Table Of Contents

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1.		SALE OF ASSETS; RELATED TRANSACTIONS					1
		1.1		Sale of Assets			1
		1.2		Purchase Price			2
		1.3		Post-Closing Adjustment			4
		1.4		Sales Taxes			5
		1.5		Allocation			5
		1.6		Closing			6
		1.7		Sale and Assignment of Core Domain Names			7
2.		REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP					7
		2.1		Due Organization; No Subsidiaries; Etc.			8
		2.2		Certificates of Incorporation and Bylaws; Records			8
		2.3		Capitalization			8
		2.4		Financial Statements			8
		2.5		Absence Of Changes			9
		2.6		Title To Assets			9
		2.7		[Reserved]			10
		2.8		[Reserved]			10
		2.9		Material Relationships			10
		2.10		Inventory			10
		2.11		Equipment, Etc.			10
		2.12		Real Property			10
		2.13		Intellectual Property			10
		2.14		Contracts			12
		2.15		Liabilities; Major Suppliers			13
		2.16		Compliance with Legal Requirements			14
		2.17		Governmental Authorizations			14
		2.18		Tax Matters			15
		2.19		Employee And Labor Matters			16
		2.20		Employee Benefit Plans and Compensation			17
		2.21		Environmental Matters			18
		2.22		Sale of Products			19

Table Of Contents
(continued)

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		2.23		Publishing, etc.			19
		2.24		Insurance			19
		2.25		Related Party Transactions			20
		2.26		Certain Payments, Etc.			20
		2.27		Proceedings; Orders			20
		2.28		Authority; Binding Nature Of Agreements			21
		2.29		Non-Contravention; Consents			21
		2.30		Brokers			21
		2.31		Full Disclosure			22
3.		REPRESENTATIONS AND WARRANTIES OF THE BUYER GROUP					22
		3.1		Organization; Authority; Binding Nature of Agreement			22
		3.2		SEC Filings; Financial Statements			22
		3.3		Absence Of Changes			22
		3.4		Non-Contravention; Consents			23
		3.5		Brokers			23
		3.6		Full Disclosure			23
4.		INDEMNIFICATION, ETC.					23
		4.1		Survival of Representations			23
		4.2		Indemnification by the Seller Group			25
		4.3		Indemnification by the Buyer Group			25
		4.4		Satisfaction of Claims			26
		4.5		Baskets			26
		4.6		Notice to Indemnifying Party; Third Party Claims			26
		4.7		Exercise of Remedies by Buyer Group Indemnitees			27
		4.8		Exercise of Remedies by Seller Group Indemnitees			27
5.		CERTAIN POST-CLOSING COVENANTS					28
		5.1		Further Actions			28
		5.2		Collection and Processing of Seller Group A/R and Seller Group A/P			28
		5.3		Seller Groups Obligation to Remit Funds			30
		5.4		Publicity			30

Table Of Contents
(continued)

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		5.5		Change Of Name			30
		5.6		Effect of Event of Default under Secured Notes			30
		5.7		Buyer Groups Obligation to Provide Insurance			31
		5.8		Secondment Period; Subject Seller Group Employees			31
		5.9		Other Covenants			32
		5.10		Acknowledgement of Receipt of the Escrow Notes			32
6.		MISCELLANEOUS PROVISIONS					32
		6.1		Agent			32
		6.2		Further Assurances			33
		6.3		Fees and Expenses			33
		6.4		Attorneys Fees			33
		6.5		Notices			33
		6.6		Time Of The Essence			34
		6.7		Headings			34
		6.8		Counterparts			34
		6.9		Governing Law; Submission to Jurisdiction			34
		6.10		Successors And Assigns; Parties In Interest			34
		6.11		Remedies Cumulative; Specific Performance			35
		6.12		Waiver			35
		6.13		Amendments			35
		6.14		Severability			35
		6.15		Entire Agreement			35
		6.16		No Third-Party Beneficiaries			36

ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement is entered into as of November 8, 2005, by and among: LPI Media Inc. (LPI) and SpecPub, Inc. (SP), each a Delaware corporation; Triangle Marketing Services, Inc. (TMS), a Delaware corporation and wholly owned subsidiary of LPI (collectively with LPI and SP, the Seller Group and each a Seller Group Entity); PlanetOut Inc. (Parent), a Delaware corporation; and Vulcan Acquisition Corp. (LPI Acquisition Sub) and SpecPub Acquisition Corp. (SP Acquisition Sub), each, 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. Dan Renberg, Eugene Kapaloski and Jim Franklin (collectively, the Stockholders) are the sole stockholders of LPI and SP;

     B. The Stockholders and the Seller Group wish to provide for the sale of substantially all of the assets of the Seller Group to the Buyer Group and the assumption of certain liabilities of the Seller Group by 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. The Seller Group hereby sells, assigns, transfers, conveys and delivers to the Buyer Group, good and valid title to the Assets (as defined below) other than the Core Domain Names, and agrees to sell, assign, transfer, convey and deliver the Core Domain Names in accordance with Section 1.7 hereof, in each case, free of any Encumbrances (other than Ordinary Course Liens, as defined in Section 2.14 below, or as specifically disclosed in the Disclosure Schedule), on the terms and subject to the conditions set forth in this Agreement and in manner set forth below in this Section 1.1(a). For purposes of this Agreement, Assets shall mean and include: (a) all of the assets specifically identified on Exhibit B-1 attached hereto and all of the other properties, rights, interests and other tangible and intangible assets of LPI (wherever located and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP) (collectively, the LPI Assets), which LPI Assets shall be sold, assigned, transferred, conveyed and delivered by LPI to LPI Acquisition Sub; (b) all of the assets specifically identified on Exhibit B-2 attached hereto and all of the other properties, rights, interests and other tangible and intangible assets of TMS (wherever located and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP) (collectively, the TMS Assets), which TMS Assets shall be sold, assigned, transferred, conveyed and delivered by TMS to LPI Acquisition Sub; and (c) all of the assets specifically identified on Exhibit B-3 attached hereto (collectively, the SP Assets) and all of the other properties, rights, interests and other tangible and intangible assets of SP (wherever located and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP), which SP Assets shall be sold, assigned, transferred, conveyed and delivered by SP to SP Acquisition Sub; provided, however, that notwithstanding the foregoing, the Assets shall not include any of the following (collectively, the Excluded Assets): (x) any of the assets of the Seller Group identified on Exhibit C attached hereto; (y) any cash or cash equivalents of the Seller Group; or (z) any accounts receivable of the Seller Group as of 11:59 P.M., local California time on November 7, 2005 (the Cutoff Time), as shown on the Seller Group A/R Schedule delivered at the

Closing pursuant to Section 1.6(b)(xvii) hereof (the Seller Group A/R). Without limiting the generality of the foregoing, the Assets shall include, to the extent not otherwise constituting Excluded Assets:

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

          (b) all advertising and promotional materials owned by or licensed to the Seller Group;

          (c) all Seller Group IP, to the extent assignable at (or, as contemplated under Section 5.1 hereof, following) the Closing (including the Intellectual Property and Intellectual Property Rights specifically identified in Part 2.13 of the Disclosure Schedule);

          (d) all rights of the Seller Group under the Seller Group Contracts, to the extent assignable at (or, as contemplated under Section 5.1 hereof, following) the Closing (including all office leases, equipment leases, printing Contracts, licensing agreements and all of the other Seller Group Contracts identified in Part 2.14 of the Disclosure Schedule), other than accounts receivable of the Seller Group as of the Cutoff Time;

          (e) all Governmental Authorizations held by the Seller Group, to the extent assignable at (or, as contemplated under Section 5.1 hereof, following) the Closing (including specifically the Governmental Authorizations identified in Part 2.17 of the Disclosure Schedule);