ASSET PURCHASE AGREEMENT

Execution Copy

ASSET PURCHASE AGREEMENT

by and among

OpenTV Corp.,

OpenTV Advertising Holdings, Inc.,

CAM Systems, L.L.C.,

StarNet, L.P.,

StarNet Management, L.L.C.,

and the Members of CAM Systems, L.L.C. and StarNet Management, L.L.C.

Dated as of September 7, 2005

TABLE OF CONTENTS

ASSET PURCHASE AGREEMENT

               This ASSET PURCHASE AGREEMENT (this “ Agreement ”), is entered into September 7, 2005, by and between OpenTV Corp., a company organized under the Laws of the British Virgin Islands (“ Parent ”), OpenTV Advertising Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Purchaser ”), CAM Systems, L.L.C., a Delaware limited liability company (“ CAMS ”), StarNet, L.P., a Pennsylvania limited partnership (“ StarNet ,” and together with CAMS, “ Sellers ”), StarNet Management, L.L.C., a Pennsylvania limited liability company (“ StarNet LLC ”), H. Chase Lenfest and H. F. Lenfest (together the “ Lenfest Members ”), and HCL Family Holdings, L.P., a Pennsylvania limited partnership (“ HCL Holdings ” and, together with the Lenfest Members, the “ Members ”).

Recitals

               WHEREAS, the Members are the sole members of CAMS and the Lenfest Members are the sole members of StarNet LLC; and

               WHEREAS, StarNet is solely managed by StarNet LLC, which is the sole general partner of StarNet and has as its sole limited partners the Members; and

               WHEREAS, CAMS owns all of the assets related to, and operates, the following:

               WHEREAS, StarNet owns all of the assets related to, and operates, the following:

               WHEREAS, ETB, ESM, NMI, AAA and certain other assets referred to in Section 2 of this Agreement, collectively constitute the “ Business ”; and

               WHEREAS, the parties hereto desire that Sellers sell, transfer, convey and assign to Purchaser, free and clear of any and all encumbrances, all of the assets, properties, interest and rights of Sellers used, held for use, under development for or intended to be used in, or derived from the Business, and that Purchaser purchase and acquire the same, subject to the assumption by Purchaser of certain of the liabilities and obligations of Sellers relating to the Business (other than the Excluded Assets (defined below)), upon the terms and subject to the conditions hereinafter set forth (the “ Transaction ”).

               NOW THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

          1.1 Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

               “ Action ” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

               “ Adjustment Date ” means March 7, 2006.

               “ Advision ” means the integrated traffic and billing system operated by Parent under the trade name “Advision.”

               “ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. For purposes of this definition, the term “control” (including its correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

               “ Assigned Contracts ” means those Contracts listed on Section 1.1(a) of the Sellers Disclosure Letter, and all Contracts listed, or required to be listed, in Section 4.6(a)(iv) or Section 4.7(a) of the Sellers Disclosure Letter.

               “ Broadway Business ” means the integrated traffic and billing, sales management and program management software system designed and operated to manage national advertising inventory for cable programming networks.

               “ Business Day ” means any day that is not a Saturday, Sunday, or other day that banks in New York, New York are authorized or required by law to remain closed.

               “ Ceiling Value ” means $3.3324 subject to Section 2.6(a)(v)(6).

               “ Claims ” means any and all claims, demands or causes of actions.

               “ Code ” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

               “ Comcast ” means Comcast Corporation.

               “ Comcast Media Center ” means NDTC Inc. dba Comcast Media Center.

               “ Commission ” means the Securities and Exchange Commission and the staff of the Securities and Exchange Commission.

               “ Contract ” means any contract, agreement, license, lease, sales or purchase order or other legally binding commitment, whether written or oral.

               “ Employee Benefit Plan(s) ” means any and all “employee pension benefit plans” (as defined in Section 3(2) of ERISA, whether or not U.S. law applies), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA, whether or not U.S. law applies) and all other benefit plans (including all employment, bonus, deferred compensation, part-time, incentive compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, “phantom” stock, performance, stock bonus, paid time off, perquisite, fringe benefit, vacation, severance or other plan, program, policy, arrangement or understanding (whether or not legally binding) whether or not subject to the provisions of ERISA) that are maintained or contributed to, or required to be maintained or contributed to, by Sellers or an ERISA Affiliate for the benefit of any current or former employee, consultant or contractor of Sellers or any ERISA Affiliate.

               “ Environmental Laws ” means any federal, state, local or foreign Law, statute, rule or regulation or the common law relating to the environment, the management of hazardous or toxic substances, the protection of natural resources or wildlife, or occupational or public health and safety, including the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended and the federal Occupational Safety and Health Act of 1970, as amended, and any state or foreign Law counterpart.

               “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

               “ ERISA Affiliate ” means any entity that is required to be treated as a single employer together with either Seller under Section 414 of ERISA.

               “ Escrow Agent ” means Guardian Trust Company, FSB.

               “ Escrow Agreement ” means the escrow agreement to be entered into among Parent, Purchaser, Sellers and the Escrow Agent at the Closing in substantially the form attached as Exhibit A .

               “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

               “ Floor Value ” means $2.4993 subject to Section 2.6(a)(v)(6).

               “ GAAP ” means accounting principles generally accepted in the United States, applied in a manner consistent with the most recently issued financial statements of the Person to whom any GAAP reference may be made.

               “ Governmental Authority ” means any nation or government, any federal, state, local, municipal, foreign or other political subdivision, any government or quasi-governmental entity of any nature, thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

               “ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

               “ Indebtedness ” means, with respect to any Person, without duplication (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), (i) every liability of such Person (A) for borrowed money, (B) evidenced by notes, bonds, debentures or other similar instruments (whether or not negotiable), (C) for reimbursement of amounts drawn under letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person, (D) issued or assumed as the deferred purchase price of property or services (excluding accounts payable) or (E) relating to a capitalized lease obligation and all debt attributable to sale/leaseback transactions of such Person; and (ii) every liability of others of the kind described in the preceding clause (i) that such Person has guaranteed or which is otherwise its legal liability.

               “ Indemnified Person ” means, with respect to any Loss, the Person seeking indemnification hereunder.

               “ Indemnifying Person ” means, with respect to any Loss, the Person from whom indemnification is being sought hereunder.

               “ Injunction ” means any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority of competent jurisdiction.

               “ Intellectual Property ” shall mean all domestic or foreign rights in, to and concerning: (i) inventions and discoveries (whether patented, patentable or unpatentable and whether or not reduced to practice), including ideas, research and techniques, technical designs, and specifications (written or otherwise), improvements, modifications, adaptations, and derivations thereto, and patents, patent applications, inventor’s certificates, and patent disclosures, together with divisions, continuations, continuations-in-part, revisions, reissuances and reexaminations thereof; (ii) trademarks, service marks, brand names, certification marks, collective marks, d/b/a’s, trade dress, logos, symbols, trade names, assumed names, fictitious names, corporate names and other indications or indicia of origin, including translations, adaptations, derivations, modifications, combinations and renewals thereof; (iii) published and

unpublished works of authorship, whether copyrightable or not (including databases and other compilations of data or information), copyrights therein and thereto, moral rights, and rights equivalent thereto, including but not limited to, the rights of attribution, assignation and integrity; (iv) trade secrets, confidential and/or proprietary information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, schematics, designs, discoveries, drawings, prototypes, specifications, hardware configurations, customer and supplier lists, financial information, pricing and cost information, financial projections, and business and marketing methods plans and proposals), collectively “Trade Secrets”; (v) computer software, including programs, applications, source and object code, data bases, data, models, algorithms, flowcharts, tables and documentation related to the foregoing; (vi) other similar tangible or intangible intellectual property or proprietary rights, information and technology and copies and tangible embodiments thereof (in whatever form or medium); (vii) all applications to register, registrations, restorations, reversions and renewals or extensions of the foregoing; (viii) internet domain names; and (ix) all the goodwill associated with each of the foregoing and symbolized thereby; and (x) all other intellectual property or proprietary rights and claims or causes of action arising out of or related to any infringement, misappropriation or other violation of any of the foregoing, including rights to recover for past, present and future violations thereof.

               “ Jointly-Owned Intellectual Property ” means that specified intellectual property set forth on Schedule 2.3 as to which each of Sellers and Purchaser shall have full, unfettered and indefeasible rights of ownership, each without further rights to any derivative or other use that the other party may make of such Jointly-Owned Intellectual Property from and after the Closing Date; provided , however , that Jointly-Owned Intellectual Property shall include only such intellectual property existing on the Closing Date and shall not include any modifications or enhancements thereof, or derivative works thereon, created after the Closing Date unless otherwise agreed to in writing by the party creating such modifications, enhancements or derivative works.

               “ Law ” means any foreign, federal, state or local statute, law, ordinance, regulation, administrative regulations, administrative act, rule, code, judgment, order, requirement or rule, including common law and supranational acts.

               “ Leased Property ” means the office space in the building located at 12980 Saratoga Avenue, Suite C, Saratoga, California 95070 leased by CAMS pursuant to the Lease, dated as of January 14, 2002, and amended as of March 8, 2002, between CAMS, as tenant, and Saratoga Office Center Partners LLC, a California limited liability company, as landlord.

               “ Legal Proceeding ” means any private or governmental claim, action, suit, complaint, arbitration, mediation, legal or administrative proceeding or investigation.

               “ Liabilities ” means any and all debts, liabilities, commitments and obligations of any kind or nature, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising, reported or claimed under any Law, Action or Governmental Order.

               “ Lien ” means any mortgage, pledge, hypothecation, charge, assignment, encumbrance, easement, lease, sublease, covenant, right of way, option, claim, restriction, lien (statutory or other) or security interest of any kind or nature whatsoever. For purposes of this Agreement, executory obligations owed by one Person to another Person under an agreement between those two Persons shall not be deemed to constitute a “Lien” by reason solely of such outstanding obligations under the referenced agreement.

               “ Lock-Up Agreement ” means the agreement to be entered into at closing by Parent, Purchaser, Sellers and each Member in substantially the form attached as Exhibit B .

               “ Material Adverse Effect ” as to any Person or business means any circumstance, change or effect that is or could reasonably be expected to be materially adverse to the business, assets, liabilities, obligations, financial condition, results of operations or prospects of such Person or business; provided , however , in no event shall any effect that results from changes affecting the industry in which such Person or business operates generally (which changes in each case do not disproportionately affect such Person or business in any material respect) be taken into account in determining whether there has been a Material Adverse Effect on such Person or business.

               “ Parent Class A Stock ” means the Class A Ordinary Shares, no par value, of Parent, or, if applicable, the class of common stock or ordinary shares of Parent into which the Class A Ordinary Shares, no par value, of Parent may hereafter be converted by reason of any reclassification, recapitalization, split-up, stock combination, exchange of shares, readjustment or otherwise.

               “ Parent Class A Stock Adjustment Value ” means, as of the Adjustment Date, the average of the last sale prices (or, if on any day no sale price is reported, the average of the quoted high bid and low ask prices on such day) of a share of Parent Class A Stock on the Relevant Market on each of the twenty consecutive trading days immediately preceding the third trading day prior to the Adjustment Date.

               “ Parent Class A Stock Value ” as of any date means the average of the last sale prices (or, if on any day no sale price is reported, the average of the quoted high bid and low ask prices on such day) of a share of Parent Class A Stock on the Relevant Market on each of the ten consecutive trading days immediately preceding the third trading day prior to such date.

               “ Parent Class B Stock ” means the Class B Ordinary Shares, no par value, of Parent.

               “ Parent Preference Stock ” means the Series C Preference Shares, no par value, of Parent.

               “ Permitted Liens ” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (a) Liens for Taxes, assessments, and governmental charges or levies not yet due and payable; (b) Liens imposed by Law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar Liens arising in the ordinary course of business securing obligations that (i) are not overdue for a period of more than thirty (30) days and (ii) are not in excess of $5,000 in the

case of a single property or $25,000 in the aggregate at any time; (c) pledges or deposits to secure obligations under workers’ compensation Laws or similar legislation or to secure public or statutory obligations; (d) Liens arising under conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; and (e) rights reserved to any Governmental Authority to regulate the affected Asset, including zoning laws and ordinances, none of which, individually or in the aggregate, adversely affect or interfere with the right or ability to own, use, dispose of or operate any of the Assets.

               “ Person ” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

               “ Relevant Market ” means the Nasdaq Stock Market (or, if the Parent Class A Stock is not traded on the Nasdaq Stock Market, such other securities exchange or national market system on which such stock is traded).

               “ Registration Rights Agreement ” means the registration rights agreement to be entered into by Parent, Sellers and the Members at the Closing in substantially the form attached as Exhibit C .

               “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

               “ Sellers Disclosure Letter ” means the disclosure letter, dated as of the date hereof, delivered by Sellers to Purchaser.

               “ Sellers Representative ” means H. Chase Lenfest, or any person appointed to replace H. Chase Lenfest as Sellers Representative as evidenced by writing delivered to Purchaser and signed by both Sellers.

               “ Service ” means any of ETB, ESM, or NMI.

               “ Sublease ” means the lease to be entered into by Purchaser and CAMS in respect of a portion of the Leased Property at the Closing in substantially the form attached as Exhibit D .

               “ Sublease Space ” means the space to be leased by Sellers to Purchaser pursuant to the Sublease.

               “ Subsidiary ” when used with respect to any Person, means any corporation or other organization, whether incorporated or unincorporated, of which such Person or any other Subsidiary of such Person is a general partner or at least 50% of the securities or other interests having by their terms ordinary voting power to elect at least 50% of the Board of Directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person, by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.

               “ Tax ” or “ Taxes ” means any federal, state, local or foreign income, gross receipts, net wealth, net worth, equity, sales, use, turnover, ad valorem, value-added, environmental,

capital, unitary, intangible, franchise, profits, license, withholding, payroll, employment, social security contribution, excise, severance, stamp, transfer, real estate transfer, occupation, premium or property tax, customs duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed with respect thereto.

               “ Tax Return ” means any return, statement, report or form required to be filed or submitted to any Governmental Authority in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Law relating to any Tax.

               “ Transaction Documents ” means (a) this Agreement, (b) the Lock-up Agreement, (c) the Registration Rights Agreement, (d) the Escrow Agreement, (e) the Sublease, (f) the Transition Services Agreement and (g) any certificates or other documents delivered by any party hereto at the Closing.

               “ Transition Services Agreement ” means the Transition Services Agreement to be entered into by Purchaser and Sellers on the Closing Date which sets forth the terms and conditions by which Sellers will provide or cause to be provided to Purchaser services to facilitate the transition of the Business from Sellers to Purchaser and the continued uninterrupted operation of the Business during such transition, in substantially the form attached as Exhibit F .

               1.2 Additional Definitions . The following additional terms have the meaning ascribed thereto in the Section indicated below next to such term:

          1.3 Terms Generally . Defined terms used in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The words “herein”, “hereof” and “hereunder” and words of similar import refer to this Agreement (including the Exhibits and Schedules) in its entirety and not to any part hereof unless the context shall otherwise require. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless the context shall otherwise require, any references to any agreement or other instrument or statute or regulation are to it as amended and supplemented from time to time (and, in the case of a statute or regulation, to any successor provisions). Any reference in this Agreement to a “day” or number of “days” (without the explicit qualification of “Business Day”) shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day.

ARTICLE II

CLOSING AND PURCHASE PRICE

          2.1 Sale and Transfer of the Assets . Subject to the terms and conditions of this Agreement, on the Closing Date, Sellers will sell, convey, transfer, assign and deliver to Purchaser, and Purchaser will purchase, acquire and accept from Sellers, all of Sellers’ right, title and interest in and to all of the business, properties, rights, claims and assets of Sellers to the extent that they are used, held for use or intended to be used in the operations of the Business, as the same shall exist on the Closing Date (collectively, the “ Transferred Assets ”), free and clear of any Liens, other than Permitted Liens. The Transferred Assets include, but are not limited to, the following:

          (a) ETB;

          (b) ESM;

          (c) NMI;

          (d) AAA, other than such advanced advertising applications that have been developed specifically for or are used in the Broadway Business;

          (e) all tangible personal property (other than tangible personal property identified in the Transition Services Agreement which are to be used in the Business only during the term of the Transition Services Agreement in order to facilitate the provision of services thereunder), including all machinery, equipment, furniture, software, and hardware, used, held for use or intended to be used in the Business, including all tangible personal property listed on Schedule 2.1(e) ;

          (f) all items, in addition to tangible personal property referenced in Section 2.1(e), listed on Schedule 2.1(e);

          (g) subject to Section 2.3, all Intellectual Property used, held for use or intended to be used in the Business including all Intellectual Property listed on Sections 4.6(a)(i), (ii), (iii) and (viii) of the Sellers Disclosure Letter;

          (h) subject to Section 2.3, all products developed or under development for use in or derived from any of the assets described in subsection (a), (b), (c) or (d) of this Section 2.1, including the Bigfoot project;

          (i) all rights of Sellers under the Assigned Contracts;

          (j) all transferable licenses, permits, orders, indemnifications, approvals and other authorizations by, and any applications for any of the foregoing filed with, any Governmental Authority used, held for use or intended to be used in or relating to the Business or the Transferred Assets;

          (k) all books and records (other than records for Sellers’ Taxes not of the type specified in Section 2.10 that are applicable to any of the Transferred Assets), relating to the Business or the Transferred Assets, including sales literature, product information, employment records relating to the Business Employees and files and other information and/or data related to or used by Sellers in, or that arise out of, the operation of the Business (the “ Records ”);

          (l) all notes, drafts and accounts receivable, or portions thereof, arising out of the Transferred Assets for periods after the Closing Date;

          (m) except as provided in Section 2.2(f), all causes of action, claims and rights against third parties that relate to the Transferred Assets or the Business, including all warranties and guaranties received from vendors, suppliers or manufacturers with respect to the Transferred Assets or the Business other than those that are in the process of being prosecuted or affirmatively pursued by Sellers, if any, as of the Closing Date as set forth on Schedule 2.1(m) ;

          (n) all goodwill appurtenant to the Transferred Assets or the Business and the right to represent to third parties that Purchaser is the successor to the Business; and

          (o) all rights in and to products sold or leased (including products returned after the Closing and rights of rescission, replevin and reclamation) in the operation or conduct of the Business.

          2.2 Assets Not Transferred . Notwithstanding anything herein to the contrary, the following assets are not included in the Transferred Assets and shall be retained by Sellers (the “ Excluded Assets ”):

          (a) all rights of Sellers in any real property leased by Sellers, except as provided in the Sublease;

          (b) subject to Section 2.3, the assets of the Broadway Business (“ Broadway Business Assets ”);

          (c) all cash and cash equivalent items, including checking accounts, bank accounts, lock box numbers, certificates of deposit, time deposits, securities, and the proceeds of accounts receivable, including uncashed checks in payment thereof, that relate to the operation of the Business, and performance of services, by the Sellers prior to the Closing Date;

          (d) rights to or claims for refunds or rebates of Taxes and other governmental charges for periods ending on or prior to the Closing Date and the benefit of net operating loss carryforwards, carrybacks or other credits of Seller;

          (e) proprietary or confidential business information, records and policies that relate generally to Sellers and are not used, held for use, intended to be used in or otherwise necessary to conduct the Business, including organization manuals, and Sellers’ Tax records and related information;

          (f) all causes of action, claims, demands, rights and privileges against third parties that relate to any of the other Excluded Assets or any of the Excluded Liabilities, including causes of action, claims and rights under insurance policies relating thereto;

          (g) all other assets, tangible and intangible, that relate generally to Sellers and are not used, held for use, intended to be used in or otherwise necessary to the operation of the Business, including, without limitation, any record interest of StarNet in the real property located at 1332 Enterprise Drive, West Chester, Pennsylvania, StarNet’s interest in StarNet Holdings, Inc. and MDVX, Inc. (f/k/a Media DVX, Inc.), and the assets identified in the Transition Services Agreement which are to be used in the Business only during the term of the Transition Services Agreement in order to facilitate the provision of services thereunder; and

          (h) except as otherwise provided in Article VII, all assets in respect of any Employee Benefit Plan maintained by Sellers.

          2.3 Jointly-Owned Intellectual Property .

          Each of Sellers and Purchaser shall retain equal, undivided interests in the Jointly-Owned Intellectual Property with full rights to use, display, modify, reproduce, transfer, distribute, make, have made, sell, import, and create derivative works. None of the Jointly-Owned Intellectual Property owned by one party shall be deemed a derivative or enhancement of the other party, and neither Sellers nor Purchaser shall (or permit any successor to) claim any rights

to, or interests in, any of the Jointly-Owned Intellectual Property retained by the other; provided , however , that each of Sellers and Purchaser shall cooperate fully to effect the intent and perfect the intended ownership structure set forth herein to the extent necessary from and after the Closing Date. Any modification, enhancement or derivative work of the Jointly-Owned Intellectual Property shall be solely owned by the Person creating such modification, enhancement or derivative work.

          2.4 Assumed and Excluded Liabilities .

          (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform and discharge when due, all obligations of Sellers arising under the Assigned Contracts after the Closing Date, to the extent such obligations do not arise as a result of a breach of, or default under, an Assigned Contract prior to the Closing (collectively, the “ Assumed Liabilities ”).

          (b) Notwithstanding anything herein or in any other Transaction Document to the contrary, and regardless of any disclosure to Purchaser, other than the Assumed Liabilities, Purchaser shall not assume or be liable for any liabilities, obligations or commitments of Sellers, whether known or unknown, absolute, contingent, accrued or otherwise, and whether arising before or after the Closing (the “ Excluded Liabilities ”), all of which shall be retained and paid, performed and discharged when due by Sellers.

          2.5 Closing .

          (a) The closing (the “ Closing ”) of the purchase and sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be held at the offices of Baker Botts L.L.P., 30 Rockefeller Plaza, New York, New York 10112-4498. The date on which the Closing shall occur, which shall be the same date on which this Agreement is executed by all the parties hereto, is hereinafter referred to as the “ Closing Date .” The Closing shall be deemed to occur as of the close of business on the Closing Date.

          2.6 Consideration .

          (a) As consideration for the acquisition of the Transferred Assets, Purchaser (or, in the case of any issuance of Parent Class A Stock, Parent on behalf of Purchaser) shall:

          (i) On the Closing Date, deliver to Sellers an amount in cash equal to $5,000,000 (“ Initial Cash Amount ”), subject to the adjustments, if any, required by Section 2.6(b) (the “ Closing Cash ”);

          (ii) On the Closing Date, assume the Assumed Liabilities;

          (iii) On the Closing Date, deliver to Sellers’ Representative a certificate in the name of the Sellers’ Representative representing a number of shares of Parent Class A Stock equal to $12,000,000 divided by the Parent Class A Stock Value as of the Closing Date (the “ Closing Shares ”), subject to the adjustments, if any, required by Section 2.6(a)(v) below;

          (iv) On the Closing Date, deliver to the Escrow Agent to be held and distributed in accordance with the terms of the Escrow Agreement a certificate in the name of the Escrow Agent representing a number of shares of Parent Class A Stock equal to $2,500,000, calculated in the same manner as set forth in clause (iii) above (the “ Escrow Shares ” and together with the Closing Shares, the “ Gross Consideration Shares ”), subject to the adjustments, if any, required by Section 2.6(a)(v) below;

          (v) On the Adjustment Date, the Gross Consideration Shares shall be adjusted in the manner set forth in the following subparagraphs of this Section 2.6(a)(v):

          (b) The Initial Cash Amount shall be increased or decreased, as required, to effectuate the proration of revenues and expenses as of the Closing Date, as set forth on Schedule 2.6(b) . Schedule 2.6(b) also sets forth a list of accounts receivable relating to periods before and after the Closing Date. If either Seller receives any payments in respect of any of the Assigned Contracts for services provided, or technology licensed, under those Assigned Contracts in respect of periods after the Closing Date, then such Seller shall hold such amount in trust for the benefit of Purchaser and shall pay such amount within ten days of receipt to Purchaser in accordance with the allocations set forth in Schedule 2.6(b) . If Purchaser receives any payments in respect of any of the Assigned Contracts for services provided, or technology licensed, under those Assigned Contracts in respect of periods prior to the Closing Date, then Purchaser shall hold such amount in trust for the benefit of Sellers and shall pay such amount within ten days of receipt to Sellers in accordance with the allocations set forth in Schedule 2.6(b) . If, and to the extent that, a payment or accounts receivable in respect of an Assigned Contract relates to any period prior to the Closing Date is not received, is delinquent, or is otherwise due, then, in such event, from and after the Closing Date, Purchaser shall be the sole party responsible for, and with authority to, pursue any claims in respect of such amounts against any customer as provided in Section 6.4, and shall allocate any collected funds received in respect of such accounts receivable in a manner consistent with the allocation referred to in this Section 2.6(b) and Schedule 2.6(b) . Purchaser shall use commercially reasonable efforts to collect the accounts receivable and shall in good faith seek to collect accounts receivable not in dispute at the respective stated values thereof. So long as Purchaser and Parent are using their commercially reasonable efforts to collect the accounts receivable in a diligent manner consistent with the efforts undertaken with respect to all other receivables of Parent and Purchaser, except for the causes of action identified on Schedule 2.1(m) , Sellers shall have no right to initiate or

institute any such causes of action or claims or exercise any such rights with respect to the Business or any Transferred Asset after the Closing Date unless requested by Parent.

          (c) No transfer of Parent Class A Stock to Sellers pursuant to this Agreement has been or will be registered under the Securities Act or any state securities laws, except as contemplated by the Registration Rights Agreement.

          (d) Any payment of cash required under this Agreement shall be by wire transfer of immediately available funds to an account designated in writing by the party entitled to such payment at least 2 Business Days prior to the required payment date.

          (e) All deliveries of cash or Parent Class A Stock required to be made to Sellers (including any shares of Parent Class A Stock required to be delivered pursuant to Section 2.6(a)(v)) shall be delivered to Sellers Representative for further delivery to Sellers, and Sellers Representative shall assume all responsibility and liability for making such delivery. Each Seller agrees that, as between Purchaser and Parent and such Seller, delivery to Sellers Representative of any consideration due to such Seller under this Agreement or the Escrow Agreement shall constitute delivery of such consideration to such Seller.

          2.7 Sellers’ Deliveries at the Closing . At the Closing, Sellers shall deliver or cause to be delivered to Purchaser the following:

          (a) the Escrow Agreement;

          (b) the Registration Rights Agreement;

          (c) a Lock-Up Agreement entered into by Sellers and each Member;

          (d) the Sublease;

          (e) written assignment of the trademarks, tradenames, and patents, if any, in substantially the form attached as Exhibit E and all other Intellectual Property in forms reasonably acceptable to Purchaser and otherwise acceptable for filing in all relevant jurisdictions;

          (f) the Transition Services Agreement;

          (g) domain name transfer forms for camsystems.com and adspedia.net;

          (h) the Records; and

          (i) such other documents, in form and substance reasonably acceptable to Purchaser’s counsel, as Purchaser may reasonably request in order to effectively vest in Purchaser good and valid title in and to the Transferred Assets.

          2.8 Purchaser’s Deliveries at the Closing . At the Closing, Purchaser shall deliver or cause to be delivered one or more certificates representing the Escrow Shares to the Escrow Agent and shall deliver or cause to be delivered the following to Sellers:

          (a) the Closing Cash;

          (b) one or more certificates representing the Closing Shares;

          (c) the Escrow Agreement;

          (d) the Registration Rights Agreement;

          (e) the Sublease;

          (f) the Transition Services Agreement; and

          (g) such other documents, in form and substance reasonably acceptable to Sellers’ counsel, as are reasonably required by Sellers to be delivered to effectuate the transactions contemplated hereby.

          2.9 Tax Allocation . Schedule 2.9 sets forth the principles for an allocation of the aggregate consideration payable to Sellers among the Transferred Assets. Such allocations will be used by the parties as the basis for reporting asset values and other items for purposes of all required Tax Returns. Each party agrees that neither it nor any of its Affiliates will take any position inconsistent with such allocations in connection with any Tax Return, Tax filing or other matter related to Taxes, unless otherwise required by Law.

          2.10 Tax Proration . Any ad valorem, property or similar Taxes with respect to the Transferred Assets shall be prorated on a per diem basis through the close of business on the Closing Date, with Sellers being responsible for all of such prorated Taxes attributable to the period on or before the close of business on the Closing Date and Purchaser being responsible for all of such prorated Taxes attributable to the period after the close of business on the Closing Date. Promptly upon receipt, Purchaser or Sellers, as appropriate, shall provide the other with copies of all bills for such items for which the other is responsible pursuant to this Section 2.10. The resulting amount payable by Purchaser or Sellers shall be paid promptly upon demand by the party to whom such payment is owed.

          2.11 Sales Taxes . Purchaser shall pay all sales taxes imposed as a result of the transfer of the Transferred Assets by Sellers to Purchaser pursuant to this Agreement. Each Party shall otherwise pay any other taxes imposed on it by any Governmental Authority in any jurisdiction in connection with the transactions contemplated herein.

          2.12 Risk of Loss . Until the Closing, any loss of or damage to the Transferred Assets and the Business from fire, casualty or any other occurrence shall be the sole responsibility of Sellers.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF STARNET LLC AND EACH MEMBER

          StarNet LLC and each Member represent and warrant to Parent and Purchaser, solely as to itself or himself, as applicable, as of the date hereof and as of the Closing Date, as follows:

          3.1 Partnership Interest . StarNet LLC is the sole general partner of StarNet and each Member is the record and beneficial owner of a limited partner interest in StarNet free and clear of all Liens. Except for the Members, StarNet has no other partners or equity participants.

          3.2 Member Interests . Each Member is the record and beneficial owner of a member interest in CAMS and each Lenfest Member is the record and beneficial owner of a member interest in StarNet LLC, in each case, free and clear of all Liens. HCL Holdings is the record and beneficial owner of an approximate 22.4% membership interest in CAMS. The sole general partner of HCL Holdings is Lenfest Enterprises 2, L.L.C., whose sole member and sole manager is H. Chase Lenfest. The Members constitute the sole members of CAMS.

          3.3 Authority; No Conflicts; Approval .

          (a) StarNet LLC and each Member has full power, legal capacity and authority to enter into this Agreement and to perform his obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by StarNet LLC and each Member and, assuming due execution and delivery and valid authorization by the other parties hereto, is a valid and binding obligation of StarNet LLC and each Member, enforceable against StarNet LLC and each Member in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies).

          (b) The execution, delivery and performance by StarNet LLC and each Member of this Agreement does not, and of the other Transaction Documents to which it is a party will not, (i) conflict with or violate any Law, rule, regulation, order, writ, judgment, Injunction, decree, determination or award applicable to StarNet LLC and each Member, or (ii) result in any breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Lien on the interests of StarNet LLC or any Member in StarNet LLC or either Seller, as applicable, pursuant to any Contract to which StarNet LLC or any Member is a party or by which the interests of StarNet LLC or any Member in StarNet LLC or either Seller, as applicable, is bound or affected, except, in the case of clause (ii) as, individually or in the aggregate, have not resulted, and would not reasonably be expected to result, in a Material Adverse Effect on StarNet LLC, either Seller, or the Business or a material adverse effect on the ability of StarNet LLC, any Member or either Seller to consummate the transactions contemplated by this Agreement.

          (c) StarNet LLC and each Member, acting in each capacity in which it or he is entitled under the organizational or governing documents of StarNet LLC and each Seller, as applicable, has voted in favor of, consented to, or otherwise authorized the execution, delivery and performance of this Agreement by StarNet LLC and each Seller.

          3.4 No Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby

based upon arrangements made by or on behalf of StarNet LLC or any Member that is or will become an Assumed Liability or will otherwise be payable by Parent or Purchaser.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLERS

          Sellers hereby, jointly and severally, represent and warrant to Parent and Purchaser, as of the date hereof and as of the Closing Date, as follows:

          4.1 Authority; No Conflicts; Governmental Consents; Corporate Matters.

          (a) CAMS (i) is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware and (ii) has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

          (b) StarNet (i) is a limited partnership duly formed, validly existing and in good standing under the Laws of the Commonwealth of Pennsylvania and (ii) has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

          (c) StarNet LLC (i) is a limited liability company duly formed, validly existing and in good standing under the Laws of the Commonwealth of Pennsylvania and (ii) has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

          (d) Each Seller has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and consummate the transactions contemplated hereby. The execution, delivery and performance by Sellers of this Agreement and the consummation by each Seller of the transactions contemplated hereby have been duly and validly authorized by the Members and StarNet LLC and by all other necessary action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and, assuming due execution and delivery and valid authorization by Parent and Purchaser, is a valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies).

          (e) The execution, delivery and performance by each Seller of this Agreement does not, and of the other Transaction Documents to which it is a party will not, (i) violate or conflict with the organizational or governing documents of each Seller, (ii) conflict with or violate any Law, rule, regulation, order, writ, judgment, Injunction, decree, determination or award applicable to each Seller or by which any of the assets or properties of the Business are bound or affected, or (iii) result in any breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Lien (other than Permitted Liens) on the

          Transferred Assets pursuant to, any Contract to which a Seller is a party or by which any of the Transferred Assets are bound or affected, except for the consents, approvals, authorizations, and acknowledgements set forth on Section 4.1(e) of the Sellers Disclosure Letter.

          (f) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or notification to, any Governmental Authority is required to be obtained or made by or with respect to each Seller in connection with the execution and delivery of the Transaction Documents or the consummation of the transactions contemplated hereby or thereby, except as set forth in Section 4.1(f) of the Sellers Disclosure Letter.

          (g) Except as set forth in Section 4.1(g) of the Sellers Disclosure Letter, no Seller holds, nor has ever held, any interest in any other Person and no part of the Business is owned by or conducted through any Person other than Sellers and their employees. No Person other than StarNet LLC and the Members holds any interest, or has any right or option to acquire any interest, in Sellers.

          4.2 Financial Statements; Absence of Changes .

          (a) Section 4.2(a) of the Sellers Disclosure Letter contains true and complete copies of (i) the unaudited balance sheet (including any related notes thereto) of each Seller for the Business as of December 31, 2004 and the related unaudited income statement of each Seller for the Business for the year ended December 31, 2004 (together the “ December 31 Financials ”), (ii) the unaudited balance sheet (including any related notes thereto) of each Seller for the Business as of March 31, 2005 and the related unaudited income statement of each Seller for the Business for the three month period ended March 31, 2005 (together the “ March 31 Financials ”), and (iii) the unaudited balance sheet (including any related notes thereto) of each Seller for the Business as of June 30, 2005 (the “ Sellers Balance Sheet ”) and the related unaudited income statement of each Seller for the Business for the three month period ended June 30, 2005 (together with the Sellers Balance Sheet, the “ June 30 Financials ”, and collectively with the December 31 Financials and the March 31 Financials, the “ Sellers Financials ”). Sellers Financials have not been prepared in accordance with GAAP, however, the March 31 Financials the June 30 Financials have been prepared on a basis consistent with the basis on which the December 31 Financials were prepared, and the June 30 Financials fairly present, in all material respects, the financial condition and results of operations of the Business.

          (b) Except as disclosed in the Sellers Balance Sheet or as disclosed in Section 4.2(b) of the Sellers Disclosure Letter, neither Seller has any Liabilities which are, individually or in the aggregate, material to the Business, results of operations or financial condition of such Seller, except for Liabilities incurred since the date of the Sellers Balance Sheet in the ordinary course of business consistent with past practices that are not, individually or in the aggregate, material to either Seller or Liabilities incurred pursuant to this Agreement.

          (c) Except as disclosed in Section 4.2(c) of the Sellers Disclosure Letter, since June 30, 2005, the Business has been conducted in the ordinary course of business and consistent with past practice, and, since such date, there has not been any event or circumstance that has resulted, or would reasonably be expected to result in, a Material Adverse Effect on either Seller or the Business.

          (d) The Sellers Financials were prepared in accordance with the books of account and records of Sellers for the Business. The books of account and records of Sellers for the Business are true and complete in all material respects and fairly reflect all the material properties, assets, liabilities and transactions of each Seller on a basis consistent with preceding periods and throughout the respective periods covered by Sellers Financials. All fees, charges, costs and expenses of any nature whatsoever (including, without limitation, insurance premiums, reorganization or restructuring costs, utility charges, office, maintenance, labor, and income, property, payroll and other taxes) associated with the ownership, leasing, operation, maintenance and management of the Business and the Transferred Assets have been in all material respects fully and properly charged and reflected in the books of account and records of Sellers for the Business and in the Sellers Financials, and such books of account and records and the Sellers Financials do not, because of the provision of services or the bearing of costs and expenses by any other Person or for any other reason, understate in any material respect the true costs and expenses of conducting the Business.

          4.3 Taxes . Except as disclosed in Section 4.3 of the Sellers Disclosure Letter, (i) Sellers have filed or caused to be filed all Tax Returns of Sellers, which have become due (taking into account valid extensions of time to file), and have paid or caused to be paid all Taxes due thereon, with respect to the Business, in each case to the extent Parent or any of its Subsidiaries would incur liability under a successor liability (or similar) statute for failure to file such Tax Returns or pay such Taxes by reason of its acquisition of the Transferred Assets, (ii) each Tax Return described in (i), to the extent relating to the Transferred Assets, was true, complete and correct in all material respects, (iii) there are no outstanding Tax Liens that have been filed by any Tax authority against the Transferred Assets except for Taxes that are not yet due and payable; and (iv) no claims are being asserted or have been raised with respect to any Taxes relating to the Transferred Assets.

          4.4 Assets Other than Real Property Interests .

          (a) Sellers have good title to all of the Transferred Assets, tangible and intangible, free and clear of all Liens except Permitted Liens. All Transferred Assets are in reasonable operating condition and repair, reasonable wear and tear excepted, and are suitable and adequate for use in the ordinary course of business and conform to all applicable Laws. Upon the Closing, Purchaser will indefeasibly own and hold good title to the Transferred Assets free and clear of any Liens except Permitted Liens.

          (b) The Transferred Assets comprise all the assets employed by Sellers in connection with the Business, and none of the Broadway Business Assets, except for the Jointly-Owned Intellectual Property, are necessary or desirable for the operation of the Business. Schedule 2.1(e) sets forth a complete list of all tangible personal property used,

held for use or intended to be used in the Business. The Transferred Assets and the assets identified in the Transition Services Agreement which are to be used in the Business only during the term of the Transition Services Agreement in order to facilitate the provision of services thereunder are the only assets of Sellers necessary or desirable for the conduct of the Business immediately following the Closing in substantially the same manner as currently conducted. After the Closing, Sellers will not (i) hold any assets or properties used, held for use or intended to be used in the Business other than the Jointly-Owned Intellectual Property or (ii) otherwise participate in the conduct of the Business.

          4.5 Real Property Interests.

               (a) Section 4.5(a) of the Sellers Disclosure Letter sets forth a complete and accurate list of all real property leased or subleased by each Seller. Neither Seller owns any real property; a list of all real property owned by Sellers, if any, since 2000 is set forth on Section 4.5(a) of Sellers Disclosure Letter.

               (b) CAMS’s lease for the space that includes the Sublease Space is legal, valid, binding, enforceable and in full force and effect and represents the entire agreement between the landlord and Sellers with respect to such space. Neither CAMS nor, to the knowledge of CAMS, any other party to such lease is in breach or default in respect of such lease, and, to the knowledge of CAMS, no event has occurred that, with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration under such lease. The Sublease Space is adequate for the conduct of the Business presently conducted therefrom by CAMS.

          4.6 Patents, Trademarks and Other Rights .

               (a) List of Patents, Trademarks and Similar Rights . Section 4.6(a) of the Sellers Disclosure Letter sets forth a complete and accurate lists and status of:

                    (i) all foreign and domestic Intellectual Property registrations and issued or granted patents, or if a registration or patent has not been issued or granted, all pending and abandoned applications for patents, and all applications to register trademarks, trade names, service marks, copyrights and domain names, and all extensions, renewals, restorations, revivals, resuscitations, continuations, continuations-in-part, divisionals, reissues, and reexaminations thereof, as well as all invention disclosure records for which Sellers have not filed for patent protection, which a Seller owns or in which a Seller claims or can claim ownership and which pertains to the Business;

                    (ii) all products, including computer software or technology, commercially sold or licensed by a Seller and all types of services commercially provided by each Seller which pertain to the Business;

                    (iii) any computer software and software applications in development by or owned by a Seller which pertains to the Business;

                    (iv) all agreements (“ Inbound Agreements ”) under which any Intellectual Property used, held for use, intended for use in, or otherwise necessary to operate, any aspect of the Business, is licensed or sublicensed by a Seller from others or otherwise permitted by other Persons to use, indicating the parties to each such agreement (other than “shrinkwrap,” “clickwrap” or other commercial, off-the-shelf licenses), and agreements under which any such software has been or is required to be escrowed;

                    (v) all agreements (“ Outbound Agreements ”) pursuant to which a Seller has granted, or has an obligation to grant, any rights in, to or concerning any Intellectual Property used, held for use, intended for use in, or otherwise necessary to operate, any aspect of the Business, including assignments, covenants-not-to-sue or assert, licenses (exclusive or nonexclusive) or sublicenses, releases, grant-backs, cross-licenses, confidentiality or escrow arrangements, indemnification, and all settlement, consent or coexistent agreements involving any such Intellectual Property;

                    (vi) all contracts and agreements that include any licenses, grantbacks, covenants not to sue, or other provisions that relinquish, limit, or otherwise affect rights to enforce any Intellectual Property used, held for use, intended for use in, or otherwise necessary to operate, any aspect of the Business, that is owned, controlled, or licensable by a Seller, or that in any way define or characterize ownership of such Intellectual Property, including integration agreements, hardware porting kits, and any agreement with any multiple system operator or Person controlled by or Affiliated with a multiple system operator;

                    (vii) all agreements to which a Seller or any Affiliate of a Seller is a party, or otherwise subject to, and which pertains to the Business, with or involving any standards setting bodies or organizations, including Cable Television Laboratories, Inc. (“ CableLabs ”), the Society Of Cable Television Engineers, or similar organizations, and any open source compacts and/or other standards developing community agreement, including but not limited to the Java-related JCP/JSPA/JSPA2/JSR242 agreements; and

                    (viii) all other Intellectual Property (not identified pursuant to clauses (i)-(vii) above) which pertains to the Business.

               (b) Free Title and Liens . Sellers own exclusively (except for any Jointly-Owned Intellectual Property identified as such on Schedule 2.3 or as described in Sections 4.6(d)(iii) and 4.6(d)(iv) of the Sellers Disclosure Letter with respect to any Company Owned Intellectual Property subject to an agreement pursuant to which the applicable contributor has agreed to assign all of his rights to the applicable Seller but no formal assignment has been obtained as of the Closing Date) all of the Intellectual Property identified and indicated in Sections 4.6(a)(i), (ii), and (iii) of the Sellers Disclosure Letter (the “ Company Owned Intellectual Property ,” which for purposes of this representation shall be deemed to include references to the Jointly-Owned Intellectual Property). Except as set forth in Section 4.6(b) of the Sellers Disclosure Letter:

                 (i) with respect to the Company