UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                 ____________

                                   FORM 8-K

                                CURRENT REPORT
                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


                                March 31, 2004
               -------------------------------------------------
               Date of report (Date of earliest event reported)


                             NET PERCEPTIONS, INC.
              --------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)


          Delaware                     000-25781                41-1844584
-------------------------------    --------------------     ------------------
(State or Other Jurisdiction of    (Commission File No.)    (IRS Employer
      Incorporation)                                        Identification No.)


               7700 France Avenue South, Edina, Minnesota    55435
         ------------------------------------------------------------
         (Address of Principal Executive Offices, Including Zip Code)


                                (952) 842-5000
              --------------------------------------------------
             (Registrant's telephone number, including area code)


         -------------------------------------------------------------
         (Former Name or Former Address, If Changed Since Last Report)



<PAGE>




Item 2.  Acquisition or Disposition of Assets.

         On March 31, 2004, pursuant to a Patent Purchase Agreement, dated as
of December 31, 2003, as amended on March 31, 2004 (the "Patent Purchase
Agreement"), Net Perceptions, Inc. (the "Company") completed the sale of its
patent portfolio to Thalveg Data Flow LLC for $1.8 million. Pursuant to the
Patent Purchase Agreement, the Company received a royalty-free license back
under the transferred patents, patent licenses and pending patent
applications.

         The foregoing description of the Patent Purchase Agreement and the
sale of the Company's patents thereunder is subject to, and qualified in its
entirety by, the Patent Purchase Agreement, which is attached as Exhibit 2.1
hereto and incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits

2.1   Patent Purchase Agreement, dated as of December 30, 2003, as amended on
      March 31, 2004, between Thalveg Data Flow LLC and Net Perceptions, Inc.

2.2   Escrow Agreement among Thalveg Data Flow LLC, Net Perceptions, Inc. and
      Private Bank Minnesota dated December 30, 2003 (incorporated by
      reference to the registrant's Current Report on Form 8-K filed with the
      Securities and Exchange Commission on December 31, 2003).

99.1  Press Release issued by Net Perceptions, Inc. on March 31, 2004.


                                  SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                   NET PERCEPTIONS, INC.


                                                   By: /s/ Thomas M. Donnelly
Date: April 1, 2004                                    -----------------------
                                                        Thomas M. Donnelly
                                                        President



<PAGE>


                                 EXHIBIT INDEX


EXHIBIT NO.       DESCRIPTION
----------        -----------

2.1               Patent Purchase Agreement, dated as of December 30, 2003, as
                  amended on March 31, 2004, between Thalveg Data Flow LLC and
                  Net Perceptions, Inc.

2.2               Escrow Agreement among Thalveg Data Flow LLC, Net
                  Perceptions, Inc. and Private Bank Minnesota dated December
                  30, 2003 (incorporated by reference to the registrant's
                  Current Report on Form 8-K filed with the Securities and
                  Exchange Commission on December 31, 2003).

99.1              Press Release issued by Net Perceptions, Inc. on March 31,
                  2004.


<PAGE>



                                                                   Exhibit 2.1


                           PATENT PURCHASE AGREEMENT

         This PATENT PURCHASE AGREEMENT ("Agreement") is entered into on
December 30, 2003 ("Effective Date") by and between Thalveg Data Flow LLC a
Delaware limited liability company, with an office at 171 Main St. #271, Los
Altos, California 94022 ("Purchaser"), and Net Perceptions, Inc., a Delaware
corporation, with an office at 7700 France Avenue South, Endina, Minnesota
55345 ("Seller"). The parties hereby agree as follows.

1.       BACKGROUND

     1.1    Seller owns certain United States Letters Patents and applications
            therefor and related foreign patents and applications.

     1.2    Seller wishes to sell its right, title and interest in such
            patents and applications to Purchaser.

     1.3    Purchaser wishes to purchase such patents and applications.

2.       DEFINITIONS

     2.1    "Assignment Agreements" means the agreements assigning ownership
            of the Patents from the inventors and/or prior owners to Seller.

     2.2    "Licensee" shall mean Seller and any entity to whom the license
            granted in Section 7.1 is transferred pursuant to Section 7.2.

     2.3    "List of Prosecution Counsel" means the names and addresses of
            prosecution counsel who prosecuted the Patents and who are
            currently handling Patent applications.

     2.4    "Patents" means those patents and applications listed in Exhibit A
            hereto, and all reissues, reexaminations, extensions,
            continuations, continuations in part, continuing prosecution
            applications, and divisions of such patents and applications;
            provisional patent applications that are or will be continuations
            or continuations in part of such patents and applications; and
            foreign counterparts to any of the foregoing including without
            limitation utility models.

     2.5    "Plan of Liquidation" shall mean the Plan of Complete Liquidation
            and Dissolution attached as Exhibit A to Seller's Preliminary
            Proxy statement dated November 4, 2003, as amended from time to
            time.

     2.6    "Requisite Stockholder Approval" shall mean approval by the
            requisite stockholder vote of the stockholders of Seller of (i)
            the Plan of Liquidation or (ii) this Agreement and the
            transactions contemplated hereby, whether (in the case of this
            clause (ii)) by such requisite vote approving and adopting a
            merger agreement which provides for the transfer of patents
            pursuant to this Agreement, or by separate vote.

3.       CLOSING CONDITIONS AND PAYMENT

     3.1    The obligation of Seller to transfer the Patents pursuant to
            Section 4 and the obligation of Purchaser to make the payment
            specified in Section 3.4 are contingent upon (a) receipt of the
            Requisite Stockholder Approval and (b) the Amendment 2 to the
            License Agreement, as defined below, which was executed and fully
            effective prior to the date hereof and is attached as Exhibit C,
            has not been terminated or amended.

     3.2    The total purchase price payable by Purchaser for the transfer of
            patents pursuant to Section 4 by Seller shall be one million eight
            hundred thousand dollars ($1,800,000) payable as set forth in
            Sections 3.3 and 3.4.

     3.3    Upon the execution of this Agreement, Purchaser shall pay to
            Private Bank Minnesota (the "Escrow Agent") nine hundred thousand
            dollars ($900,000) (the "Deposit" and, together with any interest
            earned thereon, the "Deposit Amount") by wire transfer of
            immediately available funds to an account designated by the Escrow
            Agent. The Deposit Amount will be held by the Escrow Agent
            pursuant to the terms of an Escrow Agreement by and among the
            Escrow Agent, Purchaser and Seller in the form of Exhibit D hereto
            which is being executed and delivered concurrently with the
            execution and delivery of this Agreement. If Purchaser breaches
            this Agreement by failing to timely make the payment specified in
            Section 3.4, in addition to any other remedies Seller may have,
            the Deposit Amount shall be transferred to Seller within two
            business days after the breach, and the parties hereby agree to
            instruct the Escrow Agent to make such transfer. If this Agreement
            is terminated pursuant to Section 8, the Deposit Amount will be
            transferred to Purchaser within two business days after any such
            termination, and the parties hereby agree to instruct the Escrow
            Agent to make such transfer.

     3.4    Two business days after the satisfaction of the conditions set
            forth in Section 3.1, Purchaser shall pay to Seller the amount of
            one million eight hundred thousand dollars($1,800,000), minus the
            amount of the Deposit Amount which has been received by Seller
            from the Escrow Agent, by wire transfer of immediately available
            funds to an account designated by Seller (the date and time of
            such payment by Seller being hereafter referred to as the "Closing
            Date"). Immediately prior to the Closing Date, the parties hereto
            agree to instruct the Escrow Agent to deliver the Deposit Amount
            to Seller.

4.       TRANSFER OF PATENTS AND LICENSE AGREEMENT

     4.1    Patent Assignment. Effective on the Closing Date, Seller hereby
            sells, assigns, transfers and conveys to Purchaser all right,
            title and interest it has in and to the Patents and all inventions
            and discoveries described therein, including without limitation,
            all rights of Seller under the Assignment Agreements, and all
            rights of Seller to collect royalties under such Patents.

     4.2    Assignment of Causes of Action. Effective on the Closing Date,
            Seller hereby sells, assigns, transfers and conveys to Purchaser
            all right, title and interest it has in and to all causes of
            action and enforcement rights, whether currently pending, filed,
            or otherwise, in respect of the Patents and all inventions and
            discoveries described therein, including without limitation all
            rights to pursue damages, injunctive relief and other remedies for
            past, current and future infringement of the Patents.

     4.3    License Agreement. Effective on the Closing Date seller hereby
            assigns to Purchaser the License Agreement between Seller and the
            Regents of the University of Minnesota effective July 31, 1996, as
            amended (the "License Agreement"), and Purchaser agrees to accept
            such assignment and, beginning on the Closing Date, to perform all
            the obligations of Seller under the License Agreement. (This
            assignment includes a license under United States Patents numbered
            5,842,199; 6,016,475; and 6,108,493, and pending U.S. patent
            application 09/571,020. )

5.       ADDITIONAL OBLIGATIONS

     5.1    Delivery. On the Closing Date, seller shall deliver to Purchaser
            an executed copy of the Assignment of Patent Rights, substantially
            in the form of in Exhibit B hereto, the Assignment Agreements, the
            List of Prosecution Counsel, and all files and original documents
            owned or controlled by Seller (including without limitation
            Letters Patents) relating to the Patents including, without
            limitation, all prosecution files for pending patent applications
            included in the Patents, and its own files relating to the issued
            Patents.

     5.2    Further Cooperation. From and after the Closing Date, at the
            reasonable request of Purchaser, Seller shall execute and deliver
            such other instruments and do and perform such other acts and
            things as may be necessary or desirable for completing the
            consummation of the transactions contemplated hereby, including
            without limitation execution, acknowledgment and recordation of
            other such papers, and using commercially reasonable efforts to
            obtain the same from the respective inventors, as necessary or
            desirable for fully perfecting and conveying unto Purchaser the
            benefit of the transactions contemplated hereby. In the event a
            foreign counterpart, continuation, or divisional is omitted from
            the definition of Patents, Seller shall use commercially
            reasonable efforts to include the omitted foreign counterpart,
            continuation, or divisional within the scope and coverage of this
            Agreement with no additional payment by Purchaser.

     5.3    Meeting Date. Seller will give Purchaser at least ten (10) days
            prior written notice of the date of the stockholder meeting at
            which the Requisite Stockholder Approval is being sought and as
            much notice as reasonably practical concerning the date or dates
            of any adjournments thereof

6.       REPRESENTATIONS AND WARRANTIES

     6.1    Authority. Seller represents and warrants to Purchaser that Seller
            has the right and authority to enter into this Agreement and, if
            the Requisite Stockholder Approval is obtained, to carry out its
            obligations hereunder.

     6.2    Title and Contest. Seller represents and warrants to Purchaser
            that (i) it has good and marketable title to the Patents,
            including without limitation all rights, title, and interest in
            the Patents to sue for infringement thereof; (ii) the Patents are
            free and clear of all liens, mortgages, security interests or
            other encumbrances, and restrictions on transfer; (iii) to
            Seller's knowledge, there are no actions, suits, investigations,
            claims or proceedings threatened, pending or in progress relating
            in any way to the Patents; and (iv) there are no existing
            contracts, agreements, options, commitments, proposals, bids,
            offers, or rights with, to, or in any person to acquire any of the
            Patents.

     6.3    Existing Licenses. Except as to such rights and licenses granted
            in connection with the sale, licensing or other disposition of
            Seller's services in the normal cause of business, Seller
            represents and warrants to Purchaser that no rights or licenses
            have been granted under the Patents.

     6.4    Restrictions on Rights. Seller represents and warrants to
            Purchaser that Purchaser will not be subject to any covenant not
            to sue or similar restrictions on its enforcement or enjoyment of
            the Patents as a result of the transaction contemplated in this
            Agreement, or any prior transaction related to the Patents.

     6.5    Conduct. Seller represents and warrants to Purchaser that, Seller,
            and to Seller's knowledge its representatives, have not
            intentionally engaged in any conduct, or intentionally omitted to
            perform any necessary act, the result of which would invalidate
            any of the Patents or hinder their enforcement, including but not
            limited to misrepresenting Seller's patent rights to a
            standard-setting organization.

     6.6    Enforcement. Seller represents and warrants to Purchaser that
            Seller has not put a third party on notice of actual or potential
            infringement of any of the Patents except for the following
            patents on the following dates.

     6.7    Patent Office Proceedings. Seller represents and warrants to
            Purchaser that to its knowledge none of the Patents have been or
            are currently involved in any reexamination, reissue, interference
            proceeding, or any similar proceeding and that to its knowledge no
            such proceedings are pending or threatened.

     6.8    Fees. Seller represents and warrants to Purchaser that all
            maintenance fees, annuities, and the like due and payable on the
            Patents prior to the Closing Date have been timely paid.

     6.9    Consents. Seller represents and warrants to Purchaser that Seller
            has obtained all third party consents, approvals, and/or other
            authorizations required to make the assignments in Section 4.

     6.10   Validity and Enforceability. Seller represents and warrants to
            Purchaser that (i) the Patents have never been found invalid or
            unenforceable for any reason in any administrative, arbitration,
            judicial or other proceeding; and (ii) Seller has not received any
            notice from any source alleging that the Patents may be invalid or
            unenforceable.

     6.11   Disclaimer of Warranty. Except as explicitly set forth herein,
            Seller disclaims all warranties, express and implied, with respect
            to the subject matter of this agreement. WITHOUT LIMITATION OF THE
            FOREGOING, SELLER DISCLAIMS ALL IMPLIED WARRANTIES OF VALIDITY AND
            NONINFRINGEMENT.

7.       RETAINED RIGHTS

     7.1    Grant Under Patent Rights. Effective on the Closing Date,
            Purchaser hereby grants to Seller, under the Patent Rights (as
            defined in Exhibit B hereto), and for the lives thereof, a
            royalty-free, irrevocable, non-exclusive, worldwide right and
            license to practice the methods and to make, have made, use,
            distribute, lease, sell, offer for sale, import, export, develop
            and otherwise dispose of and exploit any products covered by the
            Patent Rights. This license shall apply to the reproduction and
            subsequent distribution of licensed products, in substantially
            identical form as they are distributed by the Seller or by
            authorized agents of the Seller such as a distributor, replicator,
            VAR or OEM. The parties acknowledge that Seller's products,
            including licensed software products and rights under Seller's
            escrow agreements shall be subject to the exhaustion doctrine.

     7.2    Limitation on Transferability. This license is not transferable
            except to a purchaser of all, or substantially all, of a
            Licensee's assets, or to a party that by merger or otherwise
            acquires all, or substantially all, of a Licensee's outstanding
            capital stock. Upon such a transaction, this license shall apply
            only to products covered by the Patent Rights to the extent that
            revenue realized by any Licensee from products covered by the
            Patent Rights does not exceed the "Revenue Limitation" in any
            calendar year. The Revenue Limitation shall be Ten Million Dollars
            ($10,000,000.00) during the calendar year of the first such
            transfer, and shall be increased each subsequent year by seven
            point five percent (7.5%). Purchaser agrees to negotiate
            extensions of the license to cover revenues realized by any
            Licensee in excess of the Revenue Limitation, in good faith.

8.       TERMINATION

     8.1    This Agreement may be terminated by the mutual written consent of
            Seller and Purchaser.

     8.2    This Agreement may be terminated by either party if the Requisite
            Stockholder Approval is not obtained by March 30, 2004.

     8.3    This Agreement may be terminated by either party if at a duly
            called special meeting of Seller's stockholders at which a vote is
            taken on the Plan of Liquidation, on a merger agreement which
            provides for the transfer of patents to Seller pursuant to this
            Agreement, or otherwise with respect to approval of this Agreement
            and the transactions contemplated hereby, the Requisite
            Stockholder Vote is not obtained.

     8.4    Seller may terminate this agreement if it enters into a contract
            with another party which Seller's board of directors determines
            is, in combination with a dissolution and liquidation in the case
            of a sale of assets, reasonably likely to result in greater
            financial return to stockholders than the transaction contemplated
            by this Agreement, in combination with a dissolution and
            liquidation. In the event of such a termination, Seller shall pay
            Purchaser one hundred thousand dollars ($100,000) to compensate
            Purchaser for costs, fees and expenses incurred by Purchaser in
            pursuing this transaction.

9.       MISCELLANEOUS

     9.1    Limitation on Consequential Damages. NEITHER PARTY SHALL BE LIABLE
            TO THE OTHER FOR LOSS OF PROFITS, OR ANY SPECIAL, CONSEQUENTIAL OR
            INCIDENTAL DAMAGES, HOWEVER CAUSED, EVEN IF ADVISED OF THE
            POSSIBILITY OF SUCH DAMAGE. THE PARTIES ACKNOWLEDGE THAT THESE
            LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN
            SETTING CONSIDERATION UNDER THIS AGREEMENT.

     9.2    Limitation of Liability. PURCHASER'S TOTAL LIABILITY UNDER THIS
            AGREEMENT SHALL BE THE PAYMENT OF FUNDS AS REQUIRED PURSUANT TO
            SECTION 3. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ON
            POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING
            CONSIDERATION UNDER THIS AGREEMENT.

     9.3    Compliance with Laws. Notwithstanding anything contained in this
            Agreement to the contrary, the obligations of the parties shall be
            subject to all laws, present and future, of any government having
            jurisdiction over the parties and this transaction, and to orders,
            regulations, directions or requests of any such government.

     9.4    Governing Law. Any claim arising under or relating to this
            Agreement shall be governed by the internal substantive laws of
            the State of New York, without regard to principles of conflict of
            laws that would require the application of the laws of another
            jurisdiction.

     9.5    Jurisdiction. Each party hereby agrees to jurisdiction and venue
            in the courts of the State of Delaware or the Federal courts
            sitting therein for all disputes and litigation arising under or
            relating to this Agreement.

     9.6    Entire Agreement. The terms and conditions of this Agreement,
            including its exhibits, constitute the entire agreement between
            the parties with respect to the subject matter hereof, and merges
            and supersedes all prior and contemporaneous agreements,
            understandings, negotiations and discussions. Neither of the
            parties shall be bound by any conditions, definitions, warranties,
            understandings, or representations with respect to the subject
            matter hereof other than as expressly provided herein. The section
            headings contained in this Agreement are for reference purposes
            only and shall not affect in any way the meaning or interpretation
            of this Agreement. No oral explanation or oral information by
            either party hereto shall alter the meaning or interpretation of
            this Agreement. No amendments or modifications shall be effective
            unless in a writing signed by authorized representatives of both
            parties. These terms and conditions will prevail notwithstanding
            any different, conflicting or additional terms and conditions
            which may appear on any purchase order, acknowledgment or other
            writing not expressly incorporated into this Agreement. This
            Agreement may be executed in separate counterparts which, taken
            together, shall be regarded as one and the same instrument. The
            following exhibits are attached hereto and incorporated herein:
            Exhibit A (entitled "Patent Rights to be Assigned"); Exhibit B
            (entitled "Assignment of Patent Rights").

     9.7    Notices: All notices required or permitted to be given hereunder
            shall be in writing, shall make reference to this Agreement, and
            shall be delivered by hand, or dispatched by prepaid air courier
            or by registered or certified airmail, postage prepaid, addressed
            as follows:

If to Seller                                          If to Purchaser
------------                                          ---------------

Net Perceptions, Inc.                                 Thalveg Data Flow LLC
7700 France Avenue South                              171 Main St. #271.
Endina, MN  55345                                     Los Altos, CA  94022

Attn:  President                                      Attn: Managing Director


            Such notices shall be deemed served when received by addressee or,
            if delivery is not accomplished by reason of some fault of the
            addressee, when tendered for delivery. Either party may give
            written notice of a change of address and, after notice of such
            change has been received, any notice or request shall thereafter
            be given to such party at such changed address.

     9.8    Relationship of Parties. The parties hereto are independent
            contractors. Neither party has any express or implied right or
            authority to assume or create any obligations on behalf of the
            other or to bind the other to any contract, agreement or
            undertaking with any third party. Nothing in this Agreement shall
            be construed to create a partnership, joint venture, employment or
            agency relationship between Seller and Purchaser.

     9.9    Severability. The terms and conditions stated herein are declared
            to be severable. If any paragraph, provision, or clause in this
            Agreement shall be found or be held to be invalid or unenforceable
            in any jurisdiction in which this Agreement is being performed,
            the remainder of this Agreement shall be valid and enforceable and
            the parties shall use good faith to negotiate a substitute, valid
            and enforceable provision which most nearly effects the parties'
            intent in entering into this Agreement.

     9.10   Waiver. Failure by either party to enforce any term of this
            Agreement shall not be deemed a waiver of future enforcement of
            that or any other term in this Agreement or any other agreement
            that may be in place between the parties.

     9.11   Assignment. The terms and conditions of this Agreement shall inure
            to the benefit of Purchaser, its successors, assigns and other
            legal representatives, and shall be binding upon Seller, its
            successor, assigns and other legal representatives

         IN WITNESS WHEREOF, the parties have executed this Patent Purchase
Agreement as of the date first above written.

Thalveg Data Flow LLC                              Net Perceptions

/s/ Julia Ceffalo                                  /s/ Thomas M. Donnelly
------------------                                 ----------------------
Signature                                          Signature

Julia Ceffalo                                      Thomas M. Donnelly
-------------                                      ------------------
Printed Name                                       Printed Name

Authorized Person                                  President
-----------------                                  ---------
Title                                              Title


Exhibits A and B to the Patent Purchase Agreement have been omitted pursuant
to Item 601 of Regulation S-K. Exhibit A provides a list of patent rights to
be assigned pursuant to the Patent Purchase Agreement. Exhibit B sets forth a
form of Assignment of Patent Rights to be executed by the Assignor and
delivered to the Assignee at the closing under the Patent Purchase Agreement.
A copy of either exhibit will be furnished supplementally to the Commission
upon request.


<PAGE>




                    AMENDMENT TO PATENT PURCHASE AGREEMENT

         This AMENDMENT TO PATENT PURCHASE AGREEMENT (this "Amendment") is
entered into as of March 31, 2004 by and between Thalveg Data Flow LLC a
Delaware limited liability company, with an office at 171 Main St. #271, Los
Altos, California 94022 ("Purchaser"), and Net Perceptions, Inc., a Delaware
corporation, with an office at 7700 France Avenue South, Endina, Minnesota
55345 ("Seller"). On December 30, 2003, the parties entered into a Patent
Purchase Agreement (the "Agreement"). All capitalized terms not otherwise
defined in this Amendment shall have the meanings ascribed to them in the
Agreement.

         The parties now hereby agree to amend the Agreement as follows:

1.       BACKGROUND

1.1      Pursuant to the Agreement, the parties had agreed to sell, transfer
         and license the Patents (the "Transaction").

1.2      The obligations of the parties were subject to Seller's having
         obtained the Requisite Stockholder Approval.

1.3      Seller did not obtain the Requisite Stockholder Approval, but has
         assured Purchaser that it may consummate the Transaction without the
         Requisite Stockholder Approval under applicable Delaware Law

1.4      Subject to the terms of the Agreement, as amended by this Amendment,
         the parties wish to consummate the Transaction.

2.       DEFINITIONS

2.1      The following terms shall be defined as follows:

2.2      "Delaware Law" means the Delaware General Corporation Law, as in
         effect on the date of this Amendment.

2.3      "Requisite Board Approval" means the unanimous approval of the
         Agreement, as amended by this Amendment, by Seller's board of
         directors at a duly called meeting to consider such action, or by
         action by unanimous written consent.

3.       CLOSING CONDITIONS; CLOSING

3.1      Section 3.1 of the Agreement is hereby amended in its entirety to
         read as follows:

         "The obligation of Seller to transfer the Patents pursuant to Section
         4 and the obligation of Purchaser to make the payment specified in
         Section 3.4 (the date and time of such payment being hereafter
         referred to as the "Closing Date") are contingent upon (a) receipt of
         the Requisite Board Approval, (b) the Amendment 2 to the License
         Agreement shall not have been terminated or amended and (c) the
         Escrow Agreement by and among Seller, Purchaser and Escrow Agent
         shall not have been terminated or amended."

3.2      The first sentence of Section 3.4 of the Agreement is deleted in its
         entirety. Subject to the satisfaction of the conditions set forth in
         Section 3.1 of the Agreement, as amended by this Amendment,
         concurrently with the execution and delivery of this Amendment,
         Purchaser shall pay the Seller one million eight hundred thousand
         dollars ($1,800,000), minus the amount of the Deposit Amount which
         has been received by Seller from the Escrow Agent, by wire transfer
         of immediately available funds to an account designated by Seller.

4.       REPRESENTATIONS AND WARRANTIES

4.1      Section 6.1 of the Agreement is hereby deleted in its entirety.

4.2      Seller represents and warrants to Purchaser that Seller had all
         requisite corporate power and authority to enter into the Agreement,
         and has all requisite corporate power and authority to enter into
         this Amendment and to consummate the Transaction and carry out its
         obligations hereunder and under the Agreement, as amended by this
         Amendment.

4.3      Seller represents and warrants to Purchaser that the Requisite Board
         Approval has been obtained and constitutes the only corporate action
         necessary for Seller to consummate the Transaction under Delaware
         Law, that the Requisite Stockholder Approval is not necessary under
         Delaware Law for Seller to consummate the Transaction and that the
         Transaction does not constitute a dissolution of Seller within the
         meaning of Section 275 of Delaware Law or a sale of all or
         substantially all of Seller's property and assets within the meaning
         of Section 271 of Delaware Law.

4.4      Seller represents and warrants to Purchaser that the Agreement, as
         amended pursuant to this Amendment, is valid and enforceable against
         Seller in accordance with its terms.

4.5      All of Seller's representations and warranties pursuant to the
         Agreement (other than the representation and warranty in Section 6.1
         of the Agreement which has been deleted as provided above), as
         amended pursuant to this Amendment, are hereby made as of the date of
         this Amendment and as of the consummation of the Transaction and
         Seller is aware of no breach of any of such representations or
         warranties.

5.       TERMINATION

5.1      Sections 8.1, 8.2, 8.3 and 8.4 of the Agreement are hereby deleted.



<PAGE>


IN WITNESS WHEREOF, the parties have executed this Amendment to Patent
Purchase Agreement as of the date first above written.


Thalveg Data Flow LLC                                Net Perceptions

/s/ Julia Ceffalo                                    s/ Thomas M. Donnelly
---------------------------                          -------------------------
Signature                                            Signature

Julia Ceffalo                                        Thomas M. Donnelly
---------------------------                          -------------------------
Printed Name                                         Printed Name

Authorized Person                                    President
---------------------------                          -------------------------
Title                                                Title


<PAGE>


                                                                  Exhibit 99.1

                                                         FOR IMMEDIATE RELEASE
                                                                March 31, 2004

Contact:

Tom Donnelly
President and Chief Financial Officer
Net Perceptions, Inc.
952-842-5400
tdonnelly@netperceptions.com



           Net Perceptions Announces Closing of Thalveg Transaction

MINNEAPOLIS -March 31, 2004 ---Net Perceptions, Inc. (Nasdaq: NETP) today
announced that it had closed the previously announced transaction with Thalveg
Data Flow LLC pursuant to which it received $1.8 million for the sale of its
patent portfolio and a royalty-free license back under the transferred
patents.

Net Perceptions also announced that it had granted to a software company a
non-exclusive source code license to a portion of the Company's intellectual
property and sold certain technology related to a product discontinued in
2002. The aggregate consideration for the sale and license was $325,000.
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UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                 ____________

                                   FORM 8-K

                                CURRENT REPORT
                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                                March 31, 2004
               -------------------------------------------------
               Date of report (Date of earliest event reported)

                             NET PERCEPTIONS, INC.
              --------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)

          Delaware                     000-25781                41-1844584
-------------------------------    --------------------     ------------------
(State or Other Jurisdiction of    (Commission File No.)    (IRS Employer
      Incorporation)                                        Identification No.)

               7700 France Avenue South, Edina, Minnesota    55435
         ------------------------------------------------------------
         (Address of Principal Executive Offices, Including Zip Code)

                                (952) 842-5000
              --------------------------------------------------
             (Registrant's telephone number, including area code)

         -------------------------------------------------------------
         (Former Name or Former Address, If Changed Since Last Report)
Item 2.  Acquisition or Disposition of Assets.

         On March 31, 2004, pursuant to a Patent Purchase Agreement, dated as
of December 31, 2003, as amended on March 31, 2004 (the "Patent Purchase
Agreement"), Net Perceptions, Inc. (the "Company") completed the sale of its
patent portfolio to Thalveg Data Flow LLC for $1.8 million. Pursuant to the
Patent Purchase Agreement, the Company received a royalty-free license back
under the transferred patents, patent licenses and pending patent
applications.

         The foregoing description of the Patent Purchase Agreement and the
sale of the Company's patents thereunder is subject to, and qualified in its
entirety by, the Patent Purchase Agreement, which is attached as Exhibit 2.1
hereto and incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits

2.1   Patent Purchase Agreement, dated as of December 30, 2003, as amended on
      March 31, 2004, between Thalveg Data Flow LLC and Net Perceptions, Inc.

2.2   Escrow Agreement among Thalveg Data Flow LLC, Net Perceptions, Inc. and
      Private Bank Minnesota dated December 30, 2003 (incorporated by
      reference to the registrant's Current Report on Form 8-K filed with the
      Securities and Exchange Commission on December 31, 2003).

99.1  Press Release issued by Net Perceptions, Inc. on March 31, 2004.

                                  SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                   NET PERCEPTIONS, INC.

                                                   By: /s/ Thomas M. Donnelly
Date: April 1, 2004                                    -----------------------
                                                        Thomas M. Donnelly
                                                        President
EXHIBIT INDEX

EXHIBIT NO.       DESCRIPTION
----------        -----------

2.1               Patent Purchase Agreement, dated as of December 30, 2003, as
                  amended on March 31, 2004, between Thalveg Data Flow LLC and
                  Net Perceptions, Inc.

2.2               Escrow Agreement among Thalveg Data Flow LLC, Net
                  Perceptions, Inc. and Private Bank Minnesota dated December
                  30, 2003 (incorporated by reference to the registrant's
                  Current Report on Form 8-K filed with the Securities and
                  Exchange Commission on December 31, 2003).

99.1              Press Release issued by Net Perceptions, Inc. on March 31,
                  2004.
Exhibit 2.1

                           PATENT PURCHASE AGREEMENT

         This PATENT PURCHASE AGREEMENT ("Agreement") is entered into on
December 30, 2003 ("Effective Date") by and between Thalveg Data Flow LLC a
Delaware limited liability company, with an office at 171 Main St. #271, Los
Altos, California 94022 ("Purchaser"), and Net Perceptions, Inc., a Delaware
corporation, with an office at 7700 France Avenue South, Endina, Minnesota
55345 ("Seller"). The parties hereby agree as follows.

1.       BACKGROUND

     1.1    Seller owns certain United States Letters Patents and applications
            therefor and related foreign patents and applications.

     1.2    Seller wishes to sell its right, title and interest in such
            patents and applications to Purchaser.

     1.3    Purchaser wishes to purchase such patents and applications.

2.       DEFINITIONS

     2.1    "Assignment Agreements" means the agreements assigning ownership
            of the Patents from the inventors and/or prior owners to Seller.

     2.2    "Licensee" shall mean Seller and any entity to whom the license
            granted in Section 7.1 is transferred pursuant to Section 7.2.

     2.3    "List of Prosecution Counsel" means the names and addresses of
            prosecution counsel who prosecuted the Patents and who are
            currently handling Patent applications.

     2.4    "Patents" means those patents and applications listed in Exhibit A
            hereto, and all reissues, reexaminations, extensions,
            continuations, continuations in part, continuing prosecution
            applications, and divisions of such patents and applications;
            provisional patent applications that are or will be continuations
            or continuations in part of such patents and applications; and
            foreign counterparts to any of the foregoing including without
            limitation utility models.

     2.5    "Plan of Liquidation" shall mean the Plan of Complete Liquidation
            and Dissolution attached as Exhibit A to Seller's Preliminary
            Proxy statement dated November 4, 2003, as amended from time to
            time.

     2.6    "Requisite Stockholder Approval" shall mean approval by the
            requisite stockholder vote of the stockholders of Seller of (i)
            the Plan of Liquidation or (ii) this Agreement and the
            transactions contemplated hereby, whether (in the case of this
            clause (ii)) by such requisite vote approving and adopting a
            merger agreement which provides for the transfer of patents
            pursuant to this Agreement, or by separate vote.

3.       CLOSING CONDITIONS AND PAYMENT

     3.1    The obligation of Seller to transfer the Patents pursuant to
            Section 4 and the obligation of Purchaser to make the payment
            specified in Section 3.4 are contingent upon (a) receipt of the
            Requisite Stockholder Approval and (b) the Amendment 2 to the
            License Agreement, as defined below, which was executed and fully
            effective prior to the date hereof and is attached as Exhibit C,
            has not been terminated or amended.

     3.2    The total purchase price payable by Purchaser for the transfer of
            patents pursuant to Section 4 by Seller shall be one million eight
            hundred thousand dollars ($1,800,000) payable as set forth in
            Sections 3.3 and 3.4.

     3.3    Upon the execution of this Agreement, Purchaser shall pay to
            Private Bank Minnesota (the "Escrow Agent") nine hundred thousand
            dollars ($900,000) (the "Deposit" and, together with any interest
            earned thereon, the "Deposit Amount") by wire transfer of
            immediately available funds to an account designated by the Escrow
            Agent. The Deposit Amount will be held by the Escrow Agent
            pursuant to the terms of an Escrow Agreement by and among the
            Escrow Agent, Purchaser and Seller in the form of Exhibit D hereto
            which is being executed and delivered concurrently with the
            execution and delivery of this Agreement. If Purchaser breaches
            this Agreement by failing to timely make the payment specified in
            Section 3.4, in addition to any other remedies Seller may have,
            the Deposit Amount shall be transferred to Seller within two
            business days after the breach, and the parties hereby agree to
            instruct the Escrow Agent to make such transfer. If this Agreement
            is terminated pursuant to Section 8, the Deposit Amount will be
            transferred to Purchaser within two business days after any such
            termination, and the parties hereby agree to instruct the Escrow
            Agent to make such transfer.

     3.4    Two business days after the satisfaction of the conditions set
            forth in Section 3.1, Purchaser shall pay to Seller the amount of
            one million eight hundred thousand dollars($1,800,000), minus the
            amount of the Deposit Amount which has been received by Seller
            from the Escrow Agent, by wire transfer of immediately available
            funds to an account designated by Seller (the date and time of
            such payment by Seller being hereafter referred to as the "Closing
            Date"). Immediately prior to the Closing Date, the parties hereto
            agree to instruct the Escrow Agent to deliver the Deposit Amount
            to Seller.

4.       TRANSFER OF PATENTS AND LICENSE AGREEMENT

     4.1    Patent Assignment. Effective on the Closing Date, Seller hereby
            sells, assigns, transfers and conveys to Purchaser all right,
            title and interest it has in and to the Patents and all inventions
            and discoveries described therein, including without limitation,
            all rights of Seller under the Assignment Agreements, and all
            rights of Seller to collect royalties under such Patents.

     4.2    Assignment of Causes of Action. Effective on the Closing Date,
            Seller hereby sells, assigns, transfers and conveys to Purchaser
            all right, title and interest it has in and to all causes of
            action and enforcement rights, whether currently pending, filed,
            or otherwise, in respect of the Patents and all inventions and
            discoveries described therein, including without limitation all
            rights to pursue damages, injunctive relief and other remedies for
            past, current and future infringement of the Patents.

     4.3    License Agreement. Effective on the Closing Date seller hereby
            assigns to Purchaser the License Agreement between Seller and the
            Regents of the University of Minnesota effective July 31, 1996, as
            amended (the "License Agreement"), and Purchaser agrees to accept
            such assignment and, beginning on the Closing Date, to perform all
            the obligations of Seller under the License Agreement. (This
            assignment includes a license under United States Patents numbered
            5,842,199; 6,016,475; and 6,108,493, and pending U.S. patent
            application 09/571,020. )

5.       ADDITIONAL OBLIGATIONS

     5.1    Delivery. On the Closing Date, seller shall deliver to Purchaser
            an executed copy of the Assignment of Patent Rights, substantially
            in the form of in Exhibit B hereto, the Assignment Agreements, the
            List of Prosecution Counsel, and all files and original documents
            owned or controlled by Seller (including without limitation
            Letters Patents) relating to the Patents including, without
            limitation, all prosecution files for pending patent applications
            included in the Patents, and its own files relating to the issued
            Patents.

     5.2    Further Cooperation. From and after the Closing Date, at the
            reasonable request of Purchaser, Seller shall execute and deliver
            such other instruments and do and perform such other acts and
            things as may be necessary or desirable for completing the
            consummation of the transactions contemplated hereby, including
            without limitation execution, acknowledgment and recordation of
            other such papers, and using commercially reasonable efforts to
            obtain the same from the respective inventors, as necessary or
            desirable for fully perfecting and conveying unto Purchaser the
            benefit of the transactions contemplated hereby. In the event a
            foreign counterpart, continuation, or divisional is omitted from
            the definition of Patents, Seller shall use commercially
            reasonable efforts to include the omitted foreign counterpart,
            continuation, or divisional within the scope and coverage of this
            Agreement with no additional payment by Purchaser.

     5.3    Meeting Date. Seller will give Purchaser at least ten (10) days
            prior written notice of the date of the stockholder meeting at
            which the Requisite Stockholder Approval is being sought and as
            much notice as reasonably practical concerning the date or dates
            of any adjournments thereof

6.       REPRESENTATIONS AND WARRANTIES

     6.1    Authority. Seller represents and warrants to Purchaser that Seller
            has the right and authority to enter into this Agreement and, if
            the Requisite Stockholder Approval is obtained, to carry out its
            obligations hereunder.

     6.2    Title and Contest. Seller represents and warrants to Purchaser
            that (i) it has good and marketable title to the Patents,
            including without limitation all rights, title, and interest in
            the Patents to sue for infringement thereof; (ii) the Patents are
            free and clear of all liens, mortgages, security interests or
            other encumbrances, and restrictions on transfer; (iii) to
            Seller's knowledge, there are no actions, suits, investigations,
            claims or proceedings threatened, pending or in progress relating
            in any way to the Patents; and (iv) there are no existing
            contracts, agreements, options, commitments, proposals, bids,
            offers, or rights with, to, or in any person to acquire any of the
            Patents.

     6.3    Existing Licenses. Except as to such rights and licenses granted
            in connection with the sale, licensing or other disposition of
            Seller's services in the normal cause of business, Seller
            represents and warrants to Purchaser that no rights or licenses
            have been granted under the Patents.

     6.4    Restrictions on Rights. Seller represents and warrants to
            Purchaser that Purchaser will not be subject to any covenant not
            to sue or similar restrictions on its enforcement or enjoyment of
            the Patents as a result of the transaction contemplated in this
            Agreement, or any prior transaction related to the Patents.

     6.5    Conduct. Seller represents and warrants to Purchaser that, Seller,
            and to Seller's knowledge its representatives, have not
            intentionally engaged in any conduct, or intentionally omitted to
            perform any necessary act, the result of which would invalidate
            any of the Patents or hinder their enforcement, including but not
            limited to misrepresenting Seller's patent rights to a
            standard-setting organization.

     6.6    Enforcement. Seller represents and warrants to Purchaser that
            Seller has not put a third party on notice of actual or potential
            infringement of any of the Patents except for the following
            patents on the following dates.

     6.7    Patent Office Proceedings. Seller represents and warrants to
            Purchaser that to its knowledge none of the Patents have been or
            are currently involved in any reexamination, reissue, interference
            proceeding, or any similar proceeding and that to its knowledge no
            such proceedings are pending or threatened.

     6.8    Fees. Seller represents and warrants to Purchaser that all
            maintenance fees, annuities, and the like due and payable on the
            Patents prior to the Closing Date have been timely paid.

     6.9    Consents. Seller represents and warrants to Purchaser that Seller
            has obtained all third party consents, approvals, and/or other
            authorizations required to make the assignments in Section 4.

     6.10   Validity and Enforceability. Seller represents and warrants to
            Purchaser that (i) the Patents have never been found invalid or
            unenforceable for any reason in any administrative, arbitration,
            judicial or other proceeding; and (ii) Seller has not received any
            notice from any source alleging that the Patents may be invalid or
            unenforceable.

     6.11   Disclaimer of Warranty. Except as explicitly set forth herein,
            Seller disclaims all warranties, express and implied, with respect
            to the subject matter of this agreement. WITHOUT LIMITATION OF THE
            FOREGOING, SELLER DISCLAIMS ALL IMPLIED WARRANTIES OF VALIDITY AND
            NONINFRINGEMENT.

7.       RETAINED RIGHTS

     7.1    Grant Under Patent Rights. Effective on the Closing Date,
            Purchaser hereby grants to Seller, under the Patent Rights (as
            defined in Exhibit B hereto), and for the lives thereof, a
            royalty-free, irrevocable, non-exclusive, worldwide right and
            license to practice the methods and to make, have made, use,
            distribute, lease, sell, offer for sale, import, export, develop
            and otherwise dispose of and exploit any products covered by the
            Patent Rights. This license shall apply to the reproduction and
            subsequent distribution of licensed products, in substantially
            identical form as they are distributed by the Seller or by
            authorized agents of the Seller such as a distributor, replicator,
            VAR or OEM. The parties acknowledge that Seller's products,
            including licensed software products and rights under Seller's
            escrow agreements shall be subject to the exhaustion doctrine.

     7.2    Limitation on Transferability. This license is not transferable
            except to a purchaser of all, or substantially all, of a
            Licensee's assets, or to a party that by merger or otherwise
            acquires all, or substantially all, of a Licensee's outstanding
            capital stock. Upon such a transaction, this license shall apply
            only to products covered by the Patent Rights to the extent that
            revenue realized by any Licensee from products covered by the
            Patent Rights does not exceed the "Revenue Limitation" in any
            calendar year. The Revenue Limitation shall be Ten Million Dollars
            ($10,000,000.00) during the calendar year of the first such
            transfer, and shall be increased each subsequent year by seven
            point five percent (7.5%). Purchaser agrees to negotiate
            extensions of the license to cover revenues realized by any
            Licensee in excess of the Revenue Limitation, in good faith.

8.       TERMINATION

     8.1    This Agreement may be terminated by the mutual written consent of
            Seller and Purchaser.

     8.2    This Agreement may be terminated by either party if the Requisite
            Stockholder Approval is not obtained by March 30, 2004.

     8.3    This Agreement may be terminated by either party if at a duly
            called special meeting of Seller's stockholders at which a vote is
            taken on the Plan of Liquidation, on a merger agreement which
            provides for the transfer of patents to Seller pursuant to this
            Agreement, or otherwise with respect to approval of this Agreement
            and the transactions contemplated hereby, the Requisite
            Stockholder Vote is not obtained.

     8.4    Seller may terminate this agreement if it enters into a contract
            with another party which Seller's board of directors determines
            is, in combination with a dissolution and liquidation in the case
            of a sale of assets, reasonably likely to result in greater
            financial return to stockholders than the transaction contemplated
            by this Agreement, in combination with a dissolution and
            liquidation. In the event of such a termination, Seller shall pay
            Purchaser one hundred thousand dollars ($100,000) to compensate
            Purchaser for costs, fees and expenses incurred by Purchaser in
            pursuing this transaction.

9.       MISCELLANEOUS

     9.1    Limitation on Consequential Damages. NEITHER PARTY SHALL BE LIABLE
            TO THE OTHER FOR LOSS OF PROFITS, OR ANY SPECIAL, CONSEQUENTIAL OR
            INCIDENTAL DAMAGES, HOWEVER CAUSED, EVEN IF ADVISED OF THE
            POSSIBILITY OF SUCH DAMAGE. THE PARTIES ACKNOWLEDGE THAT THESE
            LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN
            SETTING CONSIDERATION UNDER THIS AGREEMENT.

     9.2    Limitation of Liability. PURCHASER'S TOTAL LIABILITY UNDER THIS
            AGREEMENT SHALL BE THE PAYMENT OF FUNDS AS REQUIRED PURSUANT TO
            SECTION 3. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ON
            POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING
            CONSIDERATION UNDER THIS AGREEMENT.

     9.3    Compliance with Laws. Notwithstanding anything contained in this
            Agreement to the contrary, the obligations of the parties shall be
            subject to all laws, present and future, of any government having
            jurisdiction over the parties and this transaction, and to orders,
            regulations, directions or requests of any such government.

     9.4    Governing Law. Any claim arising under or relating to this
            Agreement shall be governed by the internal substantive laws of
            the State of New York, without regard to principles of conflict of
            laws that would require the application of the laws of another
            jurisdiction.

     9.5    Jurisdiction. Each party hereby agrees to jurisdiction and venue
            in the courts of the State of Delaware or the Federal courts
            sitting therein for all disputes and litigation arising under or
            relating to this Agreement.

     9.6    Entire Agreement. The terms and conditions of this Agreement,
            including its exhibits, constitute the entire agreement between
            the parties with respect to the subject matter hereof, and merges
            and supersedes all prior and contemporaneous agreements,
            understandings, negotiations and discussions. Neither of the
            parties shall be bound by any conditions, definitions, warranties,
            understandings, or representations with respect to the subject
            matter hereof other than as expressly provided herein. The section
            headings contained in this Agreement are for reference purposes
            only and shall not affect in any way the meaning or interpretation
            of this Agreement. No oral explanation or oral information by
            either party hereto shall alter the meaning or interpretation of
            this Agreement. No amendments or modifications shall be effective
            unless in a writing signed by authorized representatives of both
            parties. These terms and conditions will prevail notwithstanding
            any different, conflicting or additional terms and conditions
            which may appear on any purchase order, acknowledgment or other
            writing not expressly incorporated into this Agreement. This
            Agreement may be executed in separate counterparts which, taken
            together, shall be regarded as one and the same instrument. The
            following exhibits are attached hereto and incorporated herein:
            Exhibit A (entitled "Patent Rights to be Assigned"); Exhibit B
            (entitled "Assignment of Patent Rights").

     9.7    Notices: All notices required or permitted to be given hereunder
            shall be in writing, shall make reference to this Agreement, and
            shall be delivered by hand, or dispatched by prepaid air courier
            or by registered or certified airmail, postage prepaid, addressed
            as follows:

If to Seller                                          If to Purchaser
------------                                          ---------------

Net Perceptions, Inc.                                 Thalveg Data Flow LLC
7700 France Avenue South                              171 Main St. #271.
Endina, MN  55345                                     Los Altos, CA  94022

Attn:  President                                      Attn: Managing Director

            Such notices shall be deemed served when received by addressee or,
            if delivery is not accomplished by reason of some fault of the
            addressee, when tendered for delivery. Either party may give
            written notice of a change of address and, after notice of such
            change has been received, any notice or request shall thereafter
            be given to such party at such changed address.

     9.8    Relationship of Parties. The parties hereto are independent
            contractors. Neither party has any express or implied right or
            authority to assume or create any obligations on behalf of the
            other or to bind the other to any contract, agreement or
            undertaking with any third party. Nothing in this Agreement shall
            be construed to create a partnership, joint venture, employment or
            agency relationship between Seller and Purchaser.

     9.9    Severability. The terms and conditions stated herein are declared
            to be severable. If any paragraph, provision, or clause in this
            Agreement shall be found or be held to be invalid or unenforceable
            in any jurisdiction in which this Agreement is being performed,
            the remainder of this Agreement shall be valid and enforceable and
            the parties shall use good faith to negotiate a substitute, valid
            and enforceable provision which most nearly effects the parties'
            intent in entering into this Agreement.

     9.10   Waiver. Failure by either party to enforce any term of this
            Agreement shall not be deemed a waiver of future enforcement of
            that or any other term in this Agreement or any other agreement
            that may be in place between the parties.

     9.11   Assignment. The terms and conditions of this Agreement shall inure
            to the benefit of Purchaser, its successors, assigns and other
            legal representatives, and shall be binding upon Seller, its
            successor, assigns and other legal representatives

         IN WITNESS WHEREOF, the parties have executed this Patent Purchase
Agreement as of the date first above written.

Thalveg Data Flow LLC                              Net Perceptions

/s/ Julia Ceffalo                                  /s/ Thomas M. Donnelly
------------------                                 ----------------------
Signature                                          Signature

Julia Ceffalo                                      Thomas M. Donnelly
-------------                                      ------------------
Printed Name                                       Printed Name

Authorized Person                                  President
-----------------                                  ---------
Title                                              Title

Exhibits A and B to the Patent Purchase Agreement have been omitted pursuant
to Item 601 of Regulation S-K. Exhibit A provides a list of patent rights to
be assigned pursuant to the Patent Purchase Agreement. Exhibit B sets forth a
form of Assignment of Patent Rights to be executed by the Assignor and
delivered to the Assignee at the closing under the Patent Purchase Agreement.
A copy of either exhibit will be furnished supplementally to the Commission
upon request.
AMENDMENT TO PATENT PURCHASE AGREEMENT

         This AMENDMENT TO PATENT PURCHASE AGREEMENT (this "Amendment") is
entered into as of March 31, 2004 by and between Thalveg Data Flow LLC a
Delaware limited liability company, with an office at 171 Main St. #271, Los
Altos, California 94022 ("Purchaser"), and Net Perceptions, Inc., a Delaware
corporation, with an office at 7700 France Avenue South, Endina, Minnesota
55345 ("Seller"). On December 30, 2003, the parties entered into a Patent
Purchase Agreement (the "Agreement"). All capitalized terms not otherwise
defined in this Amendment shall have the meanings ascribed to them in the
Agreement.

         The parties now hereby agree to amend the Agreement as follows:

1.       BACKGROUND

1.1      Pursuant to the Agreement, the parties had agreed to sell, transfer
         and license the Patents (the "Transaction").

1.2      The obligations of the parties were subject to Seller's having
         obtained the Requisite Stockholder Approval.

1.3      Seller did not obtain the Requisite Stockholder Approval, but has
         assured Purchaser that it may consummate the Transaction without the
         Requisite Stockholder Approval under applicable Delaware Law

1.4      Subject to the terms of the Agreement, as amended by this Amendment,
         the parties wish to consummate the Transaction.

2.       DEFINITIONS

2.1      The following terms shall be defined as follows:

2.2      "Delaware Law" means the Delaware General Corporation Law, as in
         effect on the date of this Amendment.

2.3      "Requisite Board Approval" means the unanimous approval of the
         Agreement, as amended by this Amendment, by Seller's board of
         directors at a duly called meeting to consider such action, or by
         action by unanimous written consent.

3.       CLOSING CONDITIONS; CLOSING

3.1      Section 3.1 of the Agreement is hereby amended in its entirety to
         read as follows:

         "The obligation of Seller to transfer the Patents pursuant to Section
         4 and the obligation of Purchaser to make the payment specified in
         Section 3.4 (the date and time of such payment being hereafter
         referred to as the "Closing Date") are contingent upon (a) receipt of
         the Requisite Board Approval, (b) the Amendment 2 to the License
         Agreement shall not have been terminated or amended and (c) the
         Escrow Agreement by and among Seller, Purchaser and Escrow Agent
         shall not have been terminated or amended."

3.2      The first sentence of Section 3.4 of the Agreement is deleted in its
         entirety. Subject to the satisfaction of the conditions set forth in
         Section 3.1 of the Agreement, as amended by this Amendment,
         concurrently with the execution and delivery of this Amendment,
         Purchaser shall pay the Seller one million eight hundred thousand
         dollars ($1,800,000), minus the amount of the Deposit Amount which
         has been received by Seller from the Escrow Agent, by wire transfer
         of immediately available funds to an account designated by Seller.

4.       REPRESENTATIONS AND WARRANTIES

4.1      Section 6.1 of the Agreement is hereby deleted in its entirety.

4.2      Seller represents and warrants to Purchaser that Seller had all
         requisite corporate power and authority to enter into the Agreement,
         and has all requisite corporate power and authority to enter into
         this Amendment and to consummate the Transaction and carry out its
         obligations hereunder and under the Agreement, as amended by this
         Amendment.

4.3      Seller represents and warrants to Purchaser that the Requisite Board
         Approval has been obtained and constitutes the only corporate action
         necessary for Seller to consummate the Transaction under Delaware
         Law, that the Requisite Stockholder Approval is not necessary under
         Delaware Law for Seller to consummate the Transaction and that the
         Transaction does not constitute a dissolution of Seller within the
         meaning of Section 275 of Delaware Law or a sale of all or
         substantially all of Seller's property and assets within the meaning
         of Section 271 of Delaware Law.

4.4      Seller represents and warrants to Purchaser that the Agreement, as
         amended pursuant to this Amendment, is valid and enforceable against
         Seller in accordance with its terms.

4.5      All of Seller's representations and warranties pursuant to the
         Agreement (other than the representation and warranty in Section 6.1
         of the Agreement which has been deleted as provided above), as
         amended pursuant to this Amendment, are hereby made as of the date of
         this Amendment and as of the consummation of the Transaction and
         Seller is aware of no breach of any of such representations or
         warranties.

5.       TERMINATION

5.1      Sections 8.1, 8.2, 8.3 and 8.4 of the Agreement are hereby deleted.
IN WITNESS WHEREOF, the parties have executed this Amendment to Patent
Purchase Agreement as of the date first above written.

Thalveg Data Flow LLC                                Net Perceptions

/s/ Julia Ceffalo                                    s/ Thomas M. Donnelly
---------------------------                          -------------------------
Signature                                            Signature

Julia Ceffalo                                        Thomas M. Donnelly
---------------------------                          -------------------------
Printed Name                                         Printed Name

Authorized Person                                    President
---------------------------                          -------------------------
Title                                                Title
Exhibit 99.1

                                                         FOR IMMEDIATE RELEASE
                                                                March 31, 2004

Contact:

Tom Donnelly
President and Chief Financial Officer
Net Perceptions, Inc.
952-842-5400
tdonnelly@netperceptions.com

           Net Perceptions Announces Closing of Thalveg Transaction

MINNEAPOLIS -March 31, 2004 ---Net Perceptions, Inc. (Nasdaq: NETP) today
announced that it had closed the previously announced transaction with Thalveg
Data Flow LLC pursuant to which it received $1.8 million for the sale of its
patent portfolio and a royalty-free license back under the transferred
patents.

Net Perceptions also announced that it had granted to a software company a
non-exclusive source code license to a portion of the Company's intellectual
property and sold certain technology related to a product discontinued in
2002. The aggregate consideration for the sale and license was $325,000.