ASSET
      PURCHASE AGREEMENT

     

    THIS
      PURCHASE AGREEMENT (this
      "Agreement") is made and entered into as of this 10th day of March, 2006, by
      and
      between Select Video, Inc., a Delaware corporation "Seller"), and WPP
      Acquisition, Inc., a Minnesota corporation ("Buyer"). Seller and Buyer are
      referred to herein collectively as the "Parties."

     

    WHEREAS,
      Seller
      wishes to sell to Buyer, and Buyer wishes to buy from Seller, the assets of
      Seller used in the operation of Winners Pot Poker (the "Business") in exchange
      for a certain number of shares of the common stock in Buyer and other agreed
      upon consideration, pursuant to the terms and conditions of this Agreement;
      and

     

    WHEREAS,
      Buyer
      desires to purchase, and Seller desires to sell, the assets of Seller through
      the aforementioned sale of stock; and

     

    WHEREAS,
      after
      the sale and purchase of the Business, the Parties intend to use their best
      efforts to merge Buyer with a publicly traded company for the purpose of
      establishing and enhancing the marketable value of the surviving
      company.

     

    NOW,
      THEREFORE, in
      consideration of these premises and the respective representations, warranties,
      covenants, and agreements set forth in this Agreement, the Parties agree as
      follows:

     

    ARTICLE
      I
      PURCHASE AND SALE OF ASSETS

     

    Section
      1.1 Assets
      To Be Acquired. Subject
      to the terms and conditions and in reliance upon the representations,
      warranties, covenants, and agreements herein, Seller agrees to sell, assign,
      transfer and deliver to Buyer, and Buyer agrees to purchase, acquire and accept
      from

    Seller,
      all of Seller's the right, title and interest in and to those certain assets,
      properties, rights, and contracts used in the Business, wherever located,
      tangible and intangible, including without limitation the assets described
      in
      Sections 1.1.1 through 1.1.8 below (the "Assets"). The Assets include, without
      limitation, the following:

     

    1.1.1
      Inventory. All inventories,
      parts, accessories, materials, supplies, repair and replacement parts, and
      spare
      parts related to the Business (the "Inventory"), including without limitation
      the Inventory listed on Schedule
      1.1.1 and
      updated as of the Closing Date;

     

    1.1.2 Machinery
      and Equipment. All of
      the
      machinery, equipment, vehicles, tools, furniture, fixtures, office equipment,
      computers, software, supplies and other tangible assets related to the Business
      (the "Machinery and Equipment"), including without limitation the Machinery
      and
      Equipment listed on Schedule
      1.1.2;

    


    1.1.3 Know-How.
      All trade
      secrets, know-how, technical information, methods, specifications, designs,
      inventions, and other operational, logistical, maintenance and technical data
      and information, and all documents, manuals, records, tapes, discs, records,
      computer programs, reports and other media relating thereto, and all other
      intangible assets related to the Business (the "Know-How");

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.1.4 Trademarks
      and Copyrights. All right,
      title, interest and goodwill in and to all trademarks, patents, trade names,
      service marks, domain names, copyrights and logos used in connection with the
      Business including without limitation those set forth on Schedule
      1.1.4 (the
      "Trademarks and Copyrights");

     

    1.1.5 Contracts. All
      of
      the right, title and interest of Seller in and to the contracts, purchase orders
      and dealer described on Schedule
      1.1.5 (the
      "Scheduled Contracts") and all other contract rights, claims, causes of action,
      refunds, credits, rights of recovery and set-off, security interests, licenses,
      permits, software licenses, consents, authorizations, and approvals related
      to
      the Scheduled Contracts;

     

    1.1.6
      Warranties and Other Rights. All rights
      under or pursuant to all warranties, representations, guarantees and service
      contracts with suppliers, manufacturers and contractors in connection with
      the
      Assets;

     

    1.1.7 Promotional
      Materials. All
      brochures, non-personal artwork and other promotional and printed materials,
      trade show materials (including displays), videos, advertising and/or marketing
      materials; and

     

    1.1.8 Other
      Assets. Any
      and
      all other rights and assets owned by Seller and/or used by Seller in the
      operation of the Business including, without limitation, all customer and
      supplier lists, prepaid expenses, customer down payments, deposits,
      manufacturer's incentives and bonuses, holdbacks, rebates, purchase and sale
      records, financial and other books and records, Seller's name, telephone
      numbers, trade association memberships, and goodwill as well as any other assets
      set forth on Schedule
      1.1.8.

     

    Section
      1.2 Excluded
      Liabilities. Buyer
      shall not and does not assume or become liable for any obligations, liabilities
      or indebtedness of Seller, whether due or to become due, asserted or unasserted,
      accrued or unaccrued, liquidated or unliquidated, contingent, executory or
      otherwise, howsoever or whenever arising. Seller shall retain all such
      obligations, liabilities, and indebtedness (the "Excluded Liabilities"),
      including without limitation the following:

     

    1.2.1
      Any
      liabilities, obligations, penalties or damages arising under the Scheduled
      Contracts in connection with any conduct, events, breach or default occurring
      on
      or before the Closing Date, including, without limitation, any claims relating
      to a breach by Seller under any Scheduled Contracts or Scheduled
      Leases;

     

    1.2.2
      Any
      accounts payable and/or other liabilities of Seller accrued on or before the
      Closing Date;

     

    1.2.3 Any
      assessments, claims or liabilities (including interest and/or penalties) for
      Taxes relating to or assessed against the Assets, the Business or the sales,
      income, property or business of the Seller for periods ending on or before
      the
      Closing Date and/or resulting from the sale or transfer of the
      Assets;

     

    1.2.4 Any
      claim, cause of action, damages, fine, penalty, assessment and/or interest
      ("Claims") arising out of any act, omission or occurrence in connection with
      the
      operation of the Business or the ownership of the Assets on or before the
      Closing Date, including, without limitation, any product liability or other
      claim for personal injury or for property damage, any claim for violation of
      employee welfare and safety laws or employment discrimination, and/or any claim
      for infringement relating to Seller's use of any intellectual property, and
      specifically excluding any Claim relating to or arising out of breach of
      warranty;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.2.5 Any
      liabilities to any current or former employee of Seller, whether or not hired
      by
      Buyer, relating to any period ending on or before the Closing Date, including
      any liabilities to any such employees for employee benefits, wages, bonuses,
      payroll taxes and/or retirement plan contributions; or

     

    1.2.6 Any
      violation by Seller of any federal, state or local laws relating to the Assets
      or the Business on or prior to the Closing Date, including, without limitation,
      costs of investigation, remediation and cleanup, fines and
      sanctions.

     

    ARTICLE
      II CLOSING

     

    Section
      2.1 Closing. The
      Closing of the sale and purchase of the Assets and the consummation of the
      other
      transactions contemplated herein (the "Closing") shall take place on or about
      March 31, 2006, or such other date as agreed by the Parties (the "Closing
      Date").

     

    ARTICLE
      III PURCHASE PRICE

     

    Section
      3.1 Purchase
      Price. In
      consideration for the Assets and related covenants, Buyer will provide to
      Seller:

     

    3.1.1 3,022,991
      shares of the common stock in Buyer, which constitutes a number equivalent
      to
      one share of Buyer's common stock (the "WPP Shares") for every two shares of
      Seller's common stock (the "Select Video Shares"), and shall transfer to Seller
      stock certificates representing the WPP Shares endorsed in blank or accompanied
      by duly executed assignment documents and free and clear of any mortgage,
      pledge, lien, encumbrance, charge or security interest or restriction of any
      kind (other than restrictions imposed under securities and insurance laws)
      in
      the minute books and stock transfer books of Buyer; and

    


    3.1.2 an
      amount
      equal to five percent (5%) of all gross proceeds of the Business and other
      similar games, if any, which amount shall accrue on a quarterly basis and shall
      be paid within thirty (30) days of the end of each quarter; and

     

    Section
      3.2 Transfer
      of Title. At
      the
      Closing, title to all of the Assets and risk of loss shall pass to Buyer. From
      and after Closing, Seller shall cooperate with Buyer and execute, deliver and
      record such instruments of title and other documents reasonably requested by
      Buyer to more fully perfect Buyer's right, title and interest in the
      Assets.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF SELLER

     

    Seller
      makes the following representations and warranties to Buyer:

     

    Section
      4.1 Organization
      and Qualification. Seller
      is
      duly organized, validly existing and in good standing under the laws of the
      State of Delaware, and has the requisite power and authority to own, use,
      operate or lease the Assets as Seller is now conducting its business, operations
      and affairs. Seller is duly qualified or licensed as a foreign corporation
      to do
      business, and is in good standing, in each jurisdiction where the character
      of
      its assets or the nature of its activities makes qualification or license
      necessary.

     

    Section
      4.2 Authorization. Seller
      has all requisite power and authority to enter into and perform this Agreement
      and to consummate the transactions contemplated hereby. The execution, delivery,
      consummation and performance of this Agreement and the other agreements
      contemplated hereby have been duly authorized and approved by all necessary
      actions of Seller. This Agreement is, and the other agreements referenced herein
      when executed will be, valid and binding obligations of Seller enforceable
      against Seller in accordance with their terms.

     

    Section
      4.3 No
      Breach or Violation; Conflicts. Neither
      the execution and delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, (i) will violate any provision of any law,
      rule, regulation, judgment, injunction, determination, award or order of any
      governmental authority, (ii) will violate, conflict with, constitute a default
      under or result in any breach of the terms of the Seller's articles of
      incorporation or bylaws, or other governing documents, or any contract,
      commitment, agreement, understanding or arrangement of any kind; or (iii) will
      result in the creation or imposition of any Lien (as defined in Section 10.1.1)
      with respect to the Assets.

     

    Section
      4.4 Title
      and Condition of Assets.

     

    4.4.1 Title. Seller
      has good, valid and marketable title to all of the Assets not leased by Seller.
      At Closing, Seller will convey to Buyer good, valid and marketable title to
      each
      of the Assets (except those leased by Seller): The title to each Asset is,
      and
      at Closing will be, free and clear of all Liens.

     

    4.4.2 Sufficiency;
      Condition. The
      Assets constitute all of the assets and rights used in the conduct of the
      Business as presently and as historically conducted. Each
      tangible Asset is free from defects (patent and latent), has been maintained
      in
      accordance with normal industry practice, is in good operating condition and
      repair (normal wear and tear excepted), and is suitable for the purposes for
      which it presently is used.

    


    4.4.3 Inventories.
      All
      Inventory is in merchantable condition, suitable for use or sale in the ordinary
      course of the Business and has been maintained at a level suitable for operation
      of the Business as it has historically been conducted.

     

    4.4.4 Equipment.
      The
      Equipment and Machinery has been properly maintained and there exists no
      condition that interferes with the economic value or usefulness of any such
      item.

     

    Section
      4.5 Intellectual
      Property.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.5.1 In
      General. Paragraph
      1.1.3 and Schedule
      1.1.4 contain
      an accurate list of the Know-How and the Trademarks and Copyrights of Seller
      (collectively, "Seller's Intellectual Property"). Seller does not use in the
      Business any patent, trademark, copyright, trade secret or other intellectual
      property rights other than Seller's Intellectual Property. Seller owns, free
      and
      clear of all Liens, all right, title and interest in and to Seller's
      Intellectual Property. The Business as presently conducted does not conflict
      with, infringe upon or violate the proprietary or other rights of any third
      party.

     

    4.5.2 Employees.
      To the
      best
      of Seller's knowledge, no employee of Seller or the Business has any agreement
      with any third party that restricts or limits the scope or type of work in
      which
      such employee may be engaged or requires such employee to transfer, assign
      or
      disclose to any third party any intellectual property that he or she develops
      or
      with which he or she becomes familiar during his or her employment or other
      involvement with Seller or the Business.

     

    Section
      4.6 Contractual
      and Other Obligations. Schedule
      1.1.5 includes
      a description of all material contracts, agreements, licenses, arrangements
      and
      other documents, other than the Scheduled Leases, used in the Business and
      by
      which any of the Business, the Assets or the Seller are bound. Neither Seller
      nor any third party is in default under any such contract, no claim of default
      has been made and no event has occurred that might constitute a default.
      Originals or complete copies of all of the Scheduled Contracts have been
      provided to Buyer.

     

    Section
      4.7 Litigation;
      Disputes. Except
      as
      set forth on Schedule
      4.7,
      there are no claims, disputes, actions, suits, investigations or proceedings
      pending or threatened against. Seller, the Business or the Assets, and there
      is
      no basis for any such claim, dispute, action, suit, investigation or proceeding.
      Seller is not in default of any judgment, order, injunction or
      decree.

     

    Section
      4.8 Permits,
      Compliance with Applicable Law. Schedule
      4.8 sets
      forth all approvals, authorizations, consents, licenses, orders and permits
      necessary to the ownership, use or operation of the Assets or the Business.
      Seller is in material compliance with all statutes, ordinances, regulations,
      orders, and decrees applicable to Seller, the Business and the Assets.
Seller
      has no
      knowledge of any basis for assertion of any violation of the foregoing. Seller
      has not received any notification of any asserted failure to comply with any
      of
      the foregoing.

    


    Section
      4.9 Taxes. Seller
      has filed on a timely basis all federal, state, local and other tax returns,
      reports and declarations required to be filed and has paid when due all
      Taxes
      (including, but not limited to, income, sales, use, unemployment, withholding,
      social security and workers' compensation taxes and estimated income tax
      payments, penalties and fines) due or owed pursuant to any assessment. All
      returns, reports and declarations filed on behalf of Seller are true, complete
      and correct in all material respects. No deficiency in payment of any Taxes
      has
      been asserted by any taxing authority and no written inquiries have been
      received by Seller with respect to possible claims for taxes or assessments.
      All
      of Seller's Taxes attributable to income, operations or properties accruing
      up
      to and including the Closing Date have been or will be paid when due regardless
      of whether such Taxes are due and payable as of the Closing.

     

    Section
      4.10 Insurance. Seller
      has maintained, at all times since Business operations commenced, standard
      liability insurance for a business of its type. Schedule
      4.10
      sets
      forth all policies of insurance relating to the Business as of the date of
      this
      Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      4.11 Assets
      of Seller.
      The
      Assets constitute all of the assets of the Seller used in the operation of
      the
      Business as it has been operated prior to the date hereof.

     

    Section
      4.12 Suppliers. Schedule
      4.12 contains
      an accurate list of all suppliers with whom Seller has done business in the
      past
      twelve (12) months.
      Seller is in good standing with all such suppliers. Seller has no notice that
      the acquisition of the Business by the Buyer will materially or adversely affect
      the relationships of the Buyer with any such suppliers.

     

    Section
      4.13 Disclosures. No
      statement, representation or warranty made by Seller in this Agreement, in
      any
      Exhibit or Schedule delivered hereunder, or in any certificate, statement,
      list,
      schedule, report or other document furnished or to be furnished to Buyer
      contains any untrue statement of material fact, or fails to state a material
      fact necessary to make the statements contained herein or therein not
      misleading.

     

    ARTICLE
      V REPRESENTATIONS AND WARRANTIES OF BUYER

     

    Buyer
      makes the following representations and warranties to Seller:

     

    Section
      5.1 Organization. Buyer
      is
      a corporation duly organized, validly existing and in good standing under the
      laws of Minnesota and has the requisite power and authority to own, operate
      or
      lease the assets that Buyer requires to carry on its businesses in all material
      respects as such is now being conducted.

     

    Section
      5.2 Authorization. Buyer
      has
      all requisite power and authority to enter into and perform this Agreement
      and
      to consummate the transactions contemplated hereby. The execution, delivery,
      consummation and performance of this Agreement and the other agreements
      contemplated hereby have been duly authorized and approved by all necessary
      actions of Buyer.

    This
      Agreement is, and the other agreements referenced herein when executed will
      be,
      valid and binding obligations of Buyer enforceable against Buyer in accordance
      with their terms.

     

    Section
      5.3 No
      Breach or Violation; Conflicts. Neither
      the execution and delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, (i) will violate any provision of any law,
      rule, regulation, writ, judgment, injunction, decree, determination, award
      or
      other order of any governmental authority, (ii) will violate, conflict with,
      constitute a default under or result in any breach of the terms of Buyer's
      articles of organization, operating agreement, or any contract, commitment,
      agreement, understanding or arrangement of any kind to which Buyer is a party
      or
      by which Buyer is bound.

     

    ARTICLE
      VI COVENANTS

     

    Section
      6.1 Tax
      Matters.

     

    6.1.1 Seller
      Obligations. Seller
      acknowledges its legal obligations to pay Taxes relating to all items of income,
      loss, gain, deduction and credit attributable to or relating to the Business
      or
      ownership of the Assets up to and including the Closing Date.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.1.2 Buyer
      Obligations. Buyer
      acknowledges its legal obligations to pay Taxes relating to all items of income,
      loss, gain, deduction and credit attributable to or relating to the Business
      or
      ownership of the Assets after the Closing Date.

     

    6.1.3 Tax
      on Transaction. Seller
      shall reimburse Buyer for, be liable for, and shall hold Buyer harmless from,
      any and all Taxes, assessments, transfer, recording and other fees, charges
      or
      penalties required to be paid with respect to the sale, transfer and purchase
      of
      the Assets under this Agreement. Seller shall promptly file when due any and
      all
      returns with respect to such Taxes, assessments, fees, charges or
      penalties.

     

    Section
      6.2 Further
      Assurances. Seller
      and Buyer shall each use their best efforts to take all actions necessary,
      proper, or deemed by them advisable, to promptly fulfill their obligations
      hereunder and to consummate the transactions contemplated by this
      Agreement.

    After
      the
      Closing, both parties will execute
      and deliver such documents as the other may reasonably request to more
      effectively consummate the transactions contemplated by this
      Agreement.

     

    ARTICLE
      VII CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER

     

    Section
      7.1 Conditions. The
      obligations of Buyer to consummate the Closing shall be subject to the
      fulfillment, to its reasonable satisfaction, on or prior to the Closing Date,
      of
      the following conditions precedent:

     

    7.1.1 Representations
      and Warranties. All representations
      and warranties of Seller contained in this Agreement and in all certificates,
      schedules and other documents delivered by Seller shall be true, complete and
      accurate as of the date when made and as of the Closing Date with the same
      force
      and effect as though such representations and warranties had been made on and
      as
      of the Closing Date.

    


    7.1.2 No
      Material Adverse Change. During
      the period from the date hereof to the Closing Date, Seller shall not have
      sustained any material loss or damage to the Assets, nor shall there have been
      any material adverse change in the Assets or Business.

     

    7.1.3 Obtaining
      of Consents and Approvals. Seller
      shall have obtained and provided to Buyer such authorizations and consents
      as
      are required to consummate the transactions contemplated hereby.

     

    7.1.4 Performance
      by Seller. Seller
      shall have performed and complied in all material respects with all agreements,
      covenants, obligations and conditions required by this Agreement to be performed
      or complied with by Seller on or before the Closing.

     

    7.1.5
      UCC
      Termination. Seller
      shall have delivered to Buyer Uniform Commercial Code lien terminations
      signifying the release of any Liens on the Assets.

     

    7.1.6 Deliveries
      to Buyer. The execution
      and delivery to the Buyer by the Seller of the following, all dated as of the
      Closing Date:

     

    7.1.6.1
      a
      Bill of Sale and Assignment with respect to the Assets;

     

    7.1.6.2
      a
      Consent to the use of the name, "Winners Pot Poker";

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    7.1.6.3 such
      other conveyances, instruments of title, trademark assignments, consents, and
      other assignments and documents as may be, in the reasonable opinion of the
      Buyer, necessary or proper to transfer to Buyer ownership of the Assets and
      rights being acquired by Buyer hereunder;

     

    7.1.6.4 resolutions
      of the board of directors and shareholders of Seller authorizing the execution
      and delivery of this Agreement and the performance by Seller of the obligations
      hereunder; and

     

    7.1.6.5 such
      other documents, as may be reasonably requested by Buyer to effectuate the
      transactions contemplated by this Agreement.

     

    ARTICLE
      VIII CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER

     

    Section
      8.1 Conditions. The
      obligations of Seller to consummate the Closing shall be subject to the
      fulfillment, to their reasonable satisfaction, as of the Closing Date, of all
      of
      the following conditions precedent:

    


    8.1.1 Representations
      and Warranties. The
      representations and warranties of the Buyer contained in this Agreement shall
      be
      true and correct on and as of the Closing Date with the same force and effect
      as
      though such representations and warranties had been made on and as of the
      Closing Date.

     

    8.1.2 Performance
      by Buyer. Buyer
      shall have performed and complied in all material respects with all agreements,
      covenants, obligations and conditions required by this Agreement to be performed
      or complied with by Buyer on or before the Closing.

     

    8.1.3 Deliveries
      to Seller. The
      execution and delivery to the Seller by the Buyer of the following, all dated
      as
      of the Closing Date:

     

    8.1.3.1 shares
      of
      the common stock in Buyer, a number equivalent to one share of the WPP Shares
      for every two shares of the Select Video Shares, as set forth in Section
      3.1;

     

    8.1.3.2 resolutions
      of the board of directors of Buyer duly authorizing the execution and delivery
      of this Agreement and the performance by Buyer of its obligations hereunder;
      and

     

    8.1.3.3 such
      other documents as may be reasonably requested by Seller to effectuate the
      transactions contemplated by this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      IX INDEMNIFICATION

     

    Section
      9.1 Survival
      of Certain Provisions.

     

    9.1.1
      Survival of Representations and Warranties. All representations
      and warranties contained herein or in the Schedules or ancillary documents
      shall
      not be deemed to be waived or otherwise affected by any prior knowledge of,
      or
      any investigation made by or on behalf of, any party hereto. Each
      and
      every such representation and warranty shall survive Closing.

     

    9.1.2 Covenants
      and Indemnification Provisions. Each
      covenant provision and each indemnification provision contained herein shall
      survive Closing and remain in full force and effect in accordance with its
      terms.

     

    Section
      9.2 General
      Indemnity.

     

    9.2.1
      Indemnification By Seller. Seller
      shall indemnify and hold Buyer harmless from and against all losses, damages,
      liabilities, claims, demands, judgments, settlements, costs and expenses of
      any
      nature whatsoever (including the costs, expenses and attorneys' and others
      fees
      in connection therewith) ("Losses") resulting from or due to, directly or
      indirectly: (i) any inaccuracy or misrepresentation in, or breach of, any
      representation or warranty of Seller; (ii) any breach or nonfulfillment of
      any
      covenant of Seller contained in this Agreement, the Schedules, the Exhibits
      or
      documents delivered hereunder; (iii) any and all Excluded Liabilities or
      Employment Obligations; and (iv) the use, ownership or operation of the Assets
      and the conduct of the Business prior to the Closing.

    


    9.2.2 Indemnification
      By Buyer. After
      the
      Closing Date, Buyer shall indemnify and hold Seller harmless from and against
      any and all Losses resulting from or due to, directly or indirectly: (i) any
      inaccuracy or misrepresentation in, or breach of, any representation or warranty
      of Buyer; (ii) any breach or nonfulfillment of any covenant of Buyer contained
      in this Agreement, the Schedules, the Exhibits or documents delivered hereunder;
      (iii) any and all Assumed Liabilities; and (iv) except as otherwise provided
      herein, the use, ownership or operation of the Assets and the conduct of the
      Business after the Closing.

     

    Section
      9.3 Defense
      of Third Party Claims.

     

    9.3.1 Notice.
      No
      right
      to indemnification shall be available to a party otherwise entitled to
      indemnification (an "Indemnified Party") with respect to a claim from any person
      not a party to this Agreement unless the Indemnified Party, promptly upon
      becoming aware of facts giving rise to said claim, gives to the party or parties
      obligated under Section 9.2
      to
      indemnify (the "Indemnitor") a written notice (a "Claim Notice") describing
      in
      reasonable detail the facts giving rise to the claim for indemnification and
      enclosing a copy of any papers served,. The failure to notify the Indemnitor
      under this Subsection 9.3.1 shall
      not
      relieve the Indemnitor of any liability that it may have to the Indemnified
      Party under this Article IX unless such failure to notify results in the waiver
      of any affirmative defenses to any third party claims, whereupon such liability
      of the Indemnitor to the Indemnified Party under this Article IX shall be
      reduced only to the extent the Indemnitor must pay any such third party claim
      by
      reason of the waiver of an affirmative defense.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    9.3.2 Defense
      of Claims. Upon
      receipt by the Indemnitor of a Claim Notice, the Indemnitor may participate
      in,
      and at the request of the Indemnified Party shall assume, the administration
      and
      defense of the claim described therein. The
      Indemnified Party shall have the right to approve the Indemnitor's selection
      of
      counsel with respect to any such claim, such approval not to be withheld
      unreasonably. The fees and expenses of the Indemnitor's counsel as well as
      the
      fees and expenses of the Indemnified Party shall be borne by the
      Indemnitor.

     

    9.3.3
      Settlement. Any
      Indemnified Party shall give written notice to the Indemnitor of any proposed
      settlement of any claim. The Indemnitor shall have the right, in its sole
      discretion, to settle any claim for which indemnification has been sought.
      Notwithstanding the foregoing, however, in the case where Buyer is the
      Indemnified Party, Seller shall have no right to settle any such claim by
      agreeing to, or committing to agree on behalf of the Indemnified Party, any
      encumbrance, lien or pledge of the Assets or any restriction on the use of
      the
      Assets or operation of the Business. An Indemnified Party may refuse to accept
      a
      settlement proposed by the Indemnitor, but in such event (other than a proposed
      settlement described in the foregoing sentence) the Indemnitor shall not be
      obligated to pay more than the amount for which the Indemnitor was able to
      settle the claim (and any other Losses associated with such settlement), and
      the
      Indemnified Party shall be responsible for all Losses greater than such amount.
      Except following the refusal by an Indemnified Party to accept a settlement
      proposed by the Indemnitor under the condition set forth in the preceding
      sentence, no Indemnified Party may settle a claim for which indemnification
      has
      been sought hereunder.

    


    9.3.4
      Cooperation.
      Any
      Indemnified Party shall make available to any Indemnitor and its attorneys
      and
      accountants all books, records and documents relating to any claim hereunder.
      The parties shall give each other reasonable assistance in the defense of any
      claim brought by persons not party to this Agreement.

     

    ARTICLE
      X MISCELLANEOUS

     

    Section
      10.1 Definitions. The
      following terms used in this Agreement have the meanings assigned to them
      below:

     

    10.1.1
      "Lien" means any mortgage, pledge, assignment, encumbrance; claim, charge,
      easement, transfer or other restriction, lien (statutory or otherwise) or
      security interest of any kind or nature whatsoever.

     

    10.1.2
      "Person" means an individual, corporation, limited liability company,
      partnership, joint venture, association, trust, governmental authority, or
      any
      other entity of whatever nature.

     

    10.1.3
      "Taxes" means all taxes, charges, fees, levies, or other assessments, including
      income, gross receipts, excise, property, sales, transfer, license, payroll,
      and
      franchise taxes, any taxes required by law to be withheld, and any taxes payable
      as a result of the consummation of the transactions contemplated by this
      Agreement, and shall include any interest, penalties, or additions to tax
      attributable to such assessments.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      10.2 Expenses. Except
      as
      otherwise provided in this Agreement, each of the respective parties to this
      Agreement shall pay their own costs and expenses (including all legal,
      accounting, broker, and finder fees) relating to the transactions contemplated
      by this Agreement.

     

    Section
      10.3 Amendment. This
      Agreement may not be amended or modified except by a writing duly executed
      by
      Seller and Buyer.

     

    Section
      10.4 Entire
      Agreement. This
      Agreement, the Schedules, and the Exhibits contain all of the terms, conditions
      and representations and warranties agreed upon by the parties relating to the
      subject matter of this Agreement and supersede all prior agreements,
      negotiations, correspondence, undertakings and communications of the parties,
      oral or written.

    


    Section
      10.5 Notices.
      All
      notices, requests, demands and other communications made in connection with
      this
      Agreement shall be in writing and shall be deemed to have been duly given on
      the
      date of delivery, if delivered by hand or by facsimile (with machine
      confirmation) to the persons identified below, or three (3) business days after
      mailing if mailed by certified or registered mail, postage prepaid, return
      receipt requested, addressed as follows:

     

    
      	
              Buyer:

            	
              Seller:

            
	
              WPP
                Acquisition, Inc.

            	
              Select
                Video, Inc.

            
	
              130
                Lake Street West, Suite 300

            	
              3201
                Atlantic Avenue

            
	
              Wayzata,
                Minnesota 55391

            	
              Atlantic
                City, New Jersey 08401

            


    

    

      
        	
                with
                  a copy to:

              	
                with
                  a copy to:

              
	 	 
	
                McGrann
                  Shea Anderson Carnival

              	
                Mairone,
                  Biel, Zlotnick & Feinberg

              
	
                Straughn
                  & Lamb, Chartered

              	
                3201
                  Atlantic Avenue

              
	
                800
                  Nicollet Mall, Suite 2600

              	
                Atlantic
                  City, New Jersey 08401

              
	
                Minneapolis,
                  Minnesota 55402

              	 
	
                Attn:
                  Timothy J. Foster

              	
                Attn:
                  Norman L. Zlotnick

              


      

    

     

    Such
      addresses may be changed by means of a notice given in the manner provided
      herein.

     

    Section
      10.6 Severability. If
      any
      term, provision, or covenant of this Agreement or the application thereof to
      any
      circumstance is held invalid or unenforceable, the remainder of this Agreement
      shall not be affected and each term, provision, and covenant of this Agreement
      shall be valid and enforceable to the fullest extent permitted by
      law.

     

    Section
      10.7 Cumulative
      Remedies. The
      remedies herein are cumulative and not exclusive and shall not preclude
      assertion by either party of any other rights or the seeking of any other
      remedies against the other party.

     

    Section
      10.8 Waiver. Waiver
      of
      any term or condition of this Agreement by any party shall only be effective
      if
      in writing and shall not be construed as a waiver of any subsequent breach
      or
      failure of the same term or condition, or a waiver of any other term of this
      Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      10.9 Binding
      Effect; Assignment. No
      party
      to this Agreement may assign or delegate all or any portion of its rights,
      obligations or liabilities under this Agreement without the prior written
      consent of the other parties to this Agreement, which it may withhold in its
      absolute discretion; provided however, that Buyer may assign any and all of
      its
      rights and obligations to one or more entities affiliated with Buyer, or in
      connection with an arms-length sale to a third party of any of its rights to
      the
      Assets, without the prior written consent of Seller. Except as limited in the
      preceding sentences, this Agreement shall be binding upon and inure to the
      benefit of the parties and their respective heirs, personal representatives,
      successors and assigns.

     

    Section
      10.10 No
      Third Party Beneficiaries. Nothing
      in this Agreement shall confer any rights upon any person or entity who is
      not a
      party to this Agreement.

     

    Section
      10.11 Governing
      Law; Jurisdiction. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Minnesota. Any action brought relating to this Agreement, the Schedules
      and/or the Exhibits may be brought in any county in which Buyer operates or
      has
      an office in the State of Minnesota.

     

    Section
      10.12 Construction. Exhibits
      and Schedules referred to are incorporated into and made part of this Agreement.
      This Agreement shall not be construed to have been drafted, authored, or written
      by any specific party, or specifically to have been written by Buyer. In
      interpreting any provision of this Agreement it shall be assumed that this
      Agreement was co-drafted by the Parties.

     

    Section
      10.13 Attorney's Fees.
      In the
      event of any action arising out of this Agreement, the prevailing party shall
      be
      entitled to recover from the other party its costs, expenses and reasonable
      attorney's fees incurred in connection with the dispute.

     

    ACCORDINGLY,
      this Agreement is effective as of the date and year first above
      written.

     

    

      
        	SELLER:
                Select
                Video, Inc.	BUYER:
                WPP
                Acquisition, Inc.
	 	 
	 	 
	
                By:
                  /s/ Gary
                  Kostiuk                                                      
                  

              	
                By:
                  /s/ Joseph A. Geraci,
                  II                                                        
                  

              
	
                Name:
                  Gary Kostiuk

              	
                Name:
                  Joseph A. Geraci, II

              
	
                Its:
                  President

              	
                Its:
                  Chief Financial Officer