ASSET PURCHASE AND
FORBEARANCE AGREEMENT

ASSET PURCHASE AND FORBEARANCE AGREEMENT (the "AGREEMENT") dated as of the close of business on May 31, 1997 (the "EFFECTIVE DATE") by and among KETCHUM COMMUNICATIONS, INC., a Pennsylvania corporation (the "COMPANY") and THINK NEW IDEAS, INC., a Delaware corporation (the "PURCHASER").

WITNESSETH:

WHEREAS, the Company wishes to sell, and the Purchaser wishes to purchase, certain of the assets of the Company relating to its advertising business in Los Angeles, California being conducted under the Fathom trade name (the "BUSINESS"), subject to certain of the Company's liabilities, upon the terms and subject to the conditions of this Agreement; and

WHEREAS, the Purchaser is desirous of servicing the Oracle account (the "ACCOUNT") now being serviced by the Business and the Company is agreeable to permit the Purchaser to service the Account, upon the terms and subject to the conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

ARTICLE I 
SALE AND PURCHASE OF ASSETS AND FORBEARANCE AGREEMENT

SECTION 1.1 ASSETS TRANSFERRED. The Company hereby sells, transfers, conveys, assigns and delivers to the Purchaser, and the Purchaser hereby purchases, all right, title and interest of the Company in and to the following assets of the Business (the "ASSETS"), free and clear of all liens and encumbrances:

(i) all job orders and work-in-process relating to the Account;

(ii) the accounts receivable of the Business relating to the Account reflected on the Closing Date Balance Sheet (as defined in Section 1.2);

(iii) all contracts, agreements and commitments of the Business relating to the Account; and

(iv) the books, files and records of the Business relating to the Account.

Except as set forth above, the Company is not transferring, and the Purchaser is not acquiring, any other assets of the Company.

SECTION 1.2 ASSUMED LIABILITIES. Within 30 days after the Closing, the Purchaser shall deliver to the Company an unaudited balance sheet of the Business as at the Effective Date (the "CLOSING DATE BALANCE Sheet"), setting forth the Assets to be acquired and the liabilities to be assumed by the Company (the "ASSUMED LIABILITIES"). The Closing Date Balance Sheet shall be prepared in accordance with generally accepted accounting principles consistently applied. In consideration of the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, the Purchaser hereby assumes and agrees to pay, perform and discharge when due the Assumed Liabilities.

SECTION 1.3 FORBEARANCE AGREEMENT. The Company agrees that as of the Effective Date, the Business will cease to render services to the Account and hereby acknowledges the right of the Purchaser or one of its subsidiaries to commence rendering services to the Account. In connection therewith and inconsideration of the delivery to it at the Closing (as defined in Section l.5 below) of 120,000 shares of common stock, par value$.0001 per share of the Purchaser (the "ISSUED STOCK"), the Company hereby agrees (i) to waive any and all rights that it may have to render services to the Account on and after the Effective Date, (ii) to receive any compensation in respect of any notice period under the terms of its agency-client agreement with the Account and (iii) not to commence any proceeding, assert any claim, pursue any legal action or seek recovery of any kind whatsoever against the Purchaser and any of its subsidiaries with respect to or in anyway relating to the Account as of the Effective Date.

SECTION 1.4 CLOSING. The Closing under this Agreement (the "CLOSING") shall be deemed to have taken place at the close of business on May 31, 1997, at the offices of Davis& Gilbert, 1740 Broadway, New York, New York 10019. Such date is herein referred to as the "CLOSING DATE".

SECTION 1.5 FURTHER ASSURANCE; POST CLOSING COOPERATION. All transactions at the Closing shall be deemed to have taken place simultaneously. The Company will, from time to time, at the request of the Purchaser, whether at or after the Closing Date, execute and deliver such instruments of conveyance and assignment, as the Purchaser or its counsel may reasonably require for the effective conveyance and transfer of the Assets to the Purchaser, and the Company will assist the Purchaser in the collections and reduction to possession of the Assets. Following the Closing, each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of tax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority (as defined in Section 2.3.1), (iv) the determination or enforcement of the rights and obligations of any Indemnified Party (as defined in Section 5.5) or (v) in connection with any actual or threatened action or proceeding.

ARTICLE II
REPRESENTATIONS OF THE COMPANY

The Company represents, warrants and agrees to and with the Purchaser as follows:

SECTION 2.1 EXISTENCE AND GOOD STANDING. The Company is a corporation duly organized and validly existing under the laws of the State of Pennsylvania, with full corporate power and authority to own its property and to carry on its business all as and in the places where such properties are now owned or operated or such business is now being conducted.

SECTION 2.2 EXECUTION AND VALIDITY OF AGREEMENT. The Company has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all required corporate action on behalf of the Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Purchaser, constitute the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms.

SECTION 2.3 NON-CONTRAVENTION; APPROVALS AND CONSENTS.

2.3.1 NON-CONTRAVENTION. The execution, delivery and performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby, do not (a) violate, conflict with or result in the breach of any provision of the Articles of Incorporation or By-laws of the Company, or (b) result in the violation by the Company of any statute, law, rule, regulation or ordinance (collectively, "LAWS"), or any judgment, decree, order, writ, permit or license (collectively, "ORDERS"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "GOVERNMENTAL OR REGULATORY AUTHORITY"), applicable to the Company or any of the Assets or (c) conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, or require the Company to obtain any consent, approval or action of, make any filing with or give any notice to, or result in or give to any Person (as defined in Section 6.3 below) any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any lien upon any of the Assets, under any of the terms, conditions or provisions of any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (collectively, "INSTRUMENTS") to which the Company is a party or by which the Company or any of its assets or properties is bound.

2.3.2 APPROVALS AND CONSENTS. No consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Instrument to which the Company is a party or its assets (including without limitation, the Assets) or properties is bound for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the transactions contemplated hereby.

SECTION 2.4 LITIGATION. There is no action, suit, proceeding at law or in equity by any Person, or any arbitration or any administrative or other proceeding by or before (or to the best knowledge, information and belief of the Company, any investigation by) any Governmental or Regulatory Authority, pending or, to the best knowledge, information and belief of the Company, threatened, against the Company with respect to the Assets, this Agreement or the transactions contemplated hereby.

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