**Exhibit 10.1**

 

**PURCHASEAGREEMENT**

**Byand Between**

**THEGOLD BUSINESS, LLC**

**asBUYER**

**and**

**OUTDOORCHANNEL HOLDINGS, INC.**

**asSELLER**

**and**

**GOLDPROSPECTORS’ ASSOCIATION OF AMERICA, INC.**

**April 24,2007**

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**TABLE OF CONTENTS**
|                                                                          | ** **                                   | ** ** | **Page** |
|--------------------------------------------------------------------------|----------------------------------------------|------------|----------|
| ARTICLE 1 DEFINITIONS AND INTERPRETATION                            |                                         | 1          |
|                                                                     |                                         |       |
| 1.1                                                                      | Certain Definitions                          |       | 1        |
| 1.2                                                                      | Interpretation                               |       | 8        |
|                                                                     |                                         |       |     |
| ARTICLE 2 PURCHASE AND SALE; CLOSING                                |                                         | 8          |
|                                                                     |                                         |       |
| 2.1                                                                      | Sale and Issuance of Securities              |       | 8        |
| 2.2                                                                      | Closing                                      |       | 9        |
| 2.3                                                                      | Further Assurances; Post-Closing Cooperation |       | 9        |
| 2.4                                                                      | Delivery                                     |       | 9        |
| 2.5                                                                      | Purchase Price Adjustment                    |       | 10       |
|                                                                     |                                         |       |     |
| ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF  SELLER AND PARENT GPAA |                                         | 12         |
|                                                                     |                                         |       |     |
| 3.1                                                                      | Organization and Qualification; Subsidiaries |       | 12       |
| 3.2                                                                      | Authority; No Conflict                       |       | 12       |
| 3.3                                                                      | Consents                                     |       | 13       |
| 3.4                                                                      | Litigation                                   |       | 13       |
| 3.5                                                                      | Brokers or Finders                           |       | 13       |
| 3.6                                                                      | Governmental Consent                         |       | 13       |
| 3.7                                                                      | Financial Information                        |       | 13       |
| 3.8                                                                      | Taxes                                        |       | 14       |
| 3.9                                                                      | Insurance                                    |       | 16       |
| 3.10                                                                     | Employees; Labor Disputes                    |       | 16       |
| 3.11                                                                     | Employment and Benefits                      |       | 17       |
| 3.12                                                                     | Customers; Vendors                           |       | 18       |
| 3.13                                                                     | LDMA-AU                                      |       | 18       |
| 3.14                                                                     | GPAA                                         |       | 19       |
| 3.15                                                                     | Restrictions on Business Activities          |       | 20       |
| 3.16                                                                     | Arm’s Length Negotiations               |       | 20       |
| 3.17                                                                     | Assets and Real Property of Gold Business    |       | 20       |
|                                                                     |                                         |       |     |
| ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF  BUYER                  |                                         | 21         |
|                                                                     |                                         |       |
| 4.1                                                                      | Organization and Qualification               |       | 21       |
| 4.2                                                                      | Access to Data                               |       | 21       |
| 4.3                                                                      | Tax Advisors                                 |       | 21       |
| 4.4                                                                      | Authority                                    |       | 22       |
| 4.5                                                                      | Consents                                     |       | 22       |
| 4.6                                                                      | Brokers or Finders                           |       | 22       |
| 4.7                                                                      | Litigation                                   |       | 22       |

 

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|                                                                                | ** **                                             | ** ** | **Page** |
|--------------------------------------------------------------------------------|--------------------------------------------------------|------------|----------|
| 4.8                                                                            | Compliance with Other Instruments                      |       | 22       |
| 4.9                                                                            | Disclosure                                             |       | 23       |
| 4.10                                                                           | Arm’s Length Negotiation                          |       | 23       |
| 4.11                                                                           | Title to Seller Common Stock held by Buyer             |       |     |
|                                                                           |                                                   |       |     |
| ARTICLE 5 OMITTED                                                         |                                                   | 23         |
|                                                                           |                                                   |       |
| ARTICLE 6 COVENANTS AND AGREEMENTS                                        |                                                   | 23         |
|                                                                           |                                                   |       |
| 6.1                                                                            | Filings                                                |       | 23       |
| 6.2                                                                            | Non-Solicitation                                       |       | 23       |
| 6.3                                                                            | Employment Matters                                     |       | 24       |
| 6.4                                                                            | Public Announcements                                   |       | 24       |
| 6.5                                                                            | Mail Handling                                          |       | 24       |
| 6.6                                                                            | Customer and Vendor Relations                          |       | 25       |
| 6.7                                                                            | Books and Records; Tax Matters                         |       | 25       |
| 6.8                                                                            | Consents                                               |       | 27       |
| 6.9                                                                            | Assumption of Liabilities by Buyer                     |       | 28       |
| 6.10                                                                           | Delivery of Title to Real Property                     |       | 28       |
| 6.11                                                                           | Further Assurances                                     |       | 28       |
| 6.12                                                                           | Burnt River Camp, Oregon Property                      |       | 28       |
| 6.13                                                                           | Scotts River, California Property                      |       | 29       |
|                                                                           |                                                   |       |     |
| ARTICLE 7 CONDITIONS                                                      |                                                   | 29         |
|                                                                           |                                                   |       |     |
| 7.1                                                                            | Conditions to Obligations of Buyer and Seller          |       | 29       |
| 7.2                                                                            | Conditions to Obligations of Buyer                     |       | 30       |
| 7.3                                                                            | Conditions to Obligations of Seller                    |       | 30       |
|                                                                           |                                                   |       |     |
| ARTICLE 8 SURVIVAL OF REPRESENTATIONS AND  WARRANTIES AND INDEMNIFICATION |                                                   | 31         |
|                                                                           |                                                   |       |
| 8.1                                                                            | Survival of Representations, Warranties and  Covenants |       | 31       |
| 8.2                                                                            | Buyer Indemnification                                  |       | 31       |
| 8.3                                                                            | Seller Indemnification                                 |       | 32       |
| 8.4                                                                            | Indemnification Procedure                              |       | 33       |
| 8.5                                                                            | Limitation on Recovery                                 |       | 35       |
| 8.6                                                                            | Insurance                                              |       | 35       |
| 8.7                                                                            | Sole and Exclusive Remedy                              |       | 35       |
| 8.8                                                                            | Assignment of Claims                                   |       | 35       |

 

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|                          | ** **                             | ** ** | **Page** |
|--------------------------|----------------------------------------|------------|----------|
| ARTICLE 9 [OMITTED] |                                   | 36         |
|                     |                                   |       |     |
| ARTICLE 10 GENERAL  |                                   | 36         |
|                     |                                   |       |
| 10.1                     | No Third Party Beneficiaries           |       | 36       |
| 10.2                     | Notices                                |       | 36       |
| 10.3                     | Entire Agreement; Modification; Waiver |       | 37       |
| 10.4                     | Expenses                               |       | 37       |
| 10.5                     | Attorney’s Fees                   |       | 37       |
| 10.6                     | Time of the Essence                    |       | 37       |
| 10.7                     | Governing Law and Construction         |       | 37       |
| 10.8                     | Jurisdiction                           |       | 38       |
| 10.9                     | Remedies Cumulative                    |       | 38       |
| 10.10                    | Assignment                             |       | 38       |
| 10.11                    | Relationship                           |       | 38       |
| 10.12                    | Counterparts                           |       | 38       |
| 10.13                    | Severability                           |       | 38       |
| 10.14                    | Dispute Resolution                     |       | 38       |

 

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**SCHEDULES**
| Schedule | ** ** | **Description**            |
|----------|------------|----------------------------|
|     |       |                       |
| 7.2(g)   |       | Seller Officer Certificate |
| 7.3(d)   |       | Buyer Officer Certificate  |

 
| Exhibits | ** ** | **Description**                         |
|----------|------------|-----------------------------------------|
|     |       |                                    |
| A        |       | Transition Services Agreement           |
| B        |       | Programming License Agreement           |
| C        |       | Lease Agreement with Musk Ox Properties |
| D        |       | Real Property                           |
| E        |       | State Tax Liabilities                   |

 

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PRIVILEGED ANDCONFIDENTIAL

 

**PURCHASE AGREEMENT**

ThisPurchase Agreement (this “**Agreement**”) ismade as of April 24, 2007, by and among Outdoor Channel Holdings, Inc., aDelaware corporation (the “**Seller**”), GoldProspectors’ Association of America, Inc., a California corporation and awholly-owned subsidiary of Seller and the parent of Gold Prospectors’Association of America, LLC, (“**Parent GPAA**”)and The Gold Business, LLC. (the “**Buyer**”).

# ARTICLE 1DEFINITIONS AND INTERPRETATION

## 1.1                                 CertainDefinitions.  The terms defined in this Agreement shall have theirrespective defined meanings whenever such terms are used in this Agreement,unless the context expressly or by necessary implication otherwiserequires.  In addition, the followingterms shall have the meanings set forth below:

### (a)                            **“Adjustment Amount”** shall have the meaning ascribed to suchterm as set forth in Section 2.5(e).

### (b)                           “**Affiliate**” shall mean any entity which controls, is controlledby, or is under common control with, Seller or Buyer, as the case may be.  An entity shall be deemed to be in control ofanother entity if, and for so long as, it owns or controls more than 50% of thevoting power in the election of directors (or, in the case of an entity that isnot a corporation, for the election of the corresponding managing authority) ofsuch other entity.

### (c)                             “**Affiliated Group**” means any affiliatedgroup within the meaning of Code Section 1504(a) or any similar group definedunder a similar provision of state, local, or foreign law.

### (d)                           “**Agreement**” shall have the meaning ascribed to such term in theintroductory paragraph.

### (e)                            **“Airtime Agreement”** means that certain agreement by andbetween Global Outdoors, Inc. and The Outdoor Channel, a subsidiary of theSeller, dated as of January 21, 1998.

### (f)                              “**Assumed Liabilities**” shall have the meaningascribed to such term in the Section 6.9 hereof.

### (g)                           “**Breach**” shall mean any breach of, or any inaccuracy in, anyrepresentation or warranty or any breach of, or failure to perform or complywith, any covenant or obligation, in or

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### of this Agreement or any other Contract, orany event which with the passing of time or the giving of notice, or both,would constitute such a breach, inaccuracy or failure.

### (h)                           “**Business Day**” shall mean any day other than Saturday or Sundayor any other day on which banks in California are permitted or required to beclosed.

### (i)                               “**Buyer**” shall have the meaning ascribed tosuch term in the introductory paragraph.

### (j)                               “**Buyer Disclosure Schedule**” shall have themeaning ascribed to such term in Article 4.

### (k)                            “**Buyer Indemnified Parties**” shall have the meaning ascribed tosuch term in Section 8.3(a).

### (l)                               “**Cap**” shall have the meaning ascribed tosuch term in Section 8.3(c).

### (m)                         “**Closing**” shall have the meaning ascribed to such term in Section 2.2.

### (n)                            “**Closing Date**” shall have the meaning ascribed to such term in Section 2.2.

### (o)                           “**Code**” shall mean the Internal Revenue Code of 1986, asamended.

### (p)                           “**Collateral Agreements**” shall mean: (i) the TransitionServices Agreement; and (ii) the Programming License Agreement.

### (q)                           “**Consent**” shall mean any approval, consent, ratification,permission, waiver or authorization (including any Governmental Authorization).

### (r)                              “**Consideration**” shall mean $2,000,000.

### (s)                            “**Contract**” shall mean any agreement, lease, license, evidenceof indebtedness, mortgage, indenture, security agreement or other contract(whether written or oral).

### (t)                              “**Covenant Breach**” shall mean with respect toa Party, a breach of, nonfulfillment or failure to comply with a covenant orobligation expressly made by such Party herein or in any other certificate,document, (other than the Collateral Agreements) writing or instrumentdelivered by such Party pursuant to this Agreement.

### (u)                           “**Determination Date**” shall have the meaning ascribed to suchterm in Section 2.5(d) hereof.

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### (v)                           “**Employees**” shall mean the employees of GPAA and LDMA as at theClosing Date.

### (w)                         “**ERISA**” shall mean the Employee Retirement Income Security Actof 1974, as amended.

### (x)                             “**ERISA Affiliate**” shall mean any entitywhich is (or at any relevant time was) a member of a “controlled group ofcorporations” with or under “common control” with Seller as defined inSection 414(b) or (c) of the Code.

### (y)                           “**Estimated Working Capital**” shall have the meaning ascribed tosuch terms as set forth in Section 2.5(a).

### (z)                             “**Final Stockholders Equity**” shall have themeaning ascribed to such terms as set forth in Section 2.5(c).

### (aa)                      “**Gold Business**” shall mean that portion of Seller’s businessconsisting of, and relating to the operations of LDMA and GPAA, including, butnot limited to: (i) the activities involving the promotion and sale ofgold prospecting expeditions to (A) the Cripple River property locatednear Nome, Alaska; and (B) the Pine Log property located in the Motherloderegion of California; (ii) the sale of memberships in Lost Dutchman’swhich entitle members to engage in gold prospecting on certain real estateproperties; (iii) the sale of products and services related to goldprospecting, gold expositions, expeditions and outings including the printingand distribution of the “Gold Prospectors & Treasure Hunters in theGreat Outdoors” magazine; and (iv) the Gold Business ProductionRights.  For the avoidance of doubt, theGold Business shall not include any business of Seller related to operating The Outdoor Channel®, anational television network devoted to traditional outdoor activities such ashunting, fishing and shooting sports, as well as off-road motor sportsand other outdoor related lifestyle programming.

### (bb)                    **“GoldBusiness Production Rights”**means the production rights and allintellectual property and intellectual property rights related to the programs “GoldFever”, “Buzzardite Classics”, “Prospecting America”, “Iditarod”, “Buzzardite”,“Gold Prospector’s Show”, “Prospector’s Preacher”, “Prospecting for Gold” and “GoldProspecting”, and any physical footage of the foregoing.

### (cc)                      **“GovernmentalAuthorization**” shall mean any approval, consent, ratification,waiver or other authorization of, or any license, registration or permit issued,granted, or given by or under the authority of any Governmental Entity orpursuant to any Legal Requirement.

### (dd)                    “**GovernmentalEntity**” shall mean any: (i) nation, principality, state,commonwealth, province, territory, county, municipality, district or otherjurisdiction of any nature; (ii) federal, state, local, municipal, foreignor other government; (iii) governmental or quasi governmental authority ofany nature (including any governmental division, subdivision,

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### department, agency, bureau, branch, office,commission, council, board, instrumentality, officer, official, representative,organization, unit, body or entity and any court or other tribunal);(iv) multi national organization or body; or (v) individual, entityor body exercising, or entitled to exercise, any executive, legislative,judicial, administrative, regulatory, police, military or taxing authority orpower of any nature.

### (ee)                      “**GPAA**” shall mean Gold Prospectors’ Association of America,LLC, a California limited liability company, a wholly-owned indirectSubsidiary of Seller.

### (ff)                          “**GPAA Membership Interests**” shall have the meaning ascribed tosuch term in Section 3.14.

### (gg)                    “**IndemnifiedParty**” shall have the meaning ascribed to such term in Section 8.4(a).

### (hh)                    “**IndemnifyingParty**” shall have the meaning ascribed to such term in Section 8.4(a).

### (ii)                            “**Knowledge**” shall mean the actual knowledge, as of the datehereof, of (i) in the case of Seller, Perry T. Massie,William A. Owen and Thomas E. Hornish, and (ii) in the case ofBuyer, Thomas H. Massie.

### (jj)                            “**LDMA**” shall mean LDMA-AU, Inc., a Nevada corporation, awholly-owned Subsidiary of Seller.

### (kk)                      “**LDMA Stock**” shall have the meaning ascribed to such term in Section 3.13.

### (ll)                            “**Legal Requirement**” shall mean any federal, state, county, local,municipal, foreign or other law, ordinance, principle of common law, code,regulation, statute, legislation, constitution, resolution, ordinance, code,edict, decree, proclamation, convention, treaty, rule, ruling, directive,pronouncement, requirement, specification, determination, decision, opinion orinterpretation issued, enacted, adopted, passed, approved, promulgated, made,implemented or otherwise put into effect by or under the authority of anyGovernmental Entity.

### (mm)                “**Lien**”shall mean any lien, claim, preference, charge, license, equity, trust,equitable interest, security interest, mortgage, pledge, hypothecation,encumbrance, right of possession, lease, tenancy, license, encroachment,easement, conditional sale, infringement, interference, Order, proxy, option,right of first refusal, preemptive right, community property interest, titleretention agreement, defect in title, covenant, condition or other restrictionsof any kind (including any restriction on the transfer of any asset, any restrictionon the receipt of any income derived from any asset, any restriction on the useof any asset and any restriction on the possession, exercise or transfer of anyother attribute of ownership of any asset).

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### (nn)                    “**Losses**”shall mean any and all losses, costs, obligations, liabilities, settlementpayments, awards, judgments, fines, penalties, damages, expenses (includingreasonable costs of investigation and defense and reasonable attorneys’ feesand expenses), deficiencies or other charges.

### (oo)                    “**Noticeof Disagreement**” shall have the meaning ascribed to such term as setforth in Section 2.5(d).

### (pp)                    “**Order**”shall mean any: (a) order, judgment, injunction, edict, decree, ruling,pronouncement, determination, decision, opinion, verdict, sentence, subpoena,writ or award issued, made, entered, rendered or otherwise put into effect byor under the authority of any court, administrative agency or otherGovernmental Entity or any arbitrator or arbitration panel; or(b) Contract with any Governmental Entity entered into in connection withany Proceeding.

### (qq)                    “**ParentGPAA**” shall have the meaning ascribed to such term in theintroductory paragraph.

### (rr)                          “**Party**” and “**Parties**”shall mean the Buyer, Seller and Parent GPAA.

### (ss)                      “**Person**” shall mean an individual, a partnership, a limitedliability company, a corporation, an association, a joint stock corporation, atrust, a joint venture, an unincorporated organization, or a governmentalentity (or any department, agency, or political subdivision thereof).

### (tt)                          “**Post Closing Statement**” shall have the meaning ascribed to it Section 2.5(c).

### (uu)                    “**PotentialContributor**” shall have the meaning ascribed to such term in Section 8.8.

### (vv)                    “**Proceeding**”shall mean any action, suit, litigation, arbitration, proceeding (including anycivil, criminal, administrative, investigative or appellate proceeding and anyinformal proceeding), prosecution, contest, hearing, inquiry, audit,examination or investigation (other than a routine inspection) commenced,brought, conducted or heard by or before, or otherwise involving, anyGovernmental Entity or any arbitrator or arbitration panel.

### (ww)                “**ProgrammingLicense Agreement**” shall mean the programming license agreement,entered into by and between Seller and Buyer as of the Closing Date, in formand substance satisfactory to Buyer and Seller, attached hereto as Exhibit B.

### (xx)                        “**Purchase Price**” shall mean $2,000,000.

### (yy)                    **“RealProperty”** shall mean those properties in their commonly known namesset forth on Exhibit D hereto.

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### (zz)                        “**Receiving Party**” shall have the meaning ascribed to such termin Section 8.4.

### (aaa)                “**Records**”shall mean information of Seller that is inscribed on a tangible medium or thatis stored in an electronic or other medium and is retrievable in perceivableform and related to the Gold Business, including client and customer lists andrecords, research and development reports and records, production reports andrecords, service and warranty records, operating guides and manuals, designdatabases and records, and test and characterization programs and proceduresand records, but excluding records relating to the operation of The OutdoorChannel, Inc. by the Seller and emails (except to the extent that any of theRecords described above are embodied solely in email form).

### (bbb)             “**Representatives**”shall mean with respect to a Party, the directors, officers, employees, agents,investment bankers, attorneys, accountants and other advisors to, orrepresentatives of, such Party and/or its Subsidiaries.

### (ccc)                “**Securities**”shall mean all 2,000 shares of LDMA Stock and 100% of the GPAA MembershipInterests.

### (ddd)             “**SecuritiesAct**” shall mean the Securities Act of 1933, as amended.

### (eee)                “**Seller**”shall have the meaning ascribed to such term in the introductory paragraph.

### (fff)                      “**Seller Disclosure Schedule**” shall have the meaning ascribed tosuch term in Article 3.

### (ggg)             “**SellerIndemnified Parties**” shall have the meaning ascribed to such term inSection 8.2(a).

### (hhh)             “**SellerMaterial Adverse Effect**” shall mean any event, condition, change,development, state of facts or other matter (each an “**Effect**”), individually or in combinationwith any other Effect, that has had or could reasonably be expected to have amaterially adverse effect on (i) the Securities, GPAA, or LDMA, or(ii) the ability of Seller to consummate the transactions contemplatedhereby or any agreements delivered or entered into in connection herewith; *provided, however*, that none of the following shall bedeemed, either alone or in combination, to constitute a Seller Material AdverseEffect, nor shall any of the following be taken into account in determiningwhether there has been a Seller Material Adverse Effect: any Effect resultingfrom or arising out of (i) the announcement of this Agreement or pendencyof the transactions contemplated hereby, including loss of Employees (but onlyto the extent that such Effect is the direct and proximate cause of suchannouncement or pendency), (ii) fluctuations in the Seller’s stock price,(iii) performance by a Party of its obligations under this Agreement or asrequired by applicable Laws or accounting requirements, (iv) generaleconomic conditions in the United States that do not disproportionately andadversely affect the Gold Business, taken as a whole, in any material

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### respect, and (v) any natural disaster orany acts of terrorism, sabotage, military action or war (whether or notdeclared) or any escalation or worsening thereof.

### (iii)                         “**Seller Plans**” shall mean each “employee benefit plan” (withinthe meaning of Section 3(3) of ERISA), and each severance, change incontrol, retention or employment, termination pay, performance, retirement,thrift, savings plan, program or agreement, and any pension, profit sharing,deferred compensation, vacation, paid time off, perquisite, fringe benefit,incentive, bonus, stock option, stock purchase, stock appreciation, andrestricted stock plan, disability, death benefit, hospitalization, medical,dental, life or other insurance (whether insured or self-insured),welfare benefit, employee loan, employee assistance, supplementary unemploymentbenefit or any other plan, program, arrangement, understanding, or policy(whether or not legally binding) under which any Employee has any present orfuture right to benefits and under which Seller or any of its ERISA Affiliateshas had or has any present or future liability.

### (jjj)                         **“State Tax Liabilities”** shall have the meaning ascribed to itin Section 6.9 hereof.

### (kkk)                “**StockholdersEquity**” shall mean the assets minus the liabilities adjustedconsistent with the March Balance Sheet.

### (lll)                         “**Subsidiary**” shall mean with respect to a Party, any othercorporation, limited liability company, general or limited partnership,unincorporated association or other business entity of which (a) if acorporation, a majority of the total voting power of shares of stock entitled(without regard to the occurrence of any contingency) to vote in the electionof directors, managers or trustees thereof is at the time owned or controlled,directly or indirectly, by such Party, or one or more of the other Subsidiariesof such Party or a combination thereof, or (b) if a limited liabilitycompany, partnership, association or other business entity, a majority of thepartnership or other similar ownership interest thereof is at the time owned orcontrolled, directly or indirectly, by such Party, or one or more Subsidiariesof such Party or a combination thereof.

### (mmm)       “**Survival Date**”shall have the meaning ascribed to such term in Section 8.1.

### (nnn)             “**Tax(es)**”shall mean with respect to any Person: (i) any federal, state, provincial,regional, county, local or foreign and other taxes (including withoutlimitation, any income (net, gross, or otherwise), alternative or add onminimum tax, gross income, gross receipts, property, sales, value added, use,transfer, gains, license, excise, employment, payroll, services, franchise, advalorem, recording, excise, stamp, withholding or minimum tax, or any other taxcustom, duty, governmental fee or other like assessment or charge of any kindwhatsoever), together with any interest, levies, assessments, charges,penalties, additions to tax or additional amounts imposed by a GovernmentalEntity, (ii) any joint or several liability of such Person with any otherPerson for the payment of any amounts of the type described in (i) of thisdefinition, and (iii) any liability of such Person for the payment of anyamounts of the type described in (i) as the

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### result of any obligation to indemnify anyother Person, by way of a Tax sharing agreement, or otherwise.

### (ooo)             “**TaxReturn(s)**” shall mean all federal, state, local and foreign returnsand reports, consolidated or otherwise (including without limitationinformation returns, elections, declarations, estimates, disclosures,schedules, claims for refund) required to be filed with any GovernmentalEntity.

### (ppp)             “**ThirdParty**” shall mean a Person that is not a Party to this Agreement.

### (qqq)             “**ThirdParty Claim**” shall mean any claim against any Buyer IndemnifiedParty or Seller Indemnified Party by a Third Party, whether or not involving aProceeding.

### (rrr)                       “**Transition Services Agreement**” shall mean the transitionservices agreement, entered into by and between Seller and Buyer as of theClosing Date, in form and substance satisfactory to Buyer and Seller, attachedhereto as Exhibit A.

### (sss)                “**TreasuryRegulations**” or “**Treas. Reg.**”shall mean the Regulations promulgated under the Internal Revenue Code of 1986,as amended.

### (ttt)                      “**WARN Act**” shall mean the Worker’s Adjustment and RetrainingNotification Act of 1988, as amended.

### (uuu)             “**WarrantyBreach**” shall mean with respect to a Party, an inaccuracy in orBreach of any representation or warranty expressly made by such Party herein orin such Party’s Disclosure Schedule, any certificate delivered by such partypursuant to Section 2.4, any transfer instrument or any othercertificate or document (other than the Collateral Agreements) delivered bysuch Party pursuant to this Agreement (without giving effect to any update tosuch Party’s Disclosure Schedule).

## 1.2                                 Interpretation. The words “include,” “includes” and “including” when used herein shall bedeemed in each case to be followed by the words “without limitation.”  The table of contents and headings containedin this Agreement are for reference purposes only and shall not affect in anyway the meaning or interpretation of this Agreement.

# ARTICLE 2PURCHASE AND SALE; CLOSING

## 2.1                                 Saleand Issuance of Securities.  Subject to the terms and conditions ofthis Agreement, at the Closing, the Buyer agrees to purchase, and the Seller agreesto sell to the Buyer,all 2,000 outstanding shares of LDMA Stock and 100% of the GPAAMembership Interests (collectively, the “**Securities**”)in exchange for the Consideration.

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## 2.2                                 Closing. The closing of the transactions contemplated by this Agreement (the “**Closing**”) shall take place at the officesof Wilson Sonsini Goodrich & Rosati, Professional Corporation12235 El Camino Real, Suite 200, San Diego, California 92130, at10:00 a.m. local time following the satisfaction or written waiver of thelast of the conditions of Closing as set forth in Article 7 (otherthan those conditions which, by their nature, are to be satisfied at theClosing, but subject to the satisfaction or waiver thereof), or on such otherdate the Parties may mutually determine (the “**ClosingDate**”).

## 2.3                                 FurtherAssurances; Post-Closing Cooperation.

### (a)                            On the Closing Date, Sellershall, at no cost to Buyer in the manner and form reasonably specified byBuyer, deliver to Buyer all of the Securities.

### (b)                           Following the Closing, theSeller will provide the Buyer, upon the Buyer’s reasonable prior writtenrequest, with copies and extracts from any Records relating to GPAA and LDMA inits possession with respect to periods prior to the Closing, to the extent thatsuch access may be reasonably required by the Party or its Representatives inconnection with (i) the preparation of Tax Returns, (ii) thedetermination or enforcement of rights and obligations under this Agreement,including by any Indemnified Party (as defined below), (iii) compliancewith the requirements of any Governmental Entity, (iv) in connection withany actual or threatened Proceeding; or (v) operation of the Gold Businesspost-Closing.

## 2.4                                 Delivery.

### (a)                            Deliveries by Seller.  At the Closing, Seller will deliver or cause tobe delivered to Buyer the following:

#### (i)                                   anassignment of membership interest in the name of Buyer representing 100% of theGPAA Membership Interests;

#### (ii)                                anassignment separate from stock certificate transferring 100% of the LDMA Stockinto the name of Buyer;

#### (iii)                             abalance sheet of the Gold Business as at March 31, 2007 (the “**March Balance Sheet”**) adjusted to reverseinter-company receivables and a balance sheet of the Gold Business as atDecember 31, 2006;

#### (iv)                            cashand cash equivalents to remain in the Gold Business of no more than $824,583(the “**Gold Cash**”)

#### (v)                               resignationletters of Thomas E. Hornish whereby Mr. Hornish agrees to resign his positionas Secretary and director of LDMA;

#### (vi)                            theSeller Officer Certificate referred to in Section 7.2(g) hereunder;

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#### (vii)                         theLDMA/AU Management Contract**;**

#### (viii)                      resignationletters of Perry Massie whereby Mr. Massie agrees to resign his position asDirector, Vice President and Secretary of Parent GPAA and as President andChairman of the Board of LDMA;

#### (ix)                              thedeeds to the Real Property;

#### (x)                                 theTransition Services Agreement, duly executed by Seller; and

#### (xi)                              theProgramming License Agreement, duly executed by Seller.

### (b)                           Deliveries by Buyer.  At the Closing, Buyer will deliver or causeto be delivered to Seller the following:

#### (i)                                   theConsideration;

#### (ii)                                cashremaining in the Gold Business in excess of the Gold Cash ($1,588,932);

#### (iii)                             thecertificate referred to in Section 7.3(d) hereunder;

#### (iv)                            theTransition Services Agreement, duly executed by Buyer; and

#### (v)                               theProgramming License Agreement, duly executed by Buyer.

## 2.5                                 PurchasePrice Adjustment.

### (a)                            Delivery of BalanceSheet.  On the Closing Date, theSeller shall deliver to the Buyer the March Balance Sheet setting forth theassets and liabilities of the Gold Business and the Stockholders Equity of theGold Business as of March 31, 2007 (the “**EstimatedStockholders Equity**”).

### (b)                           Post-ClosingBalance Sheet.  Within ninety (90)calendar days after the Closing Date, the Buyer shall prepare and deliver to theSeller a statement (the “**Post ClosingStatement**”) setting forth its calculation of the Stockholders Equityas of the close of business on the Closing Date (the “**Final Stockholders Equity**”) prepared inaccordance with the past practices of the Seller in the ordinary course ofbusiness.

### (c)                            Disputes.  During the thirty-(30)-calendar-dayperiod following receipt of the Post-Closing Statement, the Seller shallbe permitted to review the books, records, working papers and all otherinformation and materials reasonably related to the Post-ClosingStatement, and the Buyer shall cooperate with the Seller to provide it withreasonable access to facilities and personnel (including those responsible forthe preparation of the Post-Closing Statement) and any other informationused in preparing the Post-Closing Statement reasonably requested bythem.  The 

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### Post-Closing Statement shall becomefinal and binding on the thirtieth (30th) calendar day following the Seller’sreceipt thereof, provided the Buyer has reasonably cooperated as providedabove, unless the Seller gives written notice of its disagreement with the Post-ClosingStatement (a “**Notice of Disagreement**”)to the Buyer on or prior to such date. Any Notice of Disagreement shall specify the nature of any disagreementso asserted.  If a Notice of Disagreementis received by the Buyer in a timely manner, then the Post-ClosingStatement (as revised in accordance with this sentence) shall become final andbinding on the earlier of (i) the date on which the Buyer and the Sellerresolve in writing any differences they have with respect to the mattersspecified in the Notice of Disagreement or (ii) the date on which anydisputed matters are finally resolved in writing by the parties (the earlier ofsuch dates the “**Determination Date**”).  During the fifteen-(15)-calendar-dayperiod following the delivery of a Notice of Disagreement, the Buyer and theSeller shall seek in good faith to resolve in writing any differences that theymay have with respect to the matters specified in the Notice ofDisagreement.  If such dispute has notbeen resolved by the end of such fifteen- (15)-calendar-dayperiod, the Buyer and the Seller shall escalate the dispute to their respectiveChief Financial Officers or similar level executives who shall consider thedispute in a mutually agreeable location and shall attempt in good faith toresolve the dispute.  If such officersare unable to resolve such dispute within ten (10) calendar days, the Buyer andthe Seller shall submit for arbitration any and all matters that remain indispute and were properly included in the Notice of Disagreement.

### (d)                           Final Purchase PriceAdjustment.  The final purchase priceof the Gold Business shall be payable in cash adjusted by an amount equal tothe Final Stockholders Equity minus the Estimated Stockholders Equity (“**Adjustment Amount**”), which may be positiveor negative.  If the Adjustment Amount isa positive number, then the Purchase Price shall be increased by the absolutevalue of the Adjustment Amount, and if the Adjustment Amount is a negativenumber, then the Purchase Price shall be decreased by the absolute value of theAdjustment Amount.

#### (i)                                   Ifthe Adjustment Amount is a positive number then, promptly following theDetermination Date, and in any event within five (5) Business Days thereafter,the Buyer shall pay to the Seller the Adjustment Amount, as finally determined,plus interest on the Adjustment Amount from the Closing Date to the date ofpayment at the “Prime Rate” of interest published in the “Money Rates” columnof *The Wall Street Journal* (or the averageof such rates if more than one rate is indicated) on the Closing Date.

#### (ii)                                Ifthe Adjustment Amount is a negative number then, promptly following theDetermination Date, and in any event within five (5) Business Days thereafter,the Seller shall pay to the Buyer an aggregate amount equal to the absolutevalue of the Adjustment Amount, as finally determined, plus interest on theabsolute value of the Adjustment Amount from the Closing Date to the date ofpayment at the “Prime Rate” of interest published in the “Money Rates” columnof *The Wall Street Journal* (or the averageof such rates if more than one rate is indicated) on the Closing Date.

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# ARTICLE 3REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT GPAA

Exceptas specifically disclosed in the Seller’s public filings (which can be found atwww.sec.gov) and the Seller’s disclosure schedule attached hereto (the “**Seller Disclosure Schedule**”) (each such disclosure of whichshall clearly reference the appropriate section and, if applicable, subsectionof this Article 3 to which it relates, and each such disclosure ofwhich shall be deemed to be incorporated by reference into the representationsand warranties made in this Article 3; provided, that anyinformation disclosed under any paragraph of the Seller DisclosureSchedule shall be deemed disclosed and incorporated into any othersection, subsection, paragraph and clause hereof where it is reasonablyapparent that such disclosure, without reference to extrinsic documentation, isrelevant to such other section, subsection, paragraph or clause), Seller andParent GPAA hereby represent and warrant to Buyer as follows:

## 3.1                                 Organizationand Qualification; Subsidiaries.  Seller and Parent GPPAA are each acorporation duly organized, validly existing and in good standing under thelaws of Delaware and California, respectively. Seller and Parent GPAA have all necessary corporate powers to own itsproperties and to carry on its business as currently owned and operated, and isduly qualified to transact business and is in good standing in alljurisdictions in which the nature of its business or of its properties makessuch qualification necessary, except where the failure to obtain suchqualification would not result in a material adverse effect to the Seller.  Seller’s wholly-owned subsidiary,Parent GPAA, is the record and beneficial owner of all outstanding membershipinterests of GPAA, free and clear of any Liens. Seller is the record and beneficial owner of all outstanding shares ofLDMA Stock, free and clear of any Liens.

## 3.2                                 Authority;No Conflict.  Seller and Parent GPAA have all requisite corporatepower and authority to enter into this Agreement and the Collateral Agreements,and, subject to satisfaction of the conditions set forth herein, to consummatethe transactions contemplated hereby and thereby.  The execution and delivery of this Agreementand the Collateral Agreements, and the consummation of the transactionscontemplated hereby and thereby have been duly authorized by all necessarycorporate action on the part of Seller or Parent GPAA.  This Agreement has been duly executed anddelivered by Seller and Parent GPAA and constitutes the valid and binding obligationsof Seller and Parent GPAA enforceable in accordance with its terms, subject tothe effect of applicable bankruptcy, insolvency, reorganization or othersimilar federal or state laws affecting the rights of creditors and the effector availability of rules of law governing specific performance, injunctiverelief or other equitable remedies.  TheCollateral Agreements, when executed and delivered by Seller and Parent GPAA,will constitute the valid and binding obligation of Seller and Parent GPAA enforceablein accordance with their respective terms, subject to the effect of applicablebankruptcy, insolvency, reorganization or other similar federal or state lawsaffecting the rights of creditors and the effect or availability of rules oflaw governing specific performance, injunctive relief or other equitableremedies.  The execution and delivery ofthis Agreement and the Collateral Agreements do

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## not or willnot, and the consummation of the transactions contemplated hereby and therebywill not, conflict with, or result in any violation of or default (with orwithout notice or lapse of time, or both) under, or give rise to a right oftermination, cancellation or acceleration of any obligation under (a) anyprovision of Seller’s or Parent GPAA’s certificate of incorporation or bylaws,as amended, or (b) any material agreement or instrument, permit, license,judgment, Order, statute, law, ordinance, rule or regulation applicable toSeller, Parent GPAA or their respective properties or assets.

Forpurposes of the representations and warranties made in Sections 3.3through 3.9 and 3.11, all references to “Seller” shall be deemedto also refer to GPAA and LDMA.

## 3.3                                 Consents. Except as set forth on Section 3.3 of the Seller DisclosureSchedule, no consent, waiver, approval, Order or authorization of, orregistration, declaration or filing with, or notice to, any Governmental Entityor any Third Party is required by or with respect to Seller or Parent GPAA inconnection with the execution and delivery of this Agreement or the CollateralAgreements by Seller and Parent GPAA or the consummation by Seller and ParentGPAA of the transactions contemplated hereby or thereby.

## 3.4                                 Litigation. To the Knowledge of the Seller, there is no claim or Proceeding of any naturepending or, to Seller’s Knowledge, threatened against Seller or Parent GPAA,which (a) relates to GPAA and LDMA; or (b) challenges, or that couldreasonably be expected to have the effect of preventing, delaying, makingillegal or otherwise interfering with, any of the transactions contemplated hereby.  To the Knowledge of Seller, no event hasoccurred or circumstance exists that is reasonably likely to give rise to anysuch claim or Proceeding.

## 3.5                                 Brokersor Finders.  Neither the Seller nor Parent GPAA has engaged any Personentitled to, or taken any action that would reasonably be expected to result inany Person being entitled to, receive from Seller any fee or commission as afinder or a broker in connection with this Agreement or the transactionscontemplated hereby.

## 3.6                                 GovernmentalConsent.  To the Knowledge of the Seller and Parent GPAA, no consent,approval or authorization of or designation, declaration or filing with anygovernmental authority on the part of either Seller or Parent GPAA is requiredin connection with the valid execution and delivery of this Agreement, or theoffer and sale of the Securities or the consummation of any other transactioncontemplated by this Agreement, except (i) the filing of such notices asmay be required under the Securities Act of 1933, as amended (the “**Securities Act**”) and (ii) such filingsas may be required under applicable state securities laws, which will be timelyfiled within the applicable periods therefore.

## 3.7                                 FinancialInformation.

### (a)                            The Seller has delivered tothe Buyer (i) the unaudited balance sheet and income statement of the GoldBusiness as of December 31, 2006, and (ii) the March Balance****Sheet, (collectively, the “**Financial Statements**”).  The Financial Statements (i) are true,accurate and complete, (ii) are consistent with the Seller’s books andrecords and (iii) present fairly and

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### accurately the financial position of the GoldBusiness as of the respective dates thereof and the results of operations ofthe Gold Business as of and through such dates.

### (b)                           To the Knowledge of theSeller, all Accounts Receivable of the Gold Business are fully collectible inthe ordinary course of business within three (3) months except to the extent ofan amount not in excess of the reserve for doubtful accounts reflected on theMarch Balance Sheet.

## 3.8                                 Taxes. For the purpose of this Section 3.8, and except as otherwise noted, “Seller”shall include each of Seller, Parent GPAA, GPAA, LDMA (and any respectiveSubsidiaries thereof), and each Affiliated Group for each taxable year duringwhich Parent GPAA and LDMA was a member of the group. Except for the State TaxLiabilities:

### (a)                            Seller has timely filed allmaterial Tax Returns that it was required to file.  All such Tax Returns were correct andcomplete in all material respects in so far as they relate to Parent GPAA,GPAA, and LDMA (and any Subsidiaries thereof).

### (b)                           The accrued liability forTaxes of Seller on or before the date hereof (i) did not, as of the date of theSeller’s most recent regularly prepared balance sheet, exceed the reserve forTax liability set forth thereon, and (ii) will not exceed that reserve asadjusted for the passage of time through the Closing Date in accordance withthe past custom and practice of Seller in filing its Tax Returns.

### (c)                            All Taxes due and owing bySeller with respect to the Gold Business on or before the date hereof (whetheror not shown on any Tax Return) have been paid.

### (d)                           Since December 31,2006, Seller has not incurred any liability for Taxes outside the ordinarycourse of business that would adversely affect Buyer’s ownership of the GoldBusiness.

### (e)                            Except for Taxes for theperiod ended December 31, 2006, the Seller is not currently the beneficiary ofany extension of time within which to file any Tax Return.

### (f)                              No claim has ever beenmade by a Governmental Entity in a jurisdiction where Seller does not file TaxReturns that Parent GPAA, GPAA or LDMA is or may be subject to taxation by thatjurisdiction.

### (g)                           Seller has delivered or madeavailable to Buyer complete and accurate copies of all Tax Returns of theSeller (to the extent related to Parent GPAA, GPAA, and LDMA (and predecessorsof each), for the years ended December 31, 2004, 2005 and 2006, andcomplete and accurate copies of all examination reports and statements ofdeficiencies assessed against or agreed to by the Seller sinceDecember 31, 2001.

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### (h)                           With respect to Parent GPAA,GPAA and LDMA, Seller has not received from any Governmental Entity any(A) notice indicating an intent to open an audit or other review,(B) request for information related to Tax matters, or (C) notice ofdeficiency or proposed adjustment of or any amount of Tax proposed, asserted orassessed by any Governmental Entity against Seller for which Parent GPAA, GPAA,or LDMA could be liable for outstanding Taxes.

### (i)                               With respect to ParentGPAA, GPAA and LDMA, (i) no Proceedings are pending or being conducted withrespect to any Tax matter, (ii) no power of attorney with respect to any Taxesof seller has been filed or executed with any Governmental Entity which isstill effective, (iii) there are no matters under discussion with anyGovernmental Entity, or known to Seller with respect to Taxes that are likelyto result in an additional liability for Taxes with respect to Seller, and (iv)Seller has not waived any statute of limitations in respect of Taxes or agreedto any extension of time with respect to a Tax assessment or deficiency nor hasany request been made in writing for any such extension or waiver.

### (j)                               With respect to ParentGPAA, GPAA and LDMA, Seller has timely withheld and remitted all Taxes requiredto have been withheld and remitted in connection with any amounts paid or owingto any employee, independent contractor, creditor, stockholder or other thirdparty, including without limitation, with respect to the Employees, all federaland state income Taxes, Federal Insurance Contribution Act, FederalUnemployment Tax Act and other similar Taxes required to be withheld and paid.

### (k)                            Neither Parent GPAA, GPAA,nor LDMA (nor any respective Subsidiaries) (A) has ever been a member ofan affiliated group (within the meaning of Code Section 1504(a)) filing aconsolidated federal income Tax Return (other than a group the common parent ofwhich was the Seller, Outdoor Channel Holdings, Inc.), (B) owes any amountunder, or is (over ever was) a party to, any Tax sharing, indemnification orallocation agreement, (C) has any liability for the Taxes of any Personunder Treas. Reg. Section 1.1502-6 (or any similar provision of state,local, or foreign law), as a transferee or successor, by contract, orotherwise.

### (l)                               Seller, Outdoor ChannelHoldings, Inc., has filed a consolidated federal income Tax Return with ParentGPAA, and LDMA (and its respective Subsidiaries) for the taxable yearimmediately preceding the current Tax year and is eligible to make a CodeSection 338(h)(10) election as it relates to the acquisition of LDMA.

### (m)                         There are no Tax Liens on theassets being acquired from Seller attributable to Taxes, other than withrespect to Taxes not yet due and payable.

### (n)                           The Seller is not, nor hasit ever been, a “foreign person” within the meaning of Section 1445 of theCode.

### (o)                           Neither Parent GPAA, GPAA,nor LDMA (nor any of its respective Subsidiaries) has constituted either a “distributingcorporation” or a “controlled corporation” in a

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### distribution of stock intended to qualify fortax-free treatment under Section 355 of the Code (A) in the two (2)years prior to the date of this Agreement.

### (p)                           Neither GPAA nor LDMA (norany of its respective Subsidiaries) (i) has made any payments, isobligated to make any payments, or is a party to any agreement that couldobligate it to make any payments that may be treated as an “excess parachutepayment” under Section 280G of the Code, or (ii) has made any payments andis not a party to any agreement, and does not maintain any plan, program orarrangement, that could require it to make any payments that would not be fullydeductible by reason of Section 162(m) or Section  404 of the Code.

### (q)                           Neither Parent GPAA, GPAA,nor LDMA (nor any of its respective Subsidiaries) owns any interest in anentity that is characterized as a partnership for federal income Tax purposes.

### (r)                              There are no deferredinter-company gains relating to Parent GPAA, GPAA, or LDMA, includingunder Treasury Regulation Section 1.1502-13 (or any similar provision ofstate, local or foreign law) that must be recognized pursuant to the transfersunder this Agreement.

### (s)                            GPAA is treated as a “disregardedentity” for federal income tax purposes.

## 3.9                                 Insurance. All insurance policies of Seller with respect to GPAA and LDMA are (a) infull force and effect (b) are issued by an insurer that is financiallysound and reputable, (c) taken together, provide adequate insurancecoverage for GPAA and LDMA for all risks to which GPAA and LDMA are normallyexposed, and (d) are sufficient for compliance with all Legal Requirementsand Contracts related to GPAA and LDMA. Seller, Parent GPAA, GPAA and LDMA have not received any notice or othercommunication regarding any actual or proposed (x) cancellation orinvalidation of any such insurance policy, (y) refusal of any coverage orrejection of any claim under any such insurance policy, or (z) adjustmentin the amount of the premiums payable with respect to any such insurance policy(other than customary annual adjustments). Seller, GPAA and LDMA have paid all premiums due, and has otherwiseperformed all of its obligations, under all such insurance policies.  There is no pending workers’ compensation orother claim under or based upon any such insurance policy of GPAA and LDMA byany Employee or otherwise related to the Gold Business. Notwithstanding theforegoing, the insurance coverage for LDMA and GPAA under the Seller’s currentinsurance policies will terminate at Closing.

## 3.10                           Employees;Labor Disputes.

### (a)                            As of the date of thisAgreement, GPAA and LDMA are not (i) parties to any collective bargainingagreement applicable to the Employees; (ii) subject to a legal duty tobargain (exclusive of any notification and consultation obligations) with anytrade union on behalf of the Employees; or (iii) the object of any attemptto organize the Employees for collective bargaining purposes or presentlyoperating under an expired collective bargaining agreement.  As of the current time and within the lasttwenty-four (24) months, GPAA and LDMA are not and have not been a

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### party to or subject to any strike, workstoppage, organizing attempt, picketing, boycott or similar activity withrespect to the Employees.

### (b)                           There have not been anyplant closings, mass layoffs or other terminations of employees of GPAA andLDMA at any time which would create any obligations or liabilities under theWARN Act or similar Legal Requirements. Neither GPAA nor LDMA are parties to any Contract or subject to anyrequirement that in any manner restricts Buyer from relocating, consolidating,merging or closing, in whole or in part, any portion of GPAA and LDMA andEmployees, subject to applicable Legal Requirements.

### (c)                            With respect to theEmployees, GPAA and LDMA have complied in all material respects with all LegalRequirements relating to employment practices, terms and conditions ofemployment, equal employment opportunity, nondiscrimination, immigration,wages, hours, benefits, collective bargaining, the payment of social securityand similar Taxes and occupational safety and health.  Seller, GPAA and LDMA are not liable for thepayment of any Taxes, fines, penalties or other amounts, however designated,for failure to comply with any of the foregoing Legal Requirements.

### (d)                           GPAA and LDMA are not andwill not be required to make any filing with or give any notice to, or toobtain any approval, consent, ratification, waiver or other authorization from,any Governmental Entity in relation to any of the Employees in connection withthe execution and delivery of this Agreement and the Collateral Agreements orthe consummation or performance of the transactions contemplated hereby andthereby.

## 3.11                           Employmentand Benefits.

### (a)                            No event has occurred andthere has been no failure to act on the part of GPAA or LDMA or anyadministrator of any Seller Plan that could subject Buyer or its Subsidiariesto the imposition of any tax, penalty or other liability with respect to anySeller Plans, whether by way of indemnity or otherwise.  With respect to each Seller Plan, (i) therehas not occurred any prohibited transaction (within the meaning ofSection 406 of ERISA or Section 4975 of the Code) in which Seller orany of its Subsidiaries or any of their respective employees or any trustee,administrator or other fiduciary of such Seller Plan, or any agent of the foregoingthat would subject Seller or any of its Subsidiaries or, to the Knowledge ofSeller, any of their respective employees, or a trustee, administrator or otherfiduciary of any trust created under any Seller Plan, to the tax or penalty onprohibited transactions imposed by Section 4975 of the Code or thesanctions imposed under Title I of ERISA and (ii) neither Seller norany of its Subsidiaries nor, to the Knowledge of Seller, any trustee,administrator or other fiduciary of any Seller Plan nor any agent of theforgoing, has engaged in any transaction or acted in a manner, or failed to actin a manner that would subject Seller or its Subsidiaries or, any trustee,administrator or other fiduciary, to any material liability for breach offiduciary duty under ERISA or any other applicable Legal Requirements.

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### (b)                           Neither Seller nor any ERISAAffiliate of Seller has sponsored, maintained, participated in or contributedto, and does not now sponsor, maintain, participate in or contribute to,(i) any multi-employer plan, as defined in Section 3(37) ofERISA or a multi-employer benefit plan, (ii) any plan subject toTitle IV of ERISA, (iii) any Seller Plan subject to the minimumfunding requirements of Section 412 of the Code, or (iv) any planwhich provides, or has any liability to provide, life insurance, medical,severance or other employee welfare benefits after retirement to any formerEmployee, except as required by Section 4980B of the Code or similarlaws.  Neither Seller nor any ERISAAffiliate of Seller has any unsatisfied liability under Title IV of ERISAor Section 412 of the Code.

### (c)                            All obligations of Sellerand its ERISA Affiliates relating to group health plan continuation coverage,whether arising by operation of law or by contract, required to be performedunder Section 4980B of the Code (or similar state law), including, but notlimited to, such obligations that may arise by virtue of the transactionscontemplated by this Agreement, have been timely performed.

### (d)                           All amounts owing in respectof employee payroll withholding obligations, remittances, premiums,contributions and assessments under provincial or federal statutes or employeebenefit plans have been fully accrued in the books and Records of Seller andits Subsidiaries and wages, vacation pay, holiday pay and employee benefits ofthe employees of Seller and its Subsidiaries have been fully accrued in Seller’sbooks and Records and reflected as such in Seller’s financial statements.

### (e)                            To the Knowledge of Seller,all Employees have the legal right to perform services for Seller and itsSubsidiaries without condition in accordance with local immigration, workpermit and similar applicable laws and regulations.

### (f)                              Each individual fallingwithin the definition of Employee performs all or substantially all of his orher services for or on behalf of Seller and in connection with the GoldBusiness.

## 3.12                           Customers;Vendors.  To Seller’s Knowledge, GPAA and LDMA have not received anynotice or other communication in writing or otherwise indicating that anycustomer (or other Person) intends to cease dealing with GPAA and LDMA or tootherwise significantly reduce the volume of business transacted by such Personwith GPAA and LDMA below historical levels (other than in the ordinary courseof negotiations).  To Seller’s Knowledge,GPAA and LDMA have not received any notice or other communication (in writingor otherwise), indicating that any vendor from which GPAA and LDMA purchasesgoods and/or services intends to cease acting as a vendor for such Products orotherwise dealing with GPAA and LDMA (other than in the ordinary course ofnegotiations).

## 3.13                           LDMA-AU. LDMA is a corporation duly organized, validly existing and in good standingunder the laws of Nevada.  LDMA has allnecessary corporate powers to own its properties and to carry on its businessas currently owned and operated.  Each ofthe articles of incorporation

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## and bylaws ofLDMA, each as amended to date, is in full force and effect, and LDMA is not inviolation of any of the provisions of such documents.  Prior to the Closing, Seller shall deliver toBuyer a true, complete and correct copy of the current articles ofincorporation and bylaws of LDMA, each as amended to date, and a list of thecurrent officers and directors of LDMA.

### (a)                            The authorized capitalstock of LDMA (“**LDMA Stock**”)consists of Two Thousand (2,000) shares of common stock, par value $1.00 pershare, of which Two Thousand  (2,000)shares are issued and outstanding.  Alloutstanding shares of LDMA Stock are duly authorized, validly issued, fullypaid and nonassessable and not subject to or issued in violation of anypurchase option, call option, right of first refusal, preemptive right,subscription right or any similar right under applicable law, the certificateof incorporation or bylaws of LDMA or any Contract to which LDMA, Seller or anyother Subsidiary of Seller is a party or otherwise bound.  None of the outstanding shares of LDMA Stockhave been issued in violation of any federal or state securities laws.

### (b)                           To Seller’s Knowledge, nosecurity convertible or exchangeable into or exercisable for LDMA Stock hasbeen issued or reserved for issuance or is outstanding as of the date of thisAgreement.  There are no options,preemptive rights, warrants, calls, rights, stockholder agreements, votingtrusts, proxies or other contracts of any kind to which LDMA, Seller or anyother Subsidiary of Seller is a party, or by which any of them is bound,(x) obligating any of them to issue, deliver or sell, or cause to be issued,delivered or sold, additional shares of LDMA Stock or other securitiesconvertible or exchangeable into or exercisable for LDMA Stock or(y) otherwise relating to LDMA Stock or other securities convertible orexchangeable into or exercisable for LDMA Stock.

### (c)                            To the Seller’s Knowledge,the execution and delivery of this Agreement and the Collateral Agreements donot or will not, and the consummation of the transactions contemplated herebyand thereby will not, conflict with, or result in any violation of or default(with or without notice or lapse of time, or both) under, or give rise to aright of termination, cancellation or acceleration of any obligation under(a) any provision of LDMA’s certificate of incorporation or bylaws, asamended, or (b) any material agreement or instrument, permit, license,judgment, Order, statute, law, ordinance, rule or regulation applicable to LDMAor its properties or assets.

## 3.14                           GPAA.

### (a)                            GPAA is a limited liabilitycompany duly organized, validly existing and in good standing under the laws ofCalifornia.  GPAA has all necessarycorporate powers to own its properties and to carry on its business ascurrently owned and operated.  The GPAAOperating Agreement, as amended to date, is in full force and effect, and GPAAis not in violation of any of the provisions of such document.  Prior to Closing, Seller shall deliver toBuyer a true, complete and correct copy of the Operating Agreement of GPAA, asamended to date.

### (b)                           Parent GPAA is the solemember of GPAA and holds 100% of the outstanding membership interests (“**GPAA Membership Interests**”).  The GPAA Membership

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### Interests are duly authorized, validlyissued, and fully paid and not subject to or issued in violation of anypurchase option, call option, right of first refusal, preemptive right,subscription right or any similar right under applicable law, the OperatingAgreement of GPAA or any Contract to which GPAA, Seller or any other Subsidiaryof Seller is a party or otherwise bound. None of the GPAA Membership Interests have been issued in violation ofany federal or state securities laws.

### (c)                            To Seller’s Knowledge, nosecurity convertible or exchangeable into or exercisable for GPAA MembershipInterests has been issued or reserved for issuance or is outstanding as of thedate of this Agreement.  There are nooptions, preemptive rights, warrants, calls, rights, stockholder agreements,voting trusts, proxies or other contracts of any kind to which GPAA, Seller orany other Subsidiary of Seller is a party, or by which any of them is bound,(x) obligating any of them to issue, deliver or sell, or cause to beissued, delivered or sold, additional GPAA Membership Interests or othersecurities convertible or exchangeable into or exercisable for GPAA MembershipInterests or (y) otherwise relating to GPAA Membership Interests or othersecurities convertible or exchangeable into or exercisable for GPAA MembershipInterests.

### (d)                           To the Seller’s Knowledge,the execution and delivery of this Agreement and the Collateral Agreements donot or will not, and the consummation of the transactions contemplated herebyand thereby will not, conflict with, or result in any violation of or default(with or without notice or lapse of time, or both) under, or give rise to aright of termination, cancellation or acceleration of any obligation under(a) any provision of GPAA’s operating agreement and constating documents,as amended, or (b) any material agreement or instrument, permit, license,judgment, Order, statute, law, ordinance, rule or regulation applicable to GPAAor its properties or assets.

## 3.15                           Restrictionson Business Activities.  To the Knowledge of the Seller, there is nocontract (non-competition or otherwise) judgment, injunction, order ordecree to which LDMA or GPAA is a party or otherwise binding upon LDMA or GPAAwhich has or may reasonably be expected to have the effect of prohibiting orimpairing any business practice of LDMA or GPAA (including any restrictions onselling, licensing, manufacturing or from providing services to customers orpotential customers or any class of customers, in any geographic area, duringany period of time, or in any segment of the market, any acquisition ofproperty (tangible or intangible) by LDMA or GPAA, the conduct of the GoldBusiness by LDMA or GPAA, or otherwise limiting the freedom of LDMA or GPAA toengage in any line of business or to compete with any person.)

## 3.16                           Arm’sLength Negotiations.  Seller represents that this Agreement and thetransactions contemplated hereby were negotiated at arm’s length from theBuyer.  Seller has had the opportunity toreview this Agreement, including all attachments hereto, and the transactionscontemplated by this Agreement with Seller’s own legal counsel, tax advisorsand other advisors.

## 3.17                           Assetsand Real Property of Gold Business.  The Real Property and, to theKnowledge of the Seller, all of the assets of the Gold Business, including theGold Business Production Rights, are currently owned by LDMA and GPAA.

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# ARTICLE 4REPRESENTATIONS AND WARRANTIES OF BUYER

Exceptas specifically disclosed in the Buyer disclosure schedule attached hereto (the“**Buyer Disclosure Schedule**”) each suchdisclosure of which shall clearly reference the appropriate section and, ifapplicable, subsection of this Article 4 to which it relates, andeach such disclosure of which shall be deemed to be incorporated by referenceinto the representations and warranties made in this Article 4;provided, that any information disclosed under any paragraph of the BuyerDisclosure Schedule shall be deemed disclosed and incorporated into anyother section, subsection, paragraph and clause hereof where it is reasonablyapparent that such disclosure, without reference to extrinsic documentation, isrelevant to such other section, subsection, paragraph or clause, Buyer herebyrepresents and warrants to Seller as follows:

## 4.1                                 Organizationand Qualification.  Buyer is a limited liability company dulyorganized, validly existing and in good standing under the laws ofCalifornia.  Buyer has all necessarycorporate powers to own its properties and to carry on its business ascurrently owned and operated, and is duly qualified to transact business and isin good standing in all jurisdictions in which the nature of its business or ofits properties makes such qualification necessary.

## 4.2                                 Accessto Data.  The Buyer has had an opportunity to ask questions of, andreceive answers from, the officers of the Seller concerning the Agreement, theexhibits and schedules attached hereto and thereto and the transactions contemplatedby the Agreement, as well as the business, management and financial affairs ofGPAA and LDMA, which questions were answered to its satisfaction.  The Buyer believes that it has received allthe information such Buyer considers necessary or appropriate for decidingwhether to purchase the Securities. Buyer understands that such discussions, as well as any informationissued by the Seller, were intended to describe certain aspects of the businessand prospects of GPAA and LDMA, but were not necessarily a thorough orexhaustive description.  Buyeracknowledges that any business plans prepared by the Seller have been, andcontinue to be, subject to change and that any projections included in suchbusiness plans or otherwise are necessarily speculative in nature, and it canbe expected that some or all of the assumptions underlying the projections willnot materialize or will vary significantly from actual results.  The Buyer also acknowledges that it isrelying solely on its own counsel and not on any statements or representationsof the Seller or its agents for legal advice with respect to this investment orthe transactions contemplated by the Agreement.

## 4.3                                 TaxAdvisors.  The Buyer has reviewed with its own tax advisors the U.S.federal, state, local and foreign tax consequences of this investment and thetransactions contemplated by the Agreement. With respect to such matters, such Buyer relies solely on such advisorsand not on any statements or representations of the Seller or any of itsagents, written or oral.  The Buyerunderstands that it (and not the Seller) shall be responsible for its own taxliability that may arise as a result of this investment or the transactionscontemplated by the Agreement.

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## 4.4                                 Authority. Buyer has all requisite corporate power and authority to enter into thisAgreement and the Collateral Agreements, and, subject to satisfaction of theconditions set forth herein, to consummate the transactions contemplated herebyand thereby.  The execution and deliveryof this Agreement and the Collateral Agreements, and the consummation of thetransactions contemplated hereby and thereby have been duly authorized by allnecessary corporate action on the part of Buyer.  This Agreement has been duly executed anddelivered by Buyer and constitutes the valid and binding obligation of Buyerenforceable in accordance with its terms, subject to the effect of applicablebankruptcy, insolvency, reorganization or other similar federal or state lawsaffecting the rights of creditors and the effect or availability of rules oflaw governing specific performance, injunctive relief or other equitableremedies.  The Collateral Agreements,when executed and delivered by Buyer, will constitute the valid and bindingobligation of Buyer enforceable in accordance with their respective terms,subject to the effect of applicable bankruptcy, insolvency, reorganization orother similar federal or state laws affecting the rights of creditors and theeffect or availability of rules of law governing specific performance,injunctive relief or other equitable remedies. The execution and delivery of this Agreement and the CollateralAgreements do not or will not, and the consummation of the transactionscontemplated hereby and thereby will not, conflict with, or result in anyviolation of or default (with or without notice or lapse of time, or both)under, or give rise to a right of termination, cancellation or acceleration ofany obligation under (a) any provision of Buyer’s operating agreement, or(b) any material agreement or instrument, permit, license, judgment,Order, statute, law, ordinance, rule or regulation applicable to Buyer or itsproperties or assets.

## 4.5                                 Consents. No consent, waiver, approval, Order or authorization of, or registration,declaration or filing with, any Governmental Entity or any Third Party isrequired by or with respect to Buyer in connection with the execution anddelivery of this Agreement and the related agreements contemplated herein byBuyer or the consummation by Buyer of the transactions contemplated hereby orthereby.

## 4.6                                 Brokersor Finders.  Buyer has not engaged any Person entitled to, or takenany action that might result in any person being entitled to receive, any feeor commission as a finder or a broker in connection with this Agreement or thetransactions contemplated hereby.

## 4.7                                 Litigation. There is no claim or Proceeding of any nature pending or, to Buyer’s Knowledge,threatened against Buyer, which (a) relates to Buyer, any of its assets,or the Consideration; or (b) challenges, or that could reasonably beexpected to have the effect of preventing, delaying, making illegal orotherwise interfering with, any of the transactions contemplated hereby.  To the Knowledge of Buyer, no event hasoccurred or circumstance exists that is reasonably likely to give rise to anysuch claim or Proceeding.  There is noOrder to which Buyer or any of its assets is subject.

## 4.8                                 Compliancewith Other Instruments.  Buyer is not in violation or default of anyprovision of its operating agreement. Buyer is not in violation of, or default under any provision of anyinstrument, mortgage, deed of trust, loan, contract, commitment or obligationto which it is a

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## party or bywhich it or any of its properties are bound, which violations or defaults, individuallyor in the aggregate, would have a material adverse effect.  To Buyer’s Knowledge, Buyer is not inviolation of any provision of any Legal Requirement which would have a materialadverse effect on the Buyer’s ability to consummate the transactionscontemplated hereby or any judgment, decree or Order to which it is a party.

## 4.9                                 Disclosure. No representation or warranty made by Buyer in this Agreement contains anyuntrue statement or omits to state a material fact necessary to make any ofthem, in light of the circumstances in which it was made, not misleading.

## 4.10                           Arm’sLength Negotiation.  Buyer acknowledges that Wilson SonsiniGoodrich & Rosati, Professional Corporation, is representing only theSeller in this transaction.  Buyerrepresents that this Agreement and the transactions contemplated hereby werenegotiated at arm’s length from the Seller. Buyer has had the opportunity to review this Agreement, including allattachments hereto, and the transactions contemplated by this Agreement with Buyer’sown legal counsel, tax advisors and other advisors.

ARTICLE 5OMITTEDARTICLE 6COVENANTS AND AGREEMENTS

 

## 6.1                                 Filings. As promptly as practicable after the Closing Date, Buyer and Seller shall eachmake all filings (if any) and give all notices (if any) required to be made andgiven by such party in connection with the transactions contemplated under thisAgreement and the Collateral Agreements; *provided,however*, that Seller shall not be required to dispose of or make anychange to its business or expend any material funds or incur any other burdento comply with this Section 6.1.

## 6.2                                 Non-Solicitation.

### (a)                            Seller agrees that for aperiod of two (2) years from and after the Closing Date it shall not, and itshall cause and each of its Subsidiaries not to, without the prior writtenconsent of Buyer, directly or indirectly, solicit to hire (or cause or seek tocause to leave the employ of Buyer or any of its Subsidiaries) any Employee,unless such person ceased to be an employee of Buyer and/or its Subsidiaries;provided, however, that in no event will any solicitation through the placementof general employment advertising, internet postings, employee referrals, orother publication for general circulation be prohibited by this Section 6.2.

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### (b)                           Except with respect to anEmployee or any person who has ceased to be an employee of Seller or itssubsidiaries, Buyer agrees that for a period of two (2) years from and afterthe Closing Date it shall not, and it shall cause each of its Subsidiaries notto, without the prior written consent of Seller, directly or indirectly,solicit to hire (or cause or seek to cause to leave the employ of Seller or anyof its Subsidiaries) (i) any person employed by Seller or any Subsidiaryof Seller immediately following the Closing or (ii) any person employed by Seller or any Subsidiary of Sellerwho became known to or was identified to Buyer or any of its Subsidiaries inconnection with the transactions contemplated by this Agreement; provided,however, that in no event will any solicitation through the placement ofgeneral employment advertising, internet postings, employee referrals, or otherpublication for general circulation be prohibited by this Section 6.2.

## 6.3                                 EmploymentMatters.

### (a)                            At Closing, all benefits,compensation and taxation matters related to the Employees will become the soleresponsibility of the Buyer for the period commencing immediately after theClosing Date; provided however, that the Seller will make available to theEmployees COBRA coverage under the Seller Plans at the Employee’s or the Buyer’sexpense.

### (b)                           Except as required byapplicable Law or as may be agreed to by Seller and Buyer, Buyer shall notassume any severance obligations or any Seller Plans, including equitycompensation plans, for the Employees. For the avoidance of doubt, Seller shall retain sponsorship of, and allliabilities under, the Seller Plans for the period prior to and including theClosing.  Seller shall retain soleresponsibility for all liabilities relating to, or in connection with, theemployment , or termination of employment, of each Employee prior to andincluding the Closing Date. The Seller shall not be responsible for anyemployment or termination of employment of such Employees immediately followingthe Closing. In addition, the Seller shall accelerate the vesting of eachterminated Employee’s stock options and restricted shares granted under theSeller’s compensation plans as if such options or restricted shares of suchEmployees had vested as of June 3, 2007; provided, however, that each suchEmployee must first sign a general release and waiver of claims in favor of theSeller.

## 6.4                                 PublicAnnouncements.  No Party will issue any press release or make anyother public announcement relating to the transactions contemplated by thisAgreement without the prior consent of the other Party, except that a Party maymake any disclosure required to be made under applicable law or stock exchangeor national market system rule if such Party determines in good faith that it isnecessary to do so and, if practicable, gives prior notice to the other Party.

## 6.5                                 MailHandling.  Effective as of the Closing Date, Buyer and/or itsAffiliates shall have the right to open all mail and packages delivered to itthat are addressed to Seller or any of its Subsidiaries relating to GPAA andLDMA.  To the extent that Buyer and/orany of its Subsidiaries receives any mail or packages addressed to Seller orany of its Subsidiaries and delivered to Buyer and/or any of its Affiliates notrelating to GPAA and LDMA, Buyer shall promptly deliver such mail or packagesto Seller, and any information acquired, directly or indirectly, through accessto such mail or packages shall be subject to the confidentiality obligations inexistence between the Parties.

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## After theClosing Date, Buyer may deliver to Seller any checks or drafts made payable toSeller or any of its Subsidiaries, and Seller shall promptly deposit suchchecks or drafts, and, upon receipt of funds, reimburse Buyer within ten (10)Business Days for the amounts of all such checks or drafts, or, if so requestedby Buyer, endorse such checks or drafts to Buyer for collection.  To the extent Seller or any of itsSubsidiaries receives any mail or packages addressed and delivered to Sellerbut relating to GPAA and LDMA, Seller shall, or shall cause such Subsidiariesto, promptly deliver such mail or packages to Buyer, and any informationacquired, directly or indirectly, through access to such mail or packages shallbe subject to the confidentiality obligations of each Party as previouslyagreed.

## 6.6                                 Customerand Vendor Relations.  For the six-month period following theClosing Date, Seller shall not take any action that is intended to harm itsrelations and goodwill with the suppliers or customers of GPAA and LDMA.

## 6.7                                 Booksand Records; Tax Matters.

### (a)                            Books and Records.  Each Party agrees that it will cooperate withand make available to the other Party, during normal business hours, all booksand Records, information and employees (without substantial disruption ofemployment) retained and remaining in existence after the Closing reasonablyrelated to GPAA and LDMA which are necessary or useful in connection with anyTax inquiry, employee matter, audit, investigation or dispute or any other investigationor litigation or for any other appropriate administrative purpose relating toGPAA and LDMA (except in the case of a dispute between the Parties).  The Party requesting any such books andRecords, information or employees shall bear all of the out of pocket costs andexpenses (including attorneys’ fees, but excluding reimbursement for salariesand employee benefits) reasonably incurred in connection with providing suchbooks and Records, information or employees and shall maintain theconfidentiality of all such information.

### (b)                           Cooperation and RecordsRetention.  Buyer and Seller agree tofurnish or cause to be furnished to the other, upon request, as promptly aspracticable, such information and assistance relating to GPAA and LDMA,including, without limitation, access to books and Records, as is reasonablynecessary for the filing of all Tax Returns by Buyer or Seller, the making ofany election relating to Taxes, the preparation for any audit by anyGovernmental Entity, and the prosecution or defense of any claim, suit orProceeding relating to any Tax.  Each ofBuyer and Seller shall retain all books and Records with respect to Taxespertaining to GPAA and LDMA for a period of at least six years following theClosing Date.  At the end of such period,each Party shall provide the other with at least ten (10) days prior writtennotice before transferring, destroying or discarding any such books andRecords, during which period the Party receiving such notice can elect to takepossession, at its own expense, of such books and Records.  Buyer and Seller shall cooperate fully witheach other, at each Party’s own expense, in the conduct of any audit,litigation or other proceeding relating to Taxes involving GPAA and LDMA.  Buyer and Seller further agree, upon request,to use their reasonable best efforts to obtain any certificate or otherdocument from any Governmental Entity or any other Person as may be necessaryto mitigate, reduce or eliminate

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### any Tax that could be imposed (including, butnot limited to, with respect to the transactions contemplated hereby).  Notwithstanding anything to the contrary inthis Section 6.7 Seller, in its sole discretion, shall have noobligation to disclose any confidential or proprietary information to Buyer,and shall have the right to deliver any information or documentation requestedpursuant to this Section 6.7 in redacted form to the extent suchinformation or documentation is not related solely to GPAA and LDMA.

### (c)                            Notices.  Seller shall promptly notify Buyer in writingupon receipt by Seller of notice of any pending or threatened federal, state,local or foreign Tax audits or assessments relating to the income, propertiesor operations of Seller that reasonably may be expected to relate to GPAA andLDMA, and Buyer shall promptly notify Seller in writing upon receipt by Buyerof notice of any pending or threatened federal, state, local or foreign Taxaudits or assessments relating to the income, properties or operations of Buyerthat reasonably may be expected to relate to GPAA and LDMA for which Sellercould be liable.

### (d)                           Audits.  Seller, Outdoor Channel Holdings, Inc., shallnot settle any audit in a manner that would adversely affect Buyer, GPAA orLDMA and its Subsidiaries without the prior written consent of Buyer, whichconsent shall not be unreasonably withheld, conditioned or delayed.

### (e)                            Characterization ofPayments.  Except as otherwiseprovided in this Agreement, any payments made to any Buyer Indemnified Partypursuant to Section 8.3 shall constitute an adjustment of theconsideration paid for the Securities for Tax purposes and shall be treated assuch by Buyer and Seller on their Tax Returns to the extent permitted by law.

### (f)                              Tax Sharing Agreements.  Any Tax-sharing agreement or similaragreements with respect to or involving Seller and either GPAA or LDMA shall beterminated as of the Closing Date and, after the Closing Date, neither GPAA norLDMA shall be bound thereby or have any liability thereunder.

### (g)                           Code Section 338(h)(10)Election.  At Buyer’s option, Sellerand Buyer shall join in an election to have the provisions of Section338(h)(10) of the Code, and similar provisions of applicable state law (“Section338(h)(10) Elections”) apply to the acquisition of the LDMA Stock.  The parties shall include any income, gain,loss, deduction, or other tax item resulting from the Section 338(h)(10)Election on their Tax Returns to the extent required by applicable law.

### (h)                           Allocation of PurchasePrice.  The Parties agree to allocatethe Purchase Price among the purchased assets, including the assets deemedacquired in the event Buyer elects to make Section 338(h)(10) Elections inaccordance with above.  The allocation ofthe Purchase Price is intended to comply with the requirements ofSection 1060 of the Code and the Treasury Regulations promulgatedthereunder (and any similar provision of state law).  The parties covenant and agree that(i) such allocation shall be determined pursuant to a good faith, arm’slength negotiation and none of the parties shall take a position on any TaxReturn (including IRS Form 8594), before any Governmental Entity or in anyjudicial proceeding that is in any way

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### inconsistent with such allocation without thewritten consent of the other parties to this Agreement or unless specificallyrequired pursuant to a determination by an applicable Governmental Entity;(ii) they shall cooperate with each other in connection with thepreparation, execution and filing of all Tax Returns related to suchallocation; and (iii) they shall promptly advise each other regarding theexistence of any tax audit, controversy or litigation related to suchallocation.

### (i)                               Certain Taxes andFees.  All transfer, documentary,sales, use, stamp, registration and other such Taxes, and all conveyance fees,recording charges and other fees and charges (including penalties and interest)incurred in connection with the Gold Business, if any, shall be borne equallyby the Parties.

### (j)                               Tax Returns andFiling.  Seller shall prepare andfile, or cause to be prepared and filed, all Tax Returns for Taxable periods ofGPAA and LDMA ending on or before the Closing Date required to be filed afterthe Closing Date as promptly as possible, but in no event later than the duedates thereof, as such dates may be extended, and shall pay, or cause to bepaid, all Taxes shown as due on such Tax Returns.  Any Taxes for a Taxable period beginningbefore the Closing Date and ending after the Closing Date shall be apportionedbetween Seller and Buyer as follows: (i) in the case of Taxes based upon or related to income orreceipts, the amount of any such Taxes allocable to the portion of the Taxableperiod ending on the Closing Date shall be based on an “interim closing of thebooks” as of the close of business on the Closing Date; and (ii) in thecase of Taxes other than Taxes described in clause (i), the amount of suchTaxes allocable to the portion of the Taxable period ending on the Closing Dateshall be on a per diem basis whereby the product of (A) the amount of Taxesfor the entire period, and (B) a fraction the numerator of which is thenumber of calendar days in the period ending on the Closing Date and thedenominator of which is the number of calendar days in the entire period.   Notwithstanding the foregoing, for thepurpose of this Agreement, the Taxable income of GPAA and LDMA for Taxableperiods (or portions thereof) ending on or before the Closing Date shall not beadversely affected by any items, events or transactions occurring after theClosing (other than the normal course operations of GPAA and LDMA on theClosing Date).

## 6.8                                 Consents. Subject to the terms and conditions set forth in this Agreement, each of theparties hereto shall use commercially reasonable efforts to take promptly, orcause to be taken promptly, all actions, and to do promptly, or cause to bedone promptly, all things necessary, proper or advisable under applicable lawsand regulations to remove any injunctions or other impediments or delays, legalor otherwise, in order to consummate and make effective the transactionscontemplated by this Agreement for the purpose of securing to the partieshereto the benefits contemplated by this Agreement.

### (a)                            Each of the Seller, ParentGPAA, and Buyer shall promptly execute and file, or join in the execution and filingof, any application, notification or other document that may be necessary inorder to obtain the authorization, approval or consent which may be reasonablyrequired in connection with the consummation of the transactions contemplatedhereby.

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### (b)                           The parties shall usecommercially reasonable efforts to obtain all necessary consents, waivers andapprovals of any parties to any contract as are required thereunder inconnection with the transactions contemplated hereby or for any such contractsto remain in full force and effect so as to preserve all rights of, andbenefits to, the Buyer under such contract from and after the Closing.

## 6.9                                 Assumptionof Liabilities by Buyer.  Except for the liabilities described inSection 6.3(c), the state taxation liabilities listed on Exhibit Ehereto (“**State Tax Liabilities**”)and the liabilities for which the Seller will indemnify the Buyer pursuant toSection 8.3(a) (ii), notwithstanding any other provision in this Agreement tothe contrary, the Buyer shall assume any known and unknown liabilities of theGold Business (or any predecessor owner of all or part of the Gold Business andassets) in existence prior to and subsequent to Closing (the “**Assumed Liabilities**”).

## 6.10                           Deliveryof Title to Real Property.  As soon as reasonably practicable afterthe Closing, the Seller shall obtain and cause to be delivered to the Buyer,with respect to any remaining Real Property, any and all documents required totransfer such property by deed into the name of LDMA, GPAA or as otherwisedirected by the Buyer.

## 6.11                           FurtherAssurances.  Subject to the provisos in Section 6.1 andSection 6.2, the Parties shall cooperate reasonably with each other andwith their Representatives in connection with any steps required to be taken aspart of their respective obligations under this Agreement, and shall(a) furnish upon request to each other such further information,(b) execute and deliver to each other such other documents,(c) transfer any assets identified after the Closing as being Gold Businessassets and (d) do such other acts and things, all as the other Party mayreasonably request for the purpose of carrying out the intent of this Agreementand the transactions contemplated hereby.

## 6.12                           BurntRiver Camp, Oregon Property.  Buyer acknowledges that the RealProperty commonly known as Burnt River Camp, Oregon and located at 28089 BurntRiver Canyon Lane, Baker City, Oregon is currently encumbered by that certainTrust Deed (the “**Oregon Deed of Trust**”)made by Global Resources, an Alaskan corporation (predecessor-in-interestto Seller) to Elkhorn Title Company, as trustee, for the benefit of Osborn L.Allison and Shirley M. Allison, as beneficiaries, dated April 29, 1987 andrecorded May 12, 1987 in Deeds 87 19 046 of the official records of BakerCounty, Oregon, which Oregon Deed of Trust purports to secure indebtedness inthe original principal amount of $50,000. Effective as of the Closing Date, Buyer hereby assumes the Oregon Deedof Trust and agrees to pay and satisfy all past, present and future obligationsor indebtedness evidenced or secured by the Oregon Deed of Trust or evidencedby any notes or other instruments referenced therein or delivered in connectiontherewith, including, without limitation, any principal, interest, penalties orpremiums.  Buyer further agrees toindemnify, defend and hold harmless the Seller Indemnified Parties (definedbelow) from and against any Losses incurred or suffered by the SellerIndemnified Parties arising out of or relating to the Oregon Deed of Trust, theindebtedness secured thereby or any notes or other instruments referencedtherein or delivered in connection therewith.

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## 6.13                           ScottsRiver, California Property.  Buyer acknowledges that the Real Propertycommonly known as Scotts River, California, Oregon is currently encumbered bythat certain Deed of Trust (the “**CaliforniaDeed of Trust**”) made by Global Resources, Inc., an Alaskancorporation (predecessor-in-interest to Seller) to LA Casa TrustDeed Service, as trustee, for the benefit of Homer B. Lewis and Helen VirginiaLewis, as beneficiaries, dated July 11, 1988 and recorded August 17, 1988 asInstrument Number 88009023 of the official records of Siskiyou County,California, which California Deed of Trust purports to secure indebtedness inthe original principal amount of $80,000. Effective as of the Closing Date, Buyer hereby assumes the CaliforniaDeed of Trust and agrees to pay and satisfy all past, present and futureobligations or indebtedness evidenced or secured by the California Deed of Trustor evidenced by any notes or other instruments referenced therein or deliveredin connection therewith, including, without limitation, any principal,interest, penalties or premiums.  Buyerfurther agrees to indemnify, defend and hold harmless the Seller IndemnifiedParties (defined below) from and against any Losses incurred or suffered by theSeller Indemnified Parties arising out of or relating to the California Deed ofTrust, the indebtedness secured thereby or any notes or other instruments referencedtherein or delivered in connection therewith.

# ARTICLE 7CONDITIONS

## 7.1                                 Conditionsto Obligations of Buyer and Seller.  The obligations of Buyer topurchase the Securities from Seller and Seller to sell the Securities hereunderare subject to the fulfillment, at or before the Closing, of each of thefollowing conditions (all or any of which may be waived in whole or in partonly by Buyer and Seller acting jointly):

### (a)                            There shall not be ineffect on the Closing Date any Order or law restraining, enjoining or otherwiseprohibiting or making illegal the consummation of any of the transactionscontemplated by this Agreement or any of the Collateral Agreements.

### (b)                           All Consents, approvals andactions of, filings with and notices to any governmental or regulatoryauthority necessary to permit Buyer and Seller to perform their obligationsunder this Agreement and the Collateral Agreements and to consummate thetransactions contemplated hereby and thereby shall have been duly obtained,made or given, and all terminations or expirations of waiting periods imposedby any governmental or regulatory Authority necessary for the consummation ofthe transactions contemplated by this Agreement and the Collateral Agreements,shall have occurred.

### (c)                            The Collateral Agreementsshall be in form and substance mutually satisfactory to Seller and Buyer, eachin their sole discretion.

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## 7.2                                 Conditionsto Obligations of Buyer.  The obligations of Buyer hereunder topurchase the Securities are subject to the fulfillment, at or before theClosing, of each of the following conditions (all or any of which may be waivedin whole or in part by Buyer in its sole discretion):

### (a)                            Each of the representationsand warranties set forth in ARTICLE 3 that shall be true andcorrect as of the Closing Date (provided that those representations andwarranties which address matters only as of a particular date shall have beentrue and correct only on such date).

### (b)                           Seller shall have performedand complied with, in all material respects, each agreement, covenant andobligation required by this Agreement to be so performed or complied with bySeller at or before the Closing.

### (c)                            Seller shall have deliveredto Buyer the closing deliverables set forth in Section 2.4(a).

### (d)                           Thomas Hornish shall haveresigned as a director of LDMA;

### (e)                            Perry Massie shall haveresigned as Vice President, Secretary and as a director of Parent GPAA andPresident and Chairman of the Board of LDMA;

### (f)                              There shall not haveoccurred and be continuing a Seller Material Adverse Effect.

### (g)                           Buyer shall have received atthe Closing a certificate, dated as of the Closing Date, of an officer ofSeller certifying that the conditions set forth in Sections 7.2(a),7.2(b),7.2(d) , 7.2(e) and 7.2(f) have beensatisfied.

### (h)                           Buyer shall be satisfied, inits sole discretion, with the results of its due diligence investigation andthe disclosures set forth on the Seller Disclosure Schedules.

## 7.3                                 Conditionsto Obligations of Seller.  The obligations of Seller hereunder to sellthe Securities are subject to the fulfillment, at or before the Closing, ofeach of the following conditions (all or any of which may be waived in whole orin part by Seller in its sole discretion):

### (a)                            Each of the representationsand warranties set forth in ARTICLE 4 shall be true and correct ineach case as of the Closing Date (provided that those representations andwarranties which address matters only as of a particular date shall have beentrue and correct only on such date).

### (b)                           Buyer shall have performedand complied with, in all material respects, each agreement, covenant andobligation required by this Agreement to be so performed or complied with byBuyer at or before the Closing.

### (c)                            Buyer shall have deliveredto Seller the closing deliverables set forth in Section 2.4(b).

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### (d)                           Seller shall have receivedat the Closing a certificate, dated as of the Closing Date, of an officer ofBuyer certifying that the conditions set forth in Sections 7.3(a), 7.3(b)and 7.3(c) have been satisfied.

### (e)                            The Air Time Agreement shallhave been terminated.

# ARTICLE 8SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION

## 8.1                                 Survivalof Representations, Warranties and Covenants.  The representations,warranties, covenants and obligations of the Parties set forth in this Agreement,the Seller Disclosure Schedule, the Buyer Disclosure Schedule, the certificatesdelivered pursuant to Section 2.4 any transfer instrument and anyother certificate or document (other than the Collateral Agreements) deliveredpursuant to this Agreement shall survive for twelve (12) months after theClosing Date; *provided, however*,that the representations and warranties of the Seller contained in Section 3.8(Taxes) of this Agreement and the representations and warranties of Buyercontained in Section 4.1 and 4.2 of this Agreement shall survive untilninety (90) days after the expiration of the applicable statutes of limitation(including any extensions thereof) with respect thereto (each such applicabledate, the “**Survival Date**”).  The waiver of any condition based upon theaccuracy of any representation or warranty, or on the performance of orcompliance with any covenant or obligation, will not affect the right toindemnification, reimbursement or other remedy based upon such representations,warranties, covenants and obligations. For purposes of this Agreement, each statement or other item ofinformation set forth in the Seller Disclosure Schedule or Buyer DisclosureSchedule shall be deemed to be a representation and warranty made by the Selleror the Buyer, as applicable, in this Agreement.

## 8.2                                 BuyerIndemnification.

### (a)                            Subject to the limitationsset forth in this ARTICLE 8, and as otherwise expressly set forthherein, Buyer hereby agrees to indemnify Seller and Seller’s Subsidiaries,Affiliates and Representatives (the “**SellerIndemnified Parties**”), against and agrees to hold the SellerIndemnified Parties harmless from any Loss incurred or suffered by the SellerIndemnified Parties (regardless of whether or not such Losses relate to anyThird Party Claim) arising out of or related to:

#### (i)                            aWarranty Breach or Covenant Breach by Buyer;

#### (ii)                         any Taxesof GPAA or LDMA (or any Subsidiary of either), or any Taxes of Buyer leviedwith respect to GPAA and LDMA, attributable to Tax periods (or portions of Taxperiods) ending after the Closing Date and any other Taxes (including any andall income Taxes and Taxes in the nature of income Taxes) of Buyer (and anySubsidiaries of Buyer other than GPAA or LDMA or their Subsidiaries) for anyTax periods; and

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#### (iii)                      the AssumedLiabilities.

### (b)                           Notwithstanding anythingherein to the contrary and subject to the limitations set forth in this ARTICLE 8,Buyer shall have no liability with respect to indemnification under thisAgreement due to a Warranty Breach or Covenant Breach until the aggregateamount of Losses incurred by the Seller Indemnified Parties due to a WarrantyBreach or Covenant Breach by Buyer exceeds $25,000.

### (c)                            Except as expresslyprovided in the next sentence of this Section 8.2(c),notwithstanding anything herein to the contrary, in no event shall Buyer’sliability for Losses (including Buyer’s reasonable costs of defending a ThirdParty Claim pursuant to Section 8.4) under Section 8.2(a)exceed, individually or in the aggregate, One Million Seven Hundred ThousandDollars ($1,700,000).  The provisions ofthis Section 8.2(c) shall not apply to indemnification obligationsarising out of, relating to or resulting from fraud on the part of Buyer.

## 8.3                                 SellerIndemnification.

### (a)                            Subject to the limitationsset forth in this ARTICLE 8, and as otherwise expressly set forthherein, Seller hereby agrees to indemnify Buyer and Buyer’s Subsidiaries,Affiliates and Representatives (the “**BuyerIndemnified Parties**”) against and agrees to hold the BuyerIndemnified Parties harmless from any Loss incurred or suffered by the BuyerIndemnified Parties (regardless of whether or not such Losses relate to anyThird Party Claim) arising out of or related to:

#### (i)                            aWarranty Breach or Covenant Breach by Seller; and

#### (ii)                         any Taxesof Parent GPAA, GPAA, LDMA (and any respective Subsidiaries thereof), or anyTaxes of Seller levied with respect to Parent GPAA, GPAA and LDMA (and anyrespective Subsidiaries thereof), attributable to Tax periods (or portions ofTax periods) ending on or before the Closing Date, and any other Taxesincluding (i) any and all income Taxes and Taxes in the nature of income Taxesarising under Treas. Reg. Section 1.1502-6 (or any similar provision ofstate, local, or foreign law)) of Seller (and any Subsidiaries of Seller otherthan GPAA or LDMA or their Subsidiaries and (ii) any and all Taxes of anyperson imposed on Buyer, GPAA or LDMA (and any of their respectivesubsidiaries) as a transferee or successor by contract or pursuant to any law,rule or regulation attributable to Tax Periods (or portions thereof) ending onor prior to the Closing Date.

### (b)                           Notwithstanding anythingherein to the contrary and subject to the limitations set forth in this ARTICLE 8,Seller shall have no liability with respect to indemnification under thisAgreement due to a Warranty Breach or Covenant Breach until the aggregateamount of Losses incurred by the Buyer Indemnified Parties due to a WarrantyBreach or Covenant Breach by Seller exceeds $25,000.

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### (c)                            Except as expresslyprovided in the last sentence of this Section 8.3(c),notwithstanding anything herein to the contrary, Seller’s liability for Losses(including Seller’s reasonable costs of defending any Third Party Claimpursuant to Section 8.4) under Sections 8.3(a)(i)-(ii)shall not exceed, individually or in the aggregate, One Million Seven HundredThousand Dollars ($1,700,000) (the “**Cap**”).

## 8.4                                 IndemnificationProcedure.

### (a)                            Each Party agrees to giveprompt notice (such Party with the obligation to give notice, the “**Indemnified Party**”) to the other Party (the“**Indemnifying Party**”) of theassertion of any Third Party Claim in respect of which indemnity may be soughtunder this Agreement, including the amount and other details of such ThirdParty Claim; *provided, however*, that thefailure of the Indemnified Party to so notify the Indemnifying Party shall notrelieve the Indemnifying Party of its indemnification obligations hereunder,except to the extent that the Indemnifying Party shall have been materiallyprejudiced by such lack of timely and adequate notice.  The Indemnifying Party shall have the right,at its election, to take over the defense or settlement of any such claim atits own expense by giving prompt notice to that effect to the IndemnifiedParty; *provided, however*, that the IndemnifyingParty shall keep the Indemnified Party reasonably informed of the progress ofsuch Third Party Claim.  If theIndemnifying Party shall have so assumed the defense of any such claim, theIndemnifying Party shall be authorized to consent to a settlement of, or theentry of any judgment arising from, any such Third Party Claim, without theprior written consent of the Indemnified Party, only if (i) suchsettlement shall be a complete release of the Indemnified Party with respect tosuch claim, or (ii) there is no finding or admission of any violation ofany Legal Requirement or the rights of any Person, and the sole relief providedis monetary damages that are paid in fully by the Indemnifying Party.  The prior written consent of the IndemnifiedParty shall be required for any other settlement or entry of judgment, whichshall not be unreasonably withheld or delayed. The Indemnified Party shall at all times have the right, at its optionand expense, to participate fully in, but not to control, any suchdefense.  If the Indemnifying Party,within thirty (30) days after receipt of the Indemnified Party’s notice of aThird Party Claim, does not give such notice to take over the defense of suchThird Party Claim and proceed diligently to defend the Third Party Claim, thenthe Indemnified Party shall have the right, but not the obligation, toundertake the defense of such Third Party Claim.  The Parties shall cooperate in defending anyThird Party Claim, and the defending party shall have reasonable access to thebooks, records and personnel which are pertinent to the defense and which arein the possession or control of the other Party.  The Parties agree that any Indemnified Party,at its own expense, may join an Indemnifying Party in any Third Party Claim, asto which any right of indemnity created by this Agreement would or might apply,for the purpose of enforcing any right of indemnity granted to such IndemnifiedParty pursuant to this Agreement.

### (b)                           Any claim forindemnification made directly by an Indemnified Party and which does not resultfrom a Third Party Claim or action, shall be asserted by prompt written noticesubmitted in good faith and specifying in reasonable detail the basis for suchclaim *provided, however*, that the failure ofthe Indemnified Party to so notify the Indemnifying Party shall not

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### relieve the Indemnifying Party of itsindemnification obligations hereunder, except to the extent that theIndemnifying Party shall have been materially prejudiced by such lack of timelyand adequate notice.  The IndemnifyingParty shall have a period of 30 days within which to respond thereto.  If the Indemnifying Party does not respondwithin such 30 day period, such Party shall be deemed to have accepted responsibilityto, and shall promptly make, such payment and shall have no further right tocontest the validity of such claim.

### (c)                            In case a Party shallobject in writing to any claim or claims made in any notice to recover Lossesfrom the Indemnifying Parties within 30 days after delivery of such notice, theParty receiving such notice (the “**ReceivingParty**”) and the Indemnified Parties shall attempt in good faith toagree upon the rights of the respective parties with respect to each of suchclaims.  If the Receiving Party and theIndemnified Parties should so agree, a memorandum setting forth any agreementreached by the parties with respect to such claim shall be prepared and signedby both parties.  The Indemnified Partiesand the Receiving Party shall each be entitled to rely on any such memorandumand take any actions as may otherwise be contemplated in such memorandum.

### (d)                           If no such agreement can bereached after good faith negotiation and prior to 60 days after deliveryof notice for claim hereunder, either the Indemnified Parties or the ReceivingParty may demand arbitration of the matter unless the amount of the Losses isat issue in pending litigation with a third party, in which event arbitrationshall not be commenced until such amount is ascertained or both parties agreeto arbitration, and in either such event the matter shall be settled byarbitration conducted by one arbitrator mutually agreeable to the IndemnifiedParties and the Receiving Party.  In theevent that, within 30 days after submission of any dispute to arbitration,the Indemnified Parties and the Receiving Party cannot mutually agree on onearbitrator, then, within 15 days after the end of such 30-dayperiod, the Indemnified Parties and the Receiving Party shall each select onearbitrator.  The two arbitrators soselected shall select a third arbitrator. If the Receiving Party fails to select an arbitrator during this 15-dayperiod, then the parties agree that the arbitration will be conducted by onearbitrator selected by the Indemnified Parties. If the Indemnified Parties fails to select an arbitrator during this 15-dayperiod, then the parties agree that the arbitration will be conducted by onearbitrator selected by the Receiving Party.

### (e)                            Any such arbitration shallbe held in San Diego County, California, under the rules then in effect of theAmerican Arbitration Association.  Thearbitrator(s) shall determine how all expenses relating to the arbitrationshall be paid, including, the respective expenses of each Party, the fees ofeach arbitrator and the administrative fee of the American ArbitrationAssociation.  The arbitrator orarbitrators, as the case may be, shall set a limited time period and establishprocedures designed to reduce the cost and time for discovery while allowingthe parties an opportunity, adequate in the sole judgment of the arbitrator ormajority of the three arbitrators, as the case may be, to discover relevantinformation from the opposing parties about the subject matter of the dispute.  The arbitrator, or a majority of the threearbitrators, as the case may be, shall rule upon motions to compel or limitdiscovery and shall have the authority to impose sanctions, including attorneys’fees and costs, to the same extent as a competent court of law or equity,should the arbitrators or a majority of the three arbitrators, as the case maybe, determine that discovery

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### was sought without substantial justificationor that discovery was refused or objected to without substantialjustification.  The decision of thearbitrator or a majority of the three arbitrators, as the case may be, as tothe validity and amount of any claim in such Indemnified Parties’ notice shallbe final, binding, and conclusive upon the parties to this Agreement.  Such decision shall be written and shall besupported by written findings of fact and conclusions which shall set forth theaward, judgment, decree or order awarded by the arbitrator(s), and theIndemnified Parties shall be entitled to indemnification as set forth herein.  Within 30 days of a decision of thearbitrator(s) requiring payment by one Party to another, such party shall makethe payment to such other Party.

### (f)                              Judgment upon any awardrendered by the arbitrator(s) may be entered in any court havingjurisdiction.  The forgoing arbitrationprovision shall apply to any dispute between the Receiving Party, on the onehand, and any Indemnified Party, on the other hand, under this ARTICLE 8hereof.

## 8.5                                 Limitationon Recovery.  With respect to any Loss claimed pursuant to Section 8.2or Section 8.3, the Indemnifying Party shall not be liable, exceptin the case of fraud, for any incidental, special, consequential or punitivedamages, including loss of profits or goodwill, except to the extent aGovernmental Authority has required such amounts to be paid to a Third Party.

## 8.6                                 Insurance. The amount of any Loss claimed pursuant to Section 8.2 or Section 8.3shall be offset by any amounts that the Indemnified Party actually recoversunder insurance policies or agreements or any other person or entityresponsible for such Loss with respect to such Loss (net of all reasonablefees, costs and expenses incurred in enforcing rights to recovery).  The Indemnified Party shall use commerciallyreasonable efforts to recover such amounts promptly.  In the event any such amounts are collectedafter a claim for Losses has been paid by an Indemnifying Party, theIndemnified Party shall promptly reimburse such amounts to such IndemnifyingParty.  The Parties agree to treatindemnification payments as an adjustment to the Purchase Price.

## 8.7                                 Soleand Exclusive Remedy.  Each Party acknowledges and agrees that afterthe Closing Date, its sole and exclusive remedy with respect to any and allclaims other than fraud and willful misconduct relating to or arising out ofany representation, warranty, covenant or agreement made by the other Partypursuant to this Agreement shall be pursuant to the indemnification provisionsof this ARTICLE 8.  Nothingset forth in this Agreement shall be deemed to prohibit or limit either Party’sright at any time before, on or after the Closing Date, to seek injunctive orother equitable relief for the failure of the other Party to perform anycovenant or agreement contained herein.

## 8.8                                 Assignmentof Claims.  If an Indemnified Party receives any payment from anIndemnifying Party in respect of any Loss pursuant to Section 8.2or Section 8.3 and the Indemnified Party could have recovered allor a part of such Loss from a Third Party (a “**PotentialContributor**”) based on the underlying claim asserted against theIndemnifying Party, the Indemnified Party shall assign such of its rights toproceed against the Potential Contributor as are necessary to permit theIndemnifying Party to recover from the Potential Contributor the amount of suchpayment.

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# ARTICLE 9[OMITTED]ARTICLE 10GENERAL

## 10.1                           NoThird Party Beneficiaries.  Nothing contained in this Agreement shallbe construed to confer upon or give to any person or entity other than theParties, the Indemnified Parties, and their successors and assigns, any rightsor remedies under or by reason of this Agreement.

## 10.2                           Notices. All notices, requests, demands, and other communications under this Agreementshall be in writing and shall be deemed to have been duly given (a) on thedate of delivery if delivered personally (by hand or by courier) to the Partyto whom notice is to be given, (b) immediately after it has been sent viafacsimile, with a confirmation of complete transmission received bytransmitting Party, except where dispatch is not on a Business Day, then on thenext Business Day following the date of dispatch, if transmitted via facsimileto the Party to whom notice is to be given, (c) on the third Business Dayafter mailing if mailed to the Party to whom notice is to be given, by firstclass mail registered or certified, postage prepaid, or (d) on theBusiness Day after mailing if mailed by Federal Express, and properly addressedas follows:

| If to Buyer:                                         | Thomas H. Massie                                                             |
|------------------------------------------------------|-----------------------------------------------------------------------------------|
|                                                 | Telephone: (951) 695-7524                                                         |
|                                                 | Fax: (951) 699-4062                                                               |
|                                                 |                                                                              |
| With a copy to  (which shall not constitute notice): | Procopio, Cory,  Hargreaves & Savitch LPP  530 B Street, 21st Floor |
|                                                 | San Diego, CA  92101                                                         |
|                                                 | Attention: Paul  Johnson, Esq.                                                    |
|                                                 | Telephone: (619) 525-3866                                                         |
|                                                 | Fax: (619) 744-5443                                                               |
|                                                 |                                                                              |
| If to Seller:                                        | Outdoor Channel  Holdings, Inc                                                    |
|                                                 | 43445 Business Park  Drive, Suite 113                                             |
|                                                 | Attention: Chief  Financial Officer                                               |
|                                                 | Telephone: (951) 699-4749                                                         |
|                                                 | Fax: (951) 699-4062                                                               |

 

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| With a copy to  (which shall not constitute notice): | Wilson Sonsini  Goodrich & Rosati  Professional Corporation |
|------------------------------------------------------|----------------------------------------------------------------------|
|                                                 | 12235 El Camino Real,  Suite 2001                                    |
|                                                 | Attention: Martin J.  Waters, Esq.                                   |
|                                                 | Telephone: (858) 350-2300                                            |
|                                                 | Fax: (858) 350-2399                                                  |

 

## 10.3                           EntireAgreement; Modification; Waiver.

### (a)                            This Agreement, theCollateral Agreements and the schedules and exhibits attached hereto andthereto set forth the entire agreement of the Parties with respect to thematters contained herein and no prior or contemporaneous agreement orunderstanding pertaining to any such matter shall be effective for anypurpose.  No supplement, modification oramendment to this Agreement shall be binding unless executed in writing by theParties.  No failure on the part of anyPerson to exercise any power, right, privilege or remedy under this Agreement,and no delay on the part of any Person in exercising any power, right,privilege or remedy under this Agreement, shall operate as a waiver of suchpower, right, privilege or remedy; and no single or partial exercise of anysuch power, right, privilege or remedy shall preclude any other or furtherexercise thereof or of any other power, right, privilege or remedy.  No Person shall be deemed to have waived anyclaim arising out of this Agreement, or any power, right, privilege or remedyunder this Agreement, unless the waiver of such claim, power, right, privilegeor remedy is expressly set forth in a written instrument duly executed anddelivered on behalf of such Person; and any such waiver shall not be applicableor have any effect except in the specific instance in which it is given.

### (b)                           Following the Closing Date,Seller shall take reasonable steps to maintain the confidentiality of allinformation included in the Gold Business that Seller held, or purported tohold, as a trade secret prior to the Closing Date.

## 10.4                           Expenses. Each of the Parties shall pay all costs and expenses incurred or to be incurredby it (including, without limitation, all fees related to accounting, legal andother professional services) in negotiating and preparing this Agreement, theCollateral Agreements and the exhibits hereto and thereto, in closing andcarrying out the transactions contemplated by this Agreement, the CollateralAgreements and the exhibits hereto and thereto, and in relation to the transferof the Securities.

## 10.5                           Attorney’sFees.  In any court action at law or equity which is brought by one ofthe Parties to enforce or interpret the provisions of this Agreement, theprevailing Party will be entitled to reasonable attorney’s fees, in addition toany other relief to which that Party may be entitled.

## 10.6                           Timeof the Essence.  Time is of the essence with respect to theperformance of this Agreement.

## 10.7                           GoverningLaw and Construction.  This Agreement shall be governed by andconstrued and enforced in accordance with the applicable laws of the state ofCalifornia without

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## regard to anyprinciples governing conflicts of laws. The Parties acknowledge that their respective legal counsel havereviewed and participated in settling the terms of this Agreement and that anyrule of construction to the effect that any ambiguity is to be resolved againstthe drafting party, shall not be applicable in the interpretation of thisAgreement.

## 10.8                           Jurisdiction. Any Proceeding arising out of or relating to this Agreement may be brought inany state or federal court located in San Diego County, California.

## 10.9                           RemediesCumulative.  Subject to Section 8.7 above, the rights andremedies of the Parties shall be cumulative (and not alternative).  Each of Buyer and Seller agrees that:(a) in the event of any Breach or threatened Breach by such Party of anycovenant, obligation or other provision set forth in this Agreement, the otherParty shall be entitled (in addition to any other remedy that may be availableto it) to an injunction restraining such Breach or threatened Breach; and(b) neither Party nor any other Indemnified Party shall be required toprovide any bond or other security in connection with any such decree, Order orinjunction or in connection with any related action or Proceeding.

## 10.10                     Assignment. This Agreement shall inure to the benefit of and shall be binding on andenforceable by the Parties and their respective successors and permittedassigns.  Neither Party may assign any ofits rights or obligations hereunder, by operation of law or otherwise, withoutthe prior written consent of the other Party, which consent shall not beunreasonably withheld, delayed or conditioned.

## 10.11                     Relationship. The relationship of the Parties is determined solely by the provisions of thisAgreement.  This Agreement does notcreate any agency, partnership, joint venture or trust.

## 10.12                     Counterparts. This Agreement may be executed in two or more counterparts, each of which shallbe deemed to be an original and all of which together shall be deemed to be oneand the same instrument.  Copies ofexecuted counterparts transmitted by electronic facsimile or other means ofelectronic transmission shall be considered original executed counterparts forpurposes of this Section 10.12.

## 10.13                     Severability. If any provision of the Agreement is held to be invalid or unenforceable atlaw, that provision will be reformed as a valid provision to reflect as closelyas possible the original provision giving maximum effect to the intent of theParties, or if that cannot be done, will be severed from the Agreement withoutaffecting the validity or enforceability of the remaining provisions.

## 10.14                     DisputeResolution.  Subject to Section 8.4, in the case of any disputes underthis Agreement, the Parties shall first attempt in good faith to resolve theirdispute informally, or by means of mediation as follows: any Party may, uponwritten notice to the other, submit such dispute to the other Party, or to suchParty’s executives who have the authority to settle the controversy, who shallmeet to attempt to resolve the dispute by good faith negotiations.  In the event the Parties are unable toresolve such dispute within thirty (30) days after such notice is received,each Party may

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## elect tosubmit the dispute to non-binding mediation in San Diego County,California.  If such mediation isunsuccessful in resolving the dispute, any party may avail itself of anyremedies available to it, whether at law or in equity, including recourse toany court of competent jurisdiction.

*[Remainderof page intentionally left blank.]*

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PRIVILEGED ANDCONFIDENTIAL

 

IN WITNESSWHEREOF, this Agreement has been executed by the Parties as of the date firstabove written.
|            | **THE GOLD BUSINESS, LLC.**                              |
|------------|----------------------------------------------------------|
| ** ** |                                                     | ** ** |
|       | By:                                                      | /s/ Thomas H. Massie |
|       |                                                     |   |
|       | Name:                                                    | Thomas H. Massie |
|       |                                                     |   |
|       | Title:                                                   | Managing Member |
|       |                                                     |   |
|       | Address:                                                 |   |
|       |                                                     |   |
|       |                                                     |   |
| ** ** | ** **                                               |
| ** ** | ** **                                               |
|            | **OUTDOOR CHANNEL HOLDINGS, INC.**                       |
| ** ** |                                                     | ** ** |
|       | By:                                                      | /s/ Thomas E. Hornish |
|       |                                                     |   |
|       | Name:                                                    | Thomas E. Hornish |
|       |                                                     |   |
|       | Title:                                                   | COO |
| ** ** | ** **                                               |
| ** ** | ** **                                               |
|            | **GOLD PROSPECTORS’ ASSOCIATION  OF AMERICA, INC.** |
| ** ** |                                                     | ** ** |
|       | By:                                                      | /s/ William Owen |
|       |                                                     |   |
|       | Name:                                                    | William Owen |
|       |                                                     |   |
|       | Title:                                                   | Assistant Secretary |

 

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**SCHEDULE 7.2(g)**

**SellerOfficer Certificate**

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**SCHEDULE 7.3(d)**

**BuyerOfficer Certificate**

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**EXHIBIT A**

**TransitionServices Agreement**

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**EXHIBIT B**

**ProgrammingLicense Agreement**

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**EXHIBIT C**

**Lease**

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**EXHIBIT D**

**RealProperty**

1.****That certain real property commonly known as Scotts RiverJunction, located in Siskiyou County, CA.

2. That certainreal property commonly known as Leadville Property, located in Lake County,Colorado.

3. That certainreal property commonly known as Oconee Camp, located in Oconee County, SouthCarolina.

4. That certainreal property commonly known as Burnt River Camp, located in Baker County,Oregon.

5. That certainreal property commonly known as Cripple River Property, located in the CapeNome Recording District, Alaska.

6. That certainreal property commonly known as Omilak Property, located in the Cape NomeRecording District, Alaska.

7. That certainreal property commonly known as Stanton Camp, located in Yavapai County,Arizona.

8. That certainreal property commonly known as Vein Mountain Camp, located in McDowell County,North Carolina.

9. That certainreal property commonly known as the Athens Property, located in Calhoun County,Michigan.

10. That certainreal property commonly known as Blue Bucket, located in Baker County, Oregon.

11. That certainreal property commonly known as Loud Mine, located in White County, Georgia.

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**EXHIBIT E**

**StateTax Liabilities**

Seller haspaid state income taxes only in California (where its headquarters is located)and had not paid income taxes to any other state. Seller has determined that itmay have state income tax liability up to and including the Closing Datein eight states (Alaska, Arizona, Colorado, Georgia, Michigan, North Carolina,Oregon and South Carolina) other than California in which the gold prospectingproperties are located and have filed income tax returns in those states forpast years, but such returns have not yet been finalized.

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