		5.3		No Negotiation			28
		5.4		Best Efforts			28
		5.5		Confidentiality			28
		5.6		Working Capital Loan			28
		5.7		Free Marketing and Promotional Activities			29
		5.8		Voting Agreement			29
		5.9		Compliance with Securities Laws; Seller Stockholder Approval			29
6.		CONDITIONS PRECEDENT TO THE BUYER GROUPS OBLIGATION TO CLOSE					30

ii.

Table Of Contents
(CONTINUED)

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		6.1		Accuracy Of Representations			30
		6.2		Performance Of Obligations			30
		6.3		Consents			30
		6.4		No Material Adverse Change			30
		6.5		Additional Documents			30
		6.6		No Proceedings			31
		6.7		No Prohibition			31
		6.8		Noncompetition Agreement			31
		6.9		Stockholder Employment Agreement			31
		6.10		Key Employee			31
		6.11		Release of Liens			31
7.		CONDITIONS PRECEDENT TO SELLERS OBLIGATION TO CLOSE					31
		7.1		Accuracy Of Representations			31
		7.2		Performance Of Obligations			32
		7.3		No Proceedings			32
		7.4		No Prohibition			32
8.		TERMINATION					32
		8.1		Termination Events			32
		8.2		Effect Of Termination			32
		8.3		Nonexclusivity Of Termination Rights			33
9.		INDEMNIFICATION, ETC					33
		9.1		Survival of Representations			33
		9.2		Indemnification by Seller			34
		9.3		Indemnification by the Buyer Group			34
		9.4		Satisfaction of Claims			35
		9.5		Baskets			35
		9.6		Defense of Third Party Claims			35
		9.7		Exercise of Remedies by Buyer Group Indemnitees			36

iii.

Table Of Contents
(CONTINUED)

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		9.8		Exercise of Remedies by Seller Indemnitees			36
10.		CERTAIN POST-CLOSING COVENANTS					36
		10.1		Further Actions			37
		10.2		Post-Closing Cooperation Re Assets and Excluded Assets			37
		10.3		Publicity			37
		10.4		Change Of Name			37
		10.5		Year-End Financial Statements			37
11.		MISCELLANEOUS PROVISIONS					37
		11.1		Further Assurances			37
		11.2		Fees and Expenses			38
		11.3		Attorneys Fees			38
		11.4		Notices			38
		11.5		Time Of The Essence			39
		11.6		Headings			39
		11.7		Counterparts			39
		11.8		Governing Law			39
		11.9		Successors And Assigns; Parties In Interest			39
		11.10		Remedies Cumulative; Specific Performance			40
		11.11		Waiver			40
		11.12		Amendments			40
		11.13		Severability			40
		11.14		Entire Agreement			40
		11.15		Dispute Resolution			40

iv.

ASSET PURCHASE AGREEMENT

          This Asset Purchase Agreement is entered into as of January 19, 2006, by and among: RSVP Productions, Inc. (Seller), a Minnesota corporation; Paul Figlmiller (Stockholder); PlanetOut Inc., a Delaware corporation (Parent); and Shuttlecraft Acquisition Corp. (Acquisition Sub), a Delaware corporation and a wholly owned subsidiary of Parent (collectively with Parent, the Buyer Group and each a Buyer Group Entity). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Recitals

     A. Stockholder is the holder of a majority of the outstanding shares of stock of Seller; and

     B. Stockholder and Seller wish to provide for the sale of substantially all of the assets of Seller to the Buyer Group on the terms set forth in this Agreement.

Agreement

     The parties to this Agreement, intending to be legally bound, agree as follows:

1. Sale of Assets; Related Transactions.

     1.1 Sale of Assets. At the Closing (as defined in Section 1.6(a) below), Stockholder and Seller shall cause to be sold, assigned, transferred, conveyed and delivered to Acquisition Sub, good and valid title to the Assets (as defined below), free of any Encumbrances, on the terms and subject to the conditions set forth in this Agreement. For purposes of this Agreement, Assets shall mean and include all of the properties, rights, interests and other tangible and intangible assets of Seller (wherever located and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP); provided, however, that the Assets shall not include any of the assets of Seller identified on Exhibit B attached hereto (the Excluded Assets). Without limiting the generality of the foregoing, the Assets shall include:

          (a) all equipment, materials, prototypes, tools, supplies, vehicles, furniture, fixtures, improvements and other tangible assets of Seller (including the tangible assets identified in Schedule 2.11);

          (b) all advertising and promotional materials possessed by Seller;

          (c) all Seller IP (including the Intellectual Property and Intellectual Property Rights identified in Schedule 2.10);

          (d) all rights of Seller under Seller Contracts (including all office leases, equipment leases, licensing agreements and all of the other Seller Contracts identified in Schedule 2.14);

          (e) all Governmental Authorizations held by Seller (including the Governmental Authorizations identified in Schedule 2.15);

          (f) claims (including claims for past infringement or misappropriation of Intellectual Property or Intellectual Property Rights) and causes of action of Seller against other Persons (regardless of whether or not asserted by Seller), and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery possessed by Seller (regardless of whether currently exercisable); and

          (g) all books, records, files and data of Seller.

     1.2 Purchase Price; Other Payments at Closing.

          (a) At the Closing, and as consideration for the sale of the Assets to the Buyer Group:

          (i) the Buyer Group shall pay to Seller an amount of cash (the Closing Cash Consideration) equal to: (1) 85% of the Purchase Price; plus (2) the Reimbursement Amount; minus (3) the Third-Party Debt Amount; minus (4) the outstanding principal and interest due at Closing under the Loan (as defined in Section 5.6 hereof); minus (5) the Accrued Vacation Amount;

          (ii) the Buyer Group shall deposit an amount of cash (the Escrow Cash) equal to 15% of the Purchase Price into an escrow account (the Escrow Account) to be established as of the Closing Date (as defined below), which Escrow Account shall be maintained in accordance with the terms of an Escrow Agreement by and among Parent, Seller and Wells Fargo, N.A. (the Escrow Agent), in substantially the form of Exhibit C (the Escrow Agreement) and shall terminate on March 31, 2007 (or such later date as may be required under the Escrow Agreement);