CONTRIBUTION AGREEMENT

CONTRIBUTION AGREEMENT



AGREEMENT, dated as of March 18, 1998, between CyberShop International, Inc., a Delaware corporation (the "Company"), and each of the parties whose names appear on Schedule A attached hereto and made a part hereof ("Schedule A") (hereinafter referred to individually as a "Member" and collectively as the "Members").



W I T N E S S E T H:



WHEREAS, as of the date hereof, each Member owns Membership Interests ("Membership Interests") in CyberShop, L.L.C., a New Jersey limited liability company (the "LLC");



WHEREAS, each Member has agreed to contribute all of its Membership Interests (the "Contribution"), the number of which Membership Interests is set forth next to such Member's name on Schedule A (the "Contributed Interests"), in exchange for the number of shares of par value $.001 common stock of the Company set forth next to such Member's name on Schedule A (the "Shares"); and



WHEREAS, upon the consummation of the Contribution, the LLC will become a wholly-owned subsidiary of the Company.



NOW, THEREFORE, in consideration of the premises and the mutual representations and covenants herein contained and for other good and valuable consideration, the parties hereto agree as follows:



1. Subject to the terms and conditions hereof, the Company hereby agrees to issue to











each Member and each Member hereby agrees to accept, in exchange for all of such Member's Contributed Interests, the number of Shares set forth next to such Member's name on Schedule A.



2. Upon execution and delivery of this Agreement: (a) each Member shall deliver to the Company at the Company's offices located at 130 Madison Avenue, New York, NY 10016 the certificate(s) representing all of such Member's Contributed Interests with such evidence of authority to transfer as shall be necessary to transfer such Contributed Interests; and (b) the Company shall deliver to each Member a certificate representing the number of Shares set forth opposite such Member's name on Schedule A.



3. Each Member severally and not jointly or jointly and severally represents and warrants to the Company as follows:



(a) Such Member is the sole owner of such Member's Contributed Interests free and clear of any liens, claims, security interests, and encumbrances of any kind or nature whatsoever and will have the complete power to transfer and deliver the Contributed Interests to the Company, as contemplated in Paragraph 2 of this Agreement, free and clear of all liens, claims, security interests, and encumbrances.



(b) The execution, delivery and performance by such Member of this Agreement are within the powers of such Member, have been duly authorized and will not constitute or result in a breach or default under, violation of, or conflict with, any law, statute, rule, regulation, ordinance, order, judgment, injunction, decree, or other similar restriction, or any contract, agreement, lease, mortgage, deed of trust, instrument, permit or other undertaking, to which such Member is a party or by which such Member is bound, and, in respect of Genesis Direct Inc. and Big Wave, NV, will not violate any provisions of its articles of incorporation, by-laws or similar











instruments. The signature of such Member on this Agreement is genuine, and the signatory has legal competence and capacity to execute the same, and in respect of Genesis Direct Inc.; Big Wave, NV; Jeffrey S. Tauber, Grantor Retained Annuity Trust; Jane S. Tauber, Grantor Retained Annuity Trust; Trustees of General Electric Pension Trust; Porridge LLC (f.k.a. Porridge Partners II); and Cairnton Partnership, the signatory has been duly authorized to execute the same, and this Agreement constitutes a legal, valid and binding obligation of such Member, enforceable in accordance with its terms.



(c) Such Member or such Member's representative has had full and complete access to the officers and directors of the Company and to such business, financial, or other information concerning the Company which such Member or such Member's representative deemed necessary or appropriate to make a determination to enter into this Agreement and to effect the Contribution.



(d) Such Member or such Member's representative has such knowledge and experience in financial and business matters and is capable of utilizing the information that is available to such Member or such Member's representative concerning the Company to evaluate the merits and risks of an investment in the Company and such Member is able to bear the economic risk of such investment.



(e) Such Member has been advised that the Shares being issued to such Member hereunder have not been registered under the Securities Act of 1933, as amended (the "Act"), nor has the Company agreed to so register any Shares, except as provided in that certain Registration Rights Agreement dated as of October 18, 1996, by and among the Trustees of General Electric Pension Trust, Leonard J. Fassler, Gerald A. Poch, Porridge LLC and CyberShop L.L.C. and Amendment No. 1 dated as of June 3, 1997 thereto (the "Registration Rights











Agreement"), and, accordingly, such shares are restricted securities, as such term is used in the Act, and such Member will not be able to sell or otherwise dispose of the Shares, unless they are subsequently registered under the Act or an exemption from the registration requirements thereunder is available.



(f) The Shares acquired by such Member hereunder are being acquired for such Member's sole benefit and account, for purposes of investment only and with no present intent to sell or view to distribute the same.



(g) Such Member acknowledges that the Contribution may involve tax consequences. Such Member acknowledges that it must retain its own professional advisors to evaluate the tax and other consequences of the Contribution.



(h) Except as provided on Schedule B hereto, such Member represents that it is not a "member" of the National Association of Securities Dealers, Inc. (the "NASD") or a "person associated with a member" and that it does not have any association or other affiliation, through share ownership or otherwise, with a member of the NASD within the meaning of the NASD Conduct Rules.



4. The Company represents and warrants to each Member as follows:



(a) It is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.



(b) The Company has the corporate power and has taken all necessary corporate action to execute, deliver and perform this Agreement and to enable it to issue the Shares. The Shares to be issued by the Company hereunder will be duly authorized and, upon issuance to each Member pursuant to this Agreement, are duly and validly issued and outstanding, fully paid, and











non-assessable.



(c) The execution, delivery and performance by the Company of this Agreement will not constitute or result in a breach or default under, violation of, or conflict with, its Certificate of Incorporation or By-laws or any contract, agreement, lease, mortgage, deed of trust, instrument, or permit or other undertaking to which it is a party or by which it is bound, or any law, statute, rule, regulation, ordinance, order, judgment, injunction, decree, or other restriction.



5. The representations and warranties given by each Member and the Company as set forth in Paragraphs 3 and 4 hereof shall survive the execution hereof and the consummation of the transactions contemplated hereby.



6. Each Member severally and not jointly or jointly and severally covenants to the Company that such Member shall not sell, transfer, or otherwise dispos ...