STOCK PURCHASE AGREEMENT

Re:

Purchase of 3,529,412 unregistered shares of the common stock of Net Perceptions, Inc., a Delaware corporation (the “Company”) upon consummation of the Asset Purchase Agreement

(a)

Authorization, Enforceability and Non-Contravention. The Equityholder has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by the Equityholder and constitutes the valid and binding obligation of the Equityholder and is enforceable in accordance with its terms. The Equityholder is not subject to any restriction or agreement which prohibits or would be violated by the execution and delivery hereof or the consummation of the transactions contemplated herein or pursuant to which the consent of any Person is required in order to give effect to the transactions contemplated herein.

(b)

Accredited Investor. The Equityholder is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act (“Regulation D”) and Equityholder has no need for liquidity of an investment in the Reinvestment Shares. The Equityholder understands that the Reinvestment Shares are being offered and sold in reliance on specific exemptions from the registration and qualification requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Equityholder’s compliance with, the representations, warranties, agreements, acknowledgements and understandings set forth herein in order to determine the availability of such exemptions and its eligibility to acquire the Reinvestment Shares.

(c)

Purchase Entirely for Own Account. The Reinvestment Shares to be received by the Equityholder hereunder will be acquired by the Equityholder for its own account, not as nominee or agent, for investment, and not with a view to, or for sale in connection with, the distribution of the Reinvestment Shares, or with any present intention of selling or otherwise disposing of all or any part of the Reinvestment Shares. The Equityholder does not have any agreement or understanding, whether or not legally binding, direct or indirect, with any other Person to sell or otherwise distribute the Reinvestment Shares. The Equityholder understands that the Reinvestment Shares are not being registered under the Securities Act because the issuance and sale of the Reinvestment Shares is intended to be exempt from registration under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder, including Regulation D, as not involving a public offering. The Equityholder acknowledges that the Reinvestment Shares cannot be sold or otherwise transferred except (A) in compliance with the terms of this Agreement and the Equityholder Lock-Up Agreement, and (B) unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended, (ii) such securities are sold pursuant to Rule 144, or (iii) the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933 or qualification under applicable state securities laws.

(d)

Restricted Securities. The Equityholder understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances and that no federal or state agency has passed upon the Reinvestment Shares or made any findings or determination as to the fairness of an investment in the Reinvestment Shares.

(e)

Investment Experience. By reason of the business and financial experience of the Equityholder and its equityholders and/or of the business and financial experience of the persons that the Equityholder has retained to advise it with respect to its investment in the Reinvestment Shares, the Equityholder has the capacity to protect its interest in investments of the nature of the Reinvestment Shares. The Equityholder has carefully evaluated its financial resources and investment position and the risks associated with this investment in the Reinvestment Shares and is able to bear the economic risks, including a total loss, of its investment in the Reinvestment Shares. The Equityholder understands that the purchase of the Reinvestment Shares involves substantial risk.

(f)

Disclosure of Information. The Equityholder and its equityholders have had the opportunity to ask questions of, and receive answers from, officers of the Company and Seller regarding the terms and conditions of this Agreement and other documents and materials, and the transactions contemplated thereby, as well as the affairs of the Company, the Acquired Business, the Purchased Assets and related matters and has been shown all corporate documents that the Equityholder and its equityholders have specifically requested. The Equityholder and its equityholders has had the opportunity to review the Company’s Annual Report on Form 10-K, including the Company’s risk factors set forth therein, for the fiscal year ended December 31, 2005, the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2006, and June 30, 2006, and the Company’s Current Report on Form 8-K dated August 9, 2006, each as filed with the Securities and Exchange Commission.

(g)

Knowledge of the Business. The Equityholder acknowledges that as the sole owner of the Acquired Business and the Purchased Assets, it and its equityholders are fully familiar with the business and financial affairs of the Acquired Business and the Purchased Assets including, without limitation, as a result of its review of the Financial Statements and the materials provided or made available, through the answers to the questions that Equityholder and its equityholders have asked.

(h)

Access to Professionals. The Equityholder has had the opportunity to consult with counsel, tax and other professionals of his or her choosing in connection with his or her investment in the Reinvestment Shares and has relied solely upon the advice of his or her advisors with respect to the tax and other legal aspects of this investment in the Reinvestment Shares.

Limited Representation and Warranties of the Company. The Equityholder has received no representations or warranties from the Company or Seller, or their respective officers, agents, affiliates or representatives other than those contained in this Agreement, the Equityholder Registration Rights Agreement, and the representations and warranties set forth in Section 5 of the Asset Purchase Agreement, and, in making its investment decision, such the Equityholder has relied solely on the information contained herein and investigations made by the Equityholder and its advisors.

(j)

Additional Disclosure. The Equityholder acknowledges that Seller has taken or will take the actions set forth on Schedule 4(j) prior to or on the date hereof and that the Equityholder has had the opportunity to investigate and ask questions about the occurrence of such actions prior to its agreement to make an investment in the Reinvestment Shares and has factored the occurrence of such actions into its decision to make an investment in the Reinvestment Shares.

Authorization, Enforceability and Non-Contravention. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company and is enforceable in accordance with its terms. The Company is not subject to any restriction or agreement which prohibits or would be violated by the execution and delivery hereof or the consummation of the transactions contemplated herein or pursuant to which the consent of any Person is required in order to give effect to the transactions contemplated herein.

(b)

Duly Issued and Compliance with Laws. All the Reinvestment Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in this Agreement and the Asset Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessable. Subject to the accuracy of the representations and warranties set forth in Section 4 hereof, the Reinvestment Shares will be issued and granted in compliance with all applicable securities laws.

Indemnification by the Equityholder. The Equityholder indemnifies and holds harmless the Company from, against and in respect of the full amount of any and all Losses incurred or suffered by the Purchaser Indemnified Parties or any of them, in respect of, arising from, in connection with, or incident to (i) any breach of, or inaccuracy in, any representation or warranty made by the Equityholder set forth in this Agreement or (ii) any breach or violation of any covenants, agreements , or obligations of the Equityholder set forth in this Agreement.

Indemnification by the Company. The Company indemnifies and holds harmless the Equityholder from, against and in respect of the full amount of any and all Losses incurred or suffered by the Seller Indemnified Parties or any of them, in respect of, arising from, in connection with, or incident to (i) any breach of, or inaccuracy in, any representation or warranty made by the Company set forth in this Agreement or (ii) any breach or violation of any covenants, agreement or obligations of the Company set forth in this Agreement.

(a)

Survival. The agreements, covenants, representations, warranties and acknowledgments of the Company and the Equityholder shall survive the delivery of, and payment for, the Reinvestment Shares and the performance by each party of their respective obligations hereunder.

(b)

Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented without the written consent of the other party hereto. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), shall constitute a continuing waiver unless otherwise expressly provided nor shall be effective unless in writing and executed by the waiving party.

(c)

Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, certified first-class mail, or next day air courier initially to the addresses specified for notice to the parties hereto in the Asset Purchase Agreement; and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 7(c). All such notices and communications shall be deemed to have been duly given: (i) when delivered by hand, if personally delivered; (ii) three business days after being deposited in the mail, postage prepaid, if mailed; and (iii) one business day after being sent by next day air courier.

(d)

Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement.

(e)

Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(f)

Governing Law, Venue and Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER AND IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CHOICE OF LAW RULES THAT MAY DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. EACH PARTY TO THIS AGREEMENT, BY ITS EXECUTION HEREOF, (I) HEREBY IRREVOCABLY SUBMITS, TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE (OR IF JURISDICTION THERETO IS NOT PERMITTED BY LAW, THE STATE COURTS OF THE STATE OF DELAWARE LOCATED IN NEW CASTLE COUNTY FOR THE PURPOSE OF ANY ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR RELATING TO THE SUBJECT MATTER HEREOF, (II) HEREBY WAIVES, AND AGREES TO CAUSE EACH OF ITS SUBSIDIARIES TO WAIVE, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, AND AGREES NOT TO ASSERT, AND AGREES NOT TO ALLOW ANY OF ITS SUBSIDIARIES TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH ACTION, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT ANY SUCH PROCEEDING BROUGHT IN ONE OF THE ABOVE-NAMED COURTS IS IMPROPER, OR THAT THIS AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT AND (III) HEREBY AGREES NOT TO COMMENCE OR TO PERMIT ANY OF ITS SUBSIDIARIES TO COMMENCE ANY ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR RELATING TO THE SUBJECT MATTER HEREOF OTHER THAN BEFORE ONE OF THE ABOVE-NAMED COURTS NOR TO MAKE ANY MOTION OR TAKE ANY OTHER ACTION SEEKING OR INTENDING TO CAUSE THE TRANSFER OR REMOVAL OF ANY SUCH ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION TO ANY COURT OTHER THAN ONE OF THE ABOVE-NAMED COURT WHETHER ON THE GROUNDS OF INCONVENIENT FORUM OR OTHERWISE. EACH PARTY HEREBY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH PROCEEDING IN ANY MANNER PERMITTED BY DELAWARE LAW, AND AGREES THAT SERVICE OF PROCESS BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED PURSUANT TO SECTION 7(c) IS REASONABLY CALCULATED TO GIVE ACTUAL NOTICE PROVIDED THAT THE PARTY DELIVERING SUCH NOTICE RECEIVES A SIGNED RETURN RECEIPT IN RESPECT THEREOF. EACH OF THE PARTIES HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH OF THE PARTIES AGREE AND ACKNOWLEDGE THAT IT HAS BEEN INFORMED THAT THIS SECTION 7(f) CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THE OTHER PARTIES HERETO ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND ANY OTHER AGREEMENTS RELATING HERETO OR CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7(f) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

(g)

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, void or unenforceable.

(h)

Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

(i)

Successors and Assigns. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted transferees and assigns (each of which transferees and assigns shall be deemed to be a party hereto for all purposes hereof); provided, however, that the Equityholder shall not be able to transfer or assign its rights hereunder without the prior written consent of the Company, which may be withheld for any or no reason.

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Name:

Title:

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Name: Nigel P. Ekern

Title: Chief Administrative Officer