Exhibit
10.5


 


ASSET PURCHASE
AGREEMENT


 


by and between


 


INTEGRATED MANAGEMENT
INFORMATION, INC.


 


and


 


CATTLENETWORK, LLC


 


Dated as of July 15,
2008


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I.

  	
     CERTAIN
  DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
  Certain Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  1.2

  	
  Construction

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  1.3

  	
  Other Definitions

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
     PURCHASE
  AND SALE

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
  Purchase and Sale of
  Assets and Assumption of Assumed Liabilities

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  2.2

  	
  Closing

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  2.3

  	
  Purchase Price

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  2.4

  	
  RESERVED

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  2.5

  	
  Holdback Amount

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  2.6

  	
  Allocation of Purchase
  Price

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
     REPRESENTATIONS
  AND WARRANTIES OF SELLER

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
  Organization and Authority
  of Seller

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  3.2

  	
  Reserved

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  3.3

  	
  Authority Relative to this
  Agreement

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  3.4

  	
  Consents and Approvals; No
  Violations

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  3.5

  	
  Title to Transferred
  Assets; Liens

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  3.6

  	
  Absence of Certain Events

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  3.7

  	
  Financial Statements

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  3.8

  	
  Books and Records

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  3.9

  	
  Litigation

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  3.10

  	
  Tax Matters

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  3.11

  	
  Liabilities

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  3.12

  	
  Compliance with Law

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  3.13

  	
  Seller Employees

  	
   

  	
  11

  



 


i

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  3.14

  	
  Fees and Expenses of
  Brokers and Others

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  3.15

  	
  Intellectual Property

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  3.16

  	
  Assumed Contracts

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  3.17

  	
  Receivables

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  3.18

  	
  RESERVED

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  3.19

  	
  Participant Lists

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  3.20

  	
  Real Property

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  3.21

  	
  Advertisers

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  3.22

  	
  Exclusive Dealing

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  3.23

  	
  Transferred Assets

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  3.24

  	
  Privacy

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  3.25

  	
  Condition of Tangible
  Assets

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  3.26

  	
  Full Disclosure

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
     REPRESENTATIONS
  AND WARRANTIES OF PURCHASER

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
  Organization and Authority
  of Purchaser

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  4.2

  	
  Authority Relative to this
  Agreement

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  4.3

  	
  Consents and Approvals; No
  Violations

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  4.4

  	
  Litigation

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  4.5

  	
  Fees and Expenses of
  Brokers and Others

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
     ADDITIONAL
  AGREEMENTS

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
  Fees and Expenses

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  5.2

  	
  Public Announcements

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  5.3

  	
  Bulk Sales

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  5.4

  	
  Tax Matters

  	
   

  	
  21

  



 


ii

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  5.5

  	
  Seller Communications
  Program

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  5.6

  	
  Reserved

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  5.7

  	
  Non-Competition Agreement

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  5.8

  	
  Reserved

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  5.9

  	
  Post-Closing Receivables
  Reconciliation

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  5.10

  	
  Customer/Advertiser/Participant
  Relationships

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  5.11

  	
  Right of Setoff

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  5.12

  	
  Exclusivity Period for
  AgTrader Assets

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  5.13

  	
  AgTrader Content Use Right

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  5.14

  	
  Additional Post-Closing
  Deliveries

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
     CONDITIONS
  PRECEDENT TO CONSUMMATION OF THE TRANSACTIONS

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
  Closing Deliveries of
  Seller

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  6.2

  	
  Closing Deliveries of
  Purchaser

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
     SURVIVAL;
  INDEMNIFICATION

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
  Survival of
  Representations and Warranties

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  7.2

  	
  Indemnification by Seller

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  7.3

  	
  Indemnification by
  Purchaser

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  7.4

  	
  Reduction of Holdback
  Amount

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  7.5

  	
  Indemnification Procedure

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII     MISCELLANEOUS

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
  Entire Agreement;
  Assignment

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  8.2

  	
  Notices

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  8.3

  	
  Governing Law

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  8.4

  	
  Descriptive Headings

  	
   

  	
  32

  



 


iii

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  8.5

  	
  Parties in Interest

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  8.6

  	
  Execution of this
  Agreement

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  8.7

  	
  Severability

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  8.8

  	
  Enforcement; Service of
  Process

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  8.9

  	
  Amendments

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  8.10

  	
  Joint Preparation

  	
   

  	
  33

  



 


iv

















 


EXHIBITS


 


	
  Exhibit A

  	
  Purchase
  Price Allocation

  
	
  Exhibit B

  	
  Bill
  of Sale

  
	
  Exhibit C

  	
  Trademark
  Assignment

  
	
  Exhibit D

  	
  Domain
  Name Assignment

  
	
  Exhibit E

  	
  Assignment
  and Assumption Agreement

  
	
  Exhibit F

  	
  Agrileach
  License Agreement

  
	
  Exhibit G

  	
  Transition
  Services Agreement

  
	
  Exhibit H

  	
  Website
  Content Agreement

  



 


SCHEDULES


 


	
  2.1(a)(iii)

  	
  Tangible
  Assets

  
	
  2.1(c)

  	
  Assumed
  Liabilities

  
	
  2.4

  	
  Receivables
  Schedule

  
	
  3.4

  	
  Consents
  and Approvals

  
	
  3.7

  	
  Financial
  Statements

  
	
  3.10

  	
  Tax
  Matters

  
	
  3.12

  	
  Permits

  
	
  3.13

  	
  Seller
  Employees

  
	
  3.15(b)

  	
  Intellectual
  Property

  
	
  3.15(l)

  	
  Exceptions
  to Validity of Seller Registered Intellectual Property

  
	
  3.15(o)

  	
  Software

  
	
  3.15(q)

  	
  Website
  Content

  
	
  3.16

  	
  Assumed
  Contracts

  
	
  3.17

  	
  Receivables

  
	
  3.21

  	
  Trade
  Associations

  
	
  3.24

  	
  Privacy

  
	
  6.1(n)

  	
  Major
  Website Content Providers

  



i

















 


ASSET PURCHASE
AGREEMENT


 


THIS ASSET PURCHASE AGREEMENT
(this “Agreement”) is made and
entered into as of July 15, 2008, by and between INTEGRATED MANAGEMENT INFORMATION, INC., a
Colorado corporation having its principal place of business at 221 Wilcox
Street, Ste. A, Castle Rock, Colorado 80104 (“Seller”)
and CATTLENETWORK, LLC, a Delaware limited
liability company, having its principal place of business at 400 Knightsbridge
Parkway, Lincolnshire, Illinois 60069 (“Purchaser”).  Seller and Purchaser are sometimes
individually referred to herein as a “Party”
and collectively as the “Parties.”


 


RECITALS


 


WHEREAS, in addition
to other businesses which are not subject to this Agreement, Seller owns,
certain internet-based, online businesses providing news, information, products
and other services in connection with the livestock (including, swine and
cattle) industries through the websites CattleNetwork.com, CattleStore.com,
AgNetwork.com and SwineNetwork.com (collectively and each individually, the “Transferred Business”);


 


WHEREAS, upon and
subject to the terms and conditions set forth herein, Seller proposes to sell
to Purchaser, and Purchaser proposes to purchase from Seller, substantially all
of the assets used or held for use by Seller in the conduct of the Transferred
Business as a going concern and Purchaser proposes to assume certain specific
liabilities and obligations of Seller.


 


NOW,
THEREFORE, in consideration of the covenants, promises,
representations and warranties set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows:


 


ARTICLE I

CERTAIN DEFINITIONS


 


1.1           Certain
Definitions.  The following terms, as
used herein, have the following meanings:


 


“Affiliate”
means with respect to any Person, another Person (a) who directly, or
indirectly through one or more intermediaries, controls, is controlled by or is
under common control with such first Person; (b) who beneficially owns 10%
or more of the voting securities or any class of equity interests of such first
Person; (c) at least 10% of whose voting securities or any class of equity
interests is beneficially owned, directly or indirectly, by such first Person;
or (d) who is an officer, director, partner or managing member of such
first Person.  “Control” means the
possession, directly or indirectly, of the power to direct or cause direction
of the management and policies of a Person, whether through ownership of equity
interests, by contract or otherwise.


 


“AgTrader
Assets” means all Software, Source Codes, websites, domain names or
other assets (tangible, intangible or otherwise) owned, acquired, created or
developed by Seller or any Affiliate of Seller regarding the gathering,
consolidating, reporting or providing of commodity prices and information for
products in the agricultural industry, including, without limitation,
AgTraderIndex.com.


 

















 


“Agrileach
License Agreement” means that certain perpetual license for
Agrileach Software in the form attached as Exhibit F hereto.


 


“Agrileach
Software” means that certain proprietary Software owned and
developed by Seller for the purposes of gathering and scraping data from third
party websites for inclusion as content on the Websites.


 


“Assignment
and  Assumption Agreement”
means the Assignment and Assumption Agreement in the form attached hereto as Exhibit E.


 


“Bill of Sale” means the Bill of Sale in the form attached
hereto as Exhibit B.


 


“Change of
Control” (a) through a single transaction or through a series
of related transactions, there is a sale, transfer or exchange at least 51% of
the equity interests of the Seller; (b) a change in the majority of
directors of the Seller, unless approved by the then majority of directors; or (c) all
or substantially all of the Seller’s assets are sold or transferred.


 


“Contracts” means all contracts, agreements, leases, licenses,
commitments, notes, loan agreements or any other agreements.


 


“Domain Name Assignment” 
means the Domain Name Assignment in the form attached hereto as Exhibit D.


 


“GAAP” means the
generally accepted accounting principles, consistently applied, with regard to
all financial statements made as of or after the Closing Date.


 


“Governmental Authority” means any federal, state, national,
provincial, municipal, public or other governmental department, commission,
board, bureau, ministry, agency, administrative body, instrumentality or
arbitration panel, or any court or tribunal, of or relating to government.


 


“Holdback
Amount” means $50,000.00 of the Purchase Price.


 


“Indebtedness” means (a) all indebtedness for borrowed
money, bank loans or lines of credit; (b) all liabilities secured by any
Lien, whether or not the liability secured thereby shall have been assumed; (c) all
guaranties, endorsements and other contingent obligations in respect of
Indebtedness or performance of others; (d) the deferred portion or
installments of purchase price, and any amounts reserved for the payment of a
contingent purchase price; and (e) all obligations to reimburse issuers of
any letters of credit.


 


“Knowledge of Seller” means the knowledge obtained or that
would have been obtained, upon reasonable inquiry or investigation, of John
Saunders, Linda Henderson, Eric Kelton and Robert Cook.


 


“Knowledge of Purchaser” means the knowledge obtained or that
would have been obtained, upon reasonable inquiry or investigation, of Brian
Tyler, Cliff Becker, Tom Denison, Brian Sokol, Lori Eppel, Kathy Nier, Loreen
Muzik, Rebeca Magdaleno, Denise Terbil.


 


2

















 


“Law” means any federal, state, national, provincial, local,
foreign, domestic or other law (including common law), statute, act, ordinance,
treaty or other requirement of any kind of any Governmental Authority, and the
rules, regulations and orders promulgated thereunder.


 


“Lien” means any mortgages, liens, pledges, charges, security
interests or encumbrances of any kind.


 


“Material Adverse Effect” means a material adverse change,
occurrence, state of facts or development on or to the business, assets,
condition (financial or otherwise), property or results of operations of the
Transferred Business; provided, that a Material Adverse Effect shall not
include any change, occurrence, or development that relates to or results from (a) 
changes in conditions in the United States or global economy or capital or
financial markets, generally, including changes in interest or exchange rates,
commodity prices, unexpected product or supply shortages and overseas movement
of manufacturing facilities, (b) changes in general legal, regulatory,
political, economic or business conditions or changes in GAAP that, in each
case, generally affect industries underlying the Transferred Business, (c) the
negotiation, execution, announcement or performance of this Agreement or the
consummation of the Transactions, including the impact thereof on
relationships, contractual or otherwise, with customers, suppliers,
distributors, partners or employees, (d) acts of war, sabotage or
terrorism, or any escalation or worsening of any such acts of war, sabotage or
terrorism, (e) hurricanes, floods, earthquakes or other natural disasters
or (f) any action taken by Seller as contemplated or permitted by this
Agreement or with Purchaser’s consent.


 


“Permits” means all permits, licenses, variances, exemptions,
orders, registrations and approvals and governmental authorizations of all
Governmental Authorities.


 


“Person” means any individual, corporation, partnership,
limited liability company, association, trust, unincorporated entity or other
legal entity.


 


“Prime Rate”  means the prime rate of interest announced
from time to time in the edition of the Wall Street Journal
that is widely distributed in Chicago, Illinois.


 


“Receivables”  means all notes receivable, accounts
receivable and other similar accounts or receivables for products or services.


 


“Seller
Business”  means all
businesses of the Seller, other than the Transferred Business.


 


“Software”
means all computer software, including all source code, object code, firmware,
assemblers, applets, compilers, development and design tools, user interfaces
and data files, files, records data, and documentation (including design
documents, flowcharts, and specifications therefore), in any format, however
fixed, and all media on which the foregoing is recorded used in connection with
the Transferred Business.


 


“Tangible
Assets” means all fixed, tangible and moveable assets and all
furniture, fixtures and equipment used by Seller in connection with the
Transferred Business.


 


3

















 


“Tax” means any tax, governmental fee or other like assessment
or charge of any kind whatsoever (including withholding on amounts paid to or
by any Person), together with any interest, penalty, addition to tax or
additional amount imposed by any Governmental Authority responsible for the
imposition of any such tax (a “Taxing
Authority”).


 


“Trademark Assignment” means the Trademark Assignment in the
form attached hereto as Exhibit C.


 


“Transfer”
means any (a) sale, assignment, pledge, hypothecation, transfer, exchange
or other transfer for consideration, or (b) gift, bequest or other
transfer for no consideration (whether or not by operation of law), or (c) disposition
that encumbers, impairs or otherwise affects the AgTrader Assets.


 


“Transferee”
means a Person to whom the Seller proposes to Transfer all or a portion of the
AgTrader Assets or any separate rights thereunder, or to whom AgTrader Assets,
or any separate rights thereunder, have been transferred.


 


“Transition
Services Agreement” means that certain Transition Services Agreement
in the form attached as Exhibit G hereto.


 


“Websites” means certain
websites owned by Seller, which Seller uses or maintains as part of the Transferred
Business, which include CattleNetwork.com, CattleStore.com, AgNetwork.com and
SwineNetwork.com.


 


1.2           Construction.  Unless the context of this Agreement
otherwise clearly requires, (a)  references to the plural include the
singular, and references to the singular include the plural, (b) 
references to any gender include the other genders, (c)  the words “include,”
“includes” and “including” do not limit the preceding terms or words and shall
be deemed to be followed by the words “without limitation”, (d)  the terms
“hereof”, “herein”, “hereunder”, “hereto” and similar terms in this Agreement
refer to this Agreement as a whole and not to any particular provision of this
Agreement, (e)  the terms “day” and “days” mean and refer to calendar day(s) and
(f)  the terms “year” and “years” mean and refer to calendar year(s).  Unless otherwise set forth herein, references
in this Agreement to (i)  any document, instrument or agreement (including
this Agreement) (A)  include and incorporate all exhibits, schedules and
other attachments thereto, (B)  include all documents, instruments or
agreements issued or executed in replacement thereof and (C)  mean such
document, instrument or agreement, or replacement or predecessor thereto, as
amended, modified or supplemented from time to time in accordance with its
terms and in effect at any given time, and (ii)  a particular Law means
such Law as amended, modified, supplemented or succeeded, from time to time and
in effect at any given time.  All
Article, Section, Exhibit and Schedule references herein are to Articles,
Sections, Exhibits and Schedules of this Agreement, unless otherwise
specified.  All dollar amounts in this
Agreement, including the symbol “$”, refer to U.S. dollars, unless otherwise
specified.  This Agreement shall not be
construed as if prepared by one of the Parties, but rather according to its
fair meaning as a whole, as if both Parties had prepared it.


 


1.3           Other
Definitions.  Each of the following
terms is defined in the Section set forth opposite such term:


 


4




















 


	
  DEFINITION

  	
   

  	
  SECTION

  	
   

  
	
  Acquisition Transaction

  	
   

  	
  3.22

  	
   

  
	
  Additional Survival Period

  	
   

  	
  7.1(b)

  	
   

  
	
  Advertising Rights

  	
   

  	
  5.5(b)

  	
   

  
	
  Agreement

  	
   

  	
  Preamble

  	
   

  
	
  Applicable Terms

  	
   

  	
  5.12(b)

  	
   

  
	
  Assumed Contracts

  	
   

  	
  2.1(a)(vii)

  	
   

  
	
  Assumed Liabilities

  	
   

  	
  2.1(c)

  	
   

  
	
  Business Names

  	
   

  	
  3.15(a)(i)

  	
   

  
	
  Closing

  	
   

  	
  2.2

  	
   

  
	
  Closing Date

  	
   

  	
  2.2

  	
   

  
	
  Copyrights

  	
   

  	
  3.15(a)(i)

  	
   

  
	
  Cure Period

  	
   

  	
  9

  	
   

  
	
  Customer Information

  	
   

  	
  3.24(a)

  	
   

  
	
  Dispute

  	
   

  	
  3.15(m)

  	
   

  
	
  Domain Names

  	
   

  	
  3.15(a)(i)

  	
   

  
	
  Excluded Assets

  	
   

  	
  2.1(b)

  	
   

  
	
  Financial Statements

  	
   

  	
  3.7

  	
   

  
	
  Holdback Account

  	
   

  	
  2.5

  	
   

  
	
  Indemnified Party

  	
   

  	
  7.5(b)

  	
   

  
	
  Indemnifying Party

  	
   

  	
  7.5(b)

  	
   

  
	
  Indemnity Claim

  	
   

  	
  7.5(a)

  	
   

  
	
  Intellectual Property

  	
   

  	
  3.15(a)(i)

  	
   

  
	
  Losses

  	
   

  	
  7.2

  	
   

  
	
  Marks

  	
   

  	
  3.15(a)(i)

  	
   

  
	
  Non-Assignable Contracts

  	
   

  	
  5.6

  	
   

  
	
  Offer

  	
   

  	
  5.12(a)

  	
   

  
	
  Other Advertising Rights

  	
   

  	
  5.5(b)

  	
   

  
	
  Participant

  	
   

  	
  2.1(a)(vi)

  	
   

  
	
  Participants Lists

  	
   

  	
  2.1(a)(vi)

  	
   

  
	
  Party or Parties

  	
   

  	
  Preamble

  	
   

  
	
  Preclosing Revenue Schedule

  	
   

  	
  2.4(b)

  	
   

  
	
  Pre-Closing Tax Period

  	
   

  	
  3.10

  	
   

  
	
  Privacy Policy

  	
   

  	
  3.24(d)

  	
   

  
	
  PTO

  	
   

  	
  3.15(b)

  	
   

  
	
  Publication Advertising Rights

  	
   

  	
  5.5(a)

  	
   

  
	
  Purchase Price

  	
   

  	
  2.3

  	
   

  
	
  Purchaser

  	
   

  	
  Preamble

  	
   

  
	
  Purchaser Business

  	
   

  	
  2.4(a)

  	
   

  
	
  Purchaser Claim

  	
   

  	
  7.2

  	
   

  
	
  Purchaser Indemnified Parties

  	
   

  	
  7.2

  	
   

  
	
  Purchaser Option Period

  	
   

  	
  5.12(b)

  	
   

  
	
  Purchaser Receivables

  	
   

  	
  5.9(a)

  	
   

  
	
  Registered Business Names

  	
   

  	
  3.15(a)(iii)

  	
   

  
	
  Registered Intellectual Property

  	
   

  	
  3.15(a)(iii)

  	
   

  
	
  Restrained Parties

  	
   

  	
  5.7(a)

  	
   

  



 


5

















 


	
  DEFINITION

  	
   

  	
  SECTION

  	
   

  
	
  Returns

  	
   

  	
  3.10

  	
   

  
	
  Seller

  	
   

  	
  Preamble

  	
   

  
	
  Seller Claim

  	
   

  	
  7.3

  	
   

  
	
  Seller Employees

  	
   

  	
  3.13

  	
   

  
	
  Seller Indemnified Parties

  	
   

  	
  7.3

  	
   

  
	
  Seller Software

  	
   

  	
  3.15(o)

  	
   

  
	
  Seller Receivables

  	
   

  	
  5.9(a)

  	
   

  
	
  Source Code

  	
   

  	
  3.15(o)

  	
   

  
	
  Transferred Intellectual Property

  	
   

  	
  3.15(a)(ii)

  	
   

  
	
  Seller Non-Compete Term

  	
   

  	
  5.7(a)

  	
   

  
	
  Seller Registered Intellectual Property

  	
   

  	
  3.15(b)

  	
   

  
	
  Standard Survival Period

  	
   

  	
  7.1(a)

  	
   

  
	
  Third Party Indemnity Claim

  	
   

  	
  7.5(a)

  	
   

  
	
  Trademark

  	
   

  	
  Recitals

  	
   

  
	
  Transaction Documents

  	
   

  	
  3.25(a)

  	
   

  
	
  Transactions

  	
   

  	
  2.2

  	
   

  
	
  Transferred Assets

  	
   

  	
  2.1(a)

  	
   

  
	
  Transferred Domain Names

  	
   

  	
  Recitals

  	
   

  
	
  Transferred Business

  	
   

  	
  Recitals

  	
   

  
	
  Vance Publishing

  	
   

  	
  5.5(a)

  	
   

  



 


ARTICLE II


PURCHASE AND
SALE


 


2.1           Purchase
and Sale of Assets and Assumption of Assumed Liabilities.


 


(a)           Purchase
and Sale of Assets.  Upon the terms
and conditions herein set forth, Seller hereby agrees to (or cause certain of
its Affiliates to) sell, convey, transfer, assign, grant and deliver to
Purchaser, and Purchaser hereby agrees to purchase, acquire and accept from
Seller (and certain of its Affiliates) at the Closing all of Seller’s right,
title and interest in and to the following assets owned or used by Seller and
relating to the Transferred Business (collectively, the “Transferred Assets”), free and clear of all
Liens other than as expressly set forth herein:


 


(i)            the
rights to conduct, manage and operate the Transferred Business, together with
all goodwill related thereto;


 


(ii)           all
Transferred Intellectual Property;


 


(iii)          all
Tangible Assets set forth on Schedule 2.1(a)(iii);


 


(iv)          all
of Seller’s right, title, and interest in and under all Permits of Seller used
in connection with the Transferred Business that may be assigned by Seller to
the Purchaser;


 


(v)           all
available lists and databases (in an electronic or other form reasonably
required or acceptable to Purchaser) of vendors, suppliers, advertisers, 


 


6

















 


subscribers, customers, registrants, industry experts, partners,
sponsors, endorsers, users (including, but not limited to, feedlot owners and
ranchers), other Persons or entities required to organize, promote, produce,
operate and manage the Transferred Business and all Persons that have informed
Seller that they do not wish to be contacted in connection with any future
activities of the Transferred Business, including, with respect to each of the
forgoing categories, names, addresses, telephone numbers, email addresses,
website addresses, demographic data, call histories, order histories and all
other information required to organize, promote, produce and manage the
Transferred Business (collectively, the “Participant
Lists” and each Person so identified, a “Participant”);


 


(vi)          all
of Seller’s right, title, and interest in the Contracts set forth on Schedule
3.16 (collectively, the “Assumed
Contracts”);


 


(vii)         all
printed or electronic materials (including on-line materials and content and
on-line newsletters and publications) relating to the Transferred Business in the
possession of Seller; and


 


(viii)        all
of Seller’s available financial records, correspondence, data, files and all
other books, records and files relating to the Transferred Business or
employees of the Transferred Business that are hired by Purchaser.


 


(b)           Excluded
Assets.  Other than the assets
described in Section 2.1(a), all rights, interests and assets of Seller
(collectively the “Excluded Assets”)
are to be retained by Seller and do not constitute Transferred Assets.  The Excluded Assets include, without
limitation, (a) all cash of Seller associated with or attributable to
billings of Seller’s accounts prior to Closing and all cash on hand of Seller, (b) the
Agrileach Software, (c) the AgTrader Assets, and (d) business or
other records and documents that pertain to the internal affairs between the
Seller and/or other divisions or Affiliates of Seller and to employees of
Seller not hired by Purchaser or who do not consent to the release of such
records which constitute their personal employment file.


 


(c)           Assumption
of Liabilities.  Except as expressly
provided in this Section 2.1(c), Purchaser shall not assume any liability
or obligation of Seller relating to the Transferred Business or the Transferred
Assets, regardless of whether or not a claim has arisen as of the Closing date,
including, without limitation, any liability resulting from any content,
including any third party or advertiser content (whether prepared solely by
such third party or advertiser or with the assistance of Seller) on the Websites
prior to the Closing Date, except that Purchaser shall assume all of Seller’s
liabilities and obligations set forth on Schedule 2.1(c), including
those which arise after the Closing pursuant to the Assumed Contracts.  The liabilities assumed by Seller pursuant to
this Section 2.1(c) are collectively referred to herein as the “Assumed Liabilities”).


 


(d)           Reservation
of Rights.  Nothing contained herein,
other than the agreements contained in Section 5.7 (Non-Compete). shall
prohibit Seller from and Seller reserves the right to retain and continue to
use any assets that are not Transferred Assets, including, but not limited to,
all databases of vendors, suppliers, subscribers, customers, 


 


7





















 


registrants, industry experts, partners, sponsors, endorsers, users
(including feedlot owners and ranchers) in the conduct of its businesses which
are not Transferred Businesses hereunder.


 


(e)


 


2.2           Closing.  Subject to the terms and conditions of this
Agreement, the closing (the “Closing”)
of the purchase and sale of the Transferred Assets and assumption of the
Assumed Liabilities and the other transactions contemplated hereby
(collectively, the “Transactions”)
shall take place simultaneously with the execution of this Agreement, at the
offices of Wildman, Harrold, Allen & Dixon, LLP, 225 West Wacker Dr.,
Chicago, IL 60606.  The Closing shall
occur on July 15, 2008 (the “Closing
Date”) at 10:00 a.m. or at such other time or place as agreed
by the parties.


 


2.3           Purchase
Price.  The total cash consideration
payable by Purchaser to Seller on the Closing Date for the Transferred Assets
shall be an amount equal to $800,000.00 (the “Purchase
Price”).  The Purchase Price,
less $25,000.00, the amount paid by Purchaser to Seller as a non-refundable
deposit on June 24, 2008, and, less the Holdback Amount (such net amount,
the “Closing Date Payment Amount”) shall be
paid by Purchaser to Seller on the Closing Date, subject to the terms and
conditions of this Agreement.


 


2.4           RESERVED.


 


2.5           Holdback
Amount.


 


(a)           Subject
to any reductions in the Holdback Amount made in accordance with Section 7.4
hereof, no later than January 15, 2009, Purchaser shall pay to Seller the
remaining Holdback Amount.  Purchaser
hereby agrees to maintain the Holdback Amount in an interest bearing deposit
account in the name of Purchaser with a financial institution reasonably
agreeable to Seller and Purchaser (the “Holdback Account”).  Purchaser hereby agrees that interest on
funds in the Holdback Account shall accrue for the benefit of the Seller,
subject to the terms of this Agreement, at a rate of interest not less than the
Prime Rate.


 


2.6           Allocation
of Purchase Price.  The Parties agree
that the Closing Date Purchase Price is being paid for, and shall be allocated
among, the Transferred Assets as set forth on Exhibit A, or in
accordance with such other allocation as the Parties shall mutually agree not
later than 60 days after the Closing Date.


 


ARTICLE III


REPRESENTATIONS
AND WARRANTIES OF SELLER


 


Seller represents and warrants
to Purchaser as follows:


 


3.1           Organization
and Authority of Seller.  Seller is a
corporation duly incorporated and validly subsisting and in good standing under
the Laws of the State of Colorado. 
Seller has all corporate power and authority to own its assets and
properties and to carry on its business as it is now being conducted.  Seller is duly qualified as a foreign entity
to do business, and is in good standing, in each jurisdiction where the failure
to be so qualified would have a Material Adverse Effect.  Seller uses the trade or business name of IMI
Global, Inc., IMI, Inc., 


 


8

















 


CattleNetwork, CattleStore, AgNetwork and
SwineNetwork and Seller and IMI Global, Inc., IMI, Inc., CattleNetwork,
CattleStore, AgNetwork and SwineNetwork are, for all purposes, the same
entity.  IMI Global, Inc., IMI, Inc.,
CattleNetwork, CattleStore, AgNetwork and SwineNetwork have no separate
existence apart from Seller.  Any and all
references to IMI Global, Inc., IMI, Inc., CattleNetwork,
CattleStore, AgNetwork and SwineNetwork in any Transferred Asset, including,
but not limited to, IMI Global, Inc., IMI, Inc., CattleNetwork,
CattleStore, AgNetwork and SwineNetwork being named as a party to any Assumed
Contract, has the same legal effect and meaning as though such reference was to
Seller.


 


3.2           [RESERVED].


 


3.3           Authority
Relative to this Agreement.  Seller
has the right, power and capacity to execute and deliver or cause to be
delivered each certificate, agreement, document or other instrument to be
executed and delivered by Seller in connection with the Transactions and to
perform its obligations hereunder and thereunder and to consummate the
Transactions contemplated by this Agreement. 
The Transactions have been duly and validly authorized by all necessary
corporate action on the part of Seller. 
This Agreement has been, and the other documents contemplated to be
executed by Seller hereby will be as of the Closing, duly executed and
delivered by Seller and constitute or will constitute the legal, valid and
binding obligation of Seller, enforceable against Seller in accordance with the
terms hereof or thereof, except that such enforceability (a) may be
limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other similar Laws of general applicability affecting or
relating to the enforcement of creditors’ rights generally and (b) is
subject to general principles of equity, whether considered in a proceeding at
Law or in equity.


 


3.4           Consents
and Approvals; No Violations.  Except
as set forth on Schedule 3.4, no filing or registration with, or notice
to, and no Permit, authorization, consent or approval of, any Governmental
Authority or any other Person, including any party to any Assumed Contract, is
necessary or required in connection with the execution and delivery of this
Agreement by Seller or for the consummation by Seller of the Transactions.  Neither the execution or delivery of this Agreement
by Seller nor the performance of this Agreement nor the consummation of the
Transactions will (a)  conflict with or result in any breach of any
provision of the organizational documents of Seller, (b)  constitute a
default or event of default under any Assumed Contract or any other Contract of
Seller (c)  violate any order, writ, injunction, decree, statute, rule or
regulation applicable to the Transferred Assets or give any Governmental
Authority the right to challenge the Transactions or to exercise any remedy or
to obtain any relief to which Purchaser or the Transferred Assets may be
subject, (d) cause any of the Transferred Assets to be reassessed or
revalued by any Taxing Authority or other Governmental Authority, (e) contravene,
conflict with, or result in a violation or breach of any provision of, or give
any Person the right to declare a default or exercise any remedy under, or to
accelerate the maturity or performance of, or to cancel, terminate, or modify,
or affect the enforceability of any Assumed Contract or any other Contract of
Seller, or (f) result in the imposition or creation of any Lien upon or
with respect to the Transferred Assets.


 


3.5           Title
to Transferred Assets; Liens.  Seller
has good and valid title to, or, in the case of leased or licensed properties
and assets, valid leasehold or licensed interests in, all of the Transferred
Assets; in each case subject to no Liens.


 


9

















 


3.6           Absence
of Certain Events.  Since June 17,
2008, the Transferred Business has been operated in the ordinary course.  Except as disclosed by the Financial
Statements or as otherwise specifically contemplated by this Agreement, there
has not been since June 17, 2008:


 


(a)           any
amendment or change to the organizational documents of Seller;


 


(b)           any
amendment or termination of any Assumed Contract;


 


(c)           except
as required by GAAP, any change in the accounting policies or practices of
Seller;


 


(d)           any
damage, destruction or loss, whether covered by insurance or not, of any
Transferred Asset;


 


(e)           any
borrowing, agreement to borrow funds or assumption, endorsement or guarantee of
Indebtedness by Seller or any termination or amendment of any evidence of
Indebtedness, Contract, agreement, deed, mortgage, lease, license or other
instrument, commitment or agreement to which the Transferred Assets are bound,
other than in the ordinary course;


 


(f)            any
Lien imposed on any Transferred Asset;


 


(g)           any
commencement, notice received by Seller, or, to the Knowledge of Seller, threat
of any lawsuit, arbitration or proceeding against or investigation of Seller;


 


(h)           any
Material Adverse Effect; or


 


(i)            any
commitment or agreement to do any of the foregoing.


 


3.7           Financial
Statements.  Schedule 3.7 sets
forth true, correct and complete copies of (a) the audited consolidated
balance sheets of Seller as of December 31, 2007 and December 31,
2006 and the audited consolidated income statement of Seller for the fiscal
years then-ended and (b) the unaudited consolidated balance sheets for
each Transferred Business as of June 30, 2008 and the unaudited
consolidated income statement for each Transferred Business as of June 30,
2008 (collectively, the “Financial Statements”).  The Financial Statements were derived from
the accounting books and records of Seller. 
The Financial Statements have been prepared in accordance with GAAP
applied on a consistent basis throughout the periods indicated, and fairly
present the financial condition and the results of operations of Seller as of
the relevant dates and for the relevant periods in all material respects, in
accordance with GAAP.


 


3.8           Books
and Records.  Seller maintains
accurate books of account, minute books, stock record books, and other records
(all of which have been made available to Purchaser) reflecting its respective
assets and liabilities and maintains proper and adequate internal accounting
controls, which provide assurance that (a) transactions are executed with
management’s authorization, (b) transactions are recorded as necessary to
permit preparation of the financial statements of Seller and to maintain
accountability for Seller’s assets, (c) access to Seller’s assets is
permitted only in accordance with management’s authorization, (d) the
reporting of Seller’s assets is compared with existing assets at regular
intervals, and (e) accounts, 


 


10

















 


notes and other receivables and inventory are
recorded accurately, and proper and adequate procedures are implemented to
effect the collection thereof on a current and timely basis.


 


3.9           Litigation.  There are no civil, criminal or
administrative actions, suits, claims, hearings, arbitrations, proceedings or
investigations pending or, to the Knowledge of Seller, threatened, against or
relating to Seller or the Transferred Assets, at law or in equity, or before
any Governmental Authority, which, if determined or resolved adversely to
Seller or the Transferred Assets in accordance with the plaintiffs’ demands,
have a Material Adverse Effect.  Neither
the Transferred Business nor the Transferred Assets are subject to any award,
decision, injunction, judgment, order, ruling, subpoena, or verdict entered,
issued, made, or rendered by any court, administrative agency, or other
Governmental Authority or by any arbitrator.


 


3.10         Tax
Matters.  Except as set forth on Schedule
3.10, (a) all income Tax and other material Tax returns other than the
federal and state corporate income tax returns for December 31, 2007 which
will be filed by the extended due date of September 15, 2008, statements,
reports and forms (collectively, the “Returns”)
that are required to be filed with any Taxing Authority on or before the
Closing Date with respect to any tax period ending on or before the Closing
Date (“Pre-Closing Tax Period”) by Seller has
been, or will be, timely filed on or before the Closing Date; (b) Seller
has timely paid all Taxes shown as due and payable on the Returns that have
been filed; (c) the Returns that have been filed are true, correct and
complete; (d) no Tax sharing agreement, Tax sharing arrangement or Tax
indemnification agreement exists between Seller and any other Person; (e) there
is no action, suit, proceeding, investigation, audit or claim now proposed or
pending against or with respect to Seller in respect of any Tax; and (f) Seller
has not waived any statute of limitations in respect of Taxes or agreed to any
extension of time with respect to a Tax assessment or deficiency.


 


3.11         Liabilities.  Neither the Transferred Assets nor the
Transferred Business are subject to any outstanding claims, liabilities or
indebtedness, accrued, contingent or otherwise, and whether  due or to become due, except pursuant to the
Assumed Contracts.


 


3.12         Compliance
with Law  Schedule 3.12 sets
forth all Permits possessed by Seller and assigned by Seller to Purchaser in
connection with the Transferred Business. 
Seller holds all Permits necessary for the lawful conduct of the
Transferred Business in the jurisdictions in which Seller conducts business,
and is in compliance with the terms of such Permits, except to the extent that
the failure to hold such Permits or comply with the terms of such Permits could
not reasonably be expected to have a Material Adverse Effect.  Seller is in compliance in all material
respects with, and is not in material violation of, any Law.  No investigation or review by any
Governmental Authority with respect to Seller is pending or, to the Knowledge
of Seller, threatened, nor, to the Knowledge of Seller, has any Governmental
Authority indicated an intention to conduct the same, nor is Seller subject to
any consent decree.


 


3.13         Seller
Employees.  Schedule 3.13 sets
forth a correct and complete listing of all employees of Seller employed in
connection with the Transferred Business (the “Seller Employees”).  No
Seller Employee is in material violation of any term of any employment
contract, patent disclosure agreement, non-competition agreement, or any
restrictive covenant to Seller or any former employer relating to (a) the
right of any such Seller Employee to be employed by Seller or Purchaser because
of the nature of the business conducted by Seller or 


 


11

















 


Purchaser or (b) the use of trade
secrets or proprietary information of others. 
The Seller is not a party to any collective bargaining agreement with
any labor union and the Seller has no knowledge of any current union organizing
activity among its employees.  There are
no labor practice complaints against the Seller pending before any agency in connection
with the violation of any law respecting employment, employment practices,
terms and conditions of employment or wages and hours or engaging in any
unlawful labor practices.  Wages,
vacation pay, bonuses, benefits, and commissions earned by employees up to the
Closing Date and all pension plan contributions, workers compensation premiums
and other amounts required to be withheld and/or paid by the Seller in respect
of the Seller Employees up to the Closing Date will be paid by the Seller up to
and including the Closing Date. 
Purchaser shall not be liable for any amounts to which Seller Employees
are or may be entitled in connection with their employment with Seller.


 


3.14         Fees
and Expenses of Brokers and Others. 
Seller (a) is not directly or indirectly obligated to pay any
brokers’ or finders’ fees or any similar fees in connection with the
Transactions, and (b) has not retained any other broker or other similar
intermediary to act directly or indirectly on its behalf in connection with the
Transactions.


 


3.15         Intellectual
Property.


 


(a)           For
purposes of this Agreement, the following terms have the following definitions:


 


(i)            “Intellectual Property” means any or all of the following and
all rights in, arising out of or associated therewith: (A) all copyrights,
copyright registrations and applications therefor, rights in works of
authorship and all other rights corresponding thereto throughout the world,
including all copyrightable works, rights in databases, data collections, “moral”
rights, and mask works, (“Copyrights”); (B) all
inventions (whether patentable or not), invention disclosures, discoveries,
improvements, inventor’s notes, ideas, testing information, research and
development information, trade secrets, proprietary information, know how,
technology, technical data, specifications, designs, plans, proposals, supplier
lists and customer lists and all documentation relating to any of the foregoing
and corresponding rights in confidential information and other non-public
information (“Trade Secrets”); (C) all
trademarks, trade names, service marks, trade dress, designs and logos, tag
lines, domain names indicating the source of goods or services, and other
indicia of commercial source or origin (whether registered, common law,
statutory or otherwise) and all registrations and applications for registration
thereof and all other rights corresponding thereto throughout the world (“Marks”); (D) all business and marketing plans, market
surveys, market know-how and customer lists and information, databases, data
collections and content and all rights therein, throughout the world; (E) all
Internet electronic addresses, domain names, uniform resource locators and
other Internet or similar addresses or identifiers, and registrations thereof (“Domain Names”); (F) all business names and assumed names
(whether registered, common law, statutory or otherwise) (“Business
Names”); (a) all Websites; (H) all Software; and (I) any
similar, corresponding or equivalent rights to any of the foregoing any where
in the world.


 


12

















 


(ii)           “Transferred Intellectual Property” shall mean any and all
Intellectual Property that is owned or used by Seller solely in connection with
the operation of the Transferred Business, as is set forth on Schedule
3.15(b).  Transferred Intellectual
Property shall not include Intellectual Property which is owned and used by
Seller in connection with the operation of Seller Business, including, but not
limited to, the AgTrader Assets or the Agrileach Software.


 


(iii)          “Registered Intellectual Property” shall mean all United
States, international and foreign: (a) registered Marks and, renewals and
applications; (b) registered Copyrights and applications; (c) all
registered Business Names (“Registered Business Names”)
and (d) registered Domain Names and any application, certificate, filing,
registration or other document issued, filed with, or recorded by any
Governmental Authority.


 


(b)           Schedule
3.15(b) sets forth a true, correct and complete list of all (i) Registered
Intellectual Property (including Marks, Copyrights, Registered Business Names
and Transferred Domain Names) used in connection with the Transferred Business
(the “Seller Registered Intellectual Property”);
(ii) applications to register any Transferred Intellectual Property; (iii) all
unregistered Intellectual Property used in connection with the Transferred
Business and (iv) proceedings or actions before any court, tribunal
(including the U.S. Patent and Trademark Office (the “PTO”)
and any equivalent authority anywhere in the world) related to any of the
Seller Registered Intellectual Property. 
For each listed item, Schedule 3.15(b) indicates, as
applicable, the owner of that Intellectual Property, the countries in which
such Intellectual Property is registered, the registration number, and the
filing and expiration dates thereof.


 


(c)           [RESERVED].


 


(d)           All
of the Transferred Intellectual Property is wholly and exclusively owned by the
Seller free and clear of all options, rights, licenses, restrictions or liens.


 


(e)           Other
than the Assumed Contracts, neither the Seller nor any of its subsidiaries is a
party to any other Contract with respect to any Transferred Intellectual
Property.


 


(f)            Except
for the warranties and indemnities contained in those Assumed Contracts,
neither Seller nor its subsidiaries has agreed to, or assumed any obligation or
duty to warrant, indemnify, reimburse, hold harmless, guaranty or otherwise
assume or incur any obligation or liability or provide a right of recourse with
respect to the infringement, violation or misappropriation of the Intellectual
Property rights of any Person caused by Seller’s use of the Transferred
Intellectual Property.


 


(g)           [RESERVED].


 


(h)           All
Transferred Intellectual Property (i) was created solely by either (a) employees,
and not by any agent or independent contractor, of the Seller acting within the
scope of their employment who have validly and irrevocably assigned all of
their rights, including Intellectual Property rights, to the Seller or (b) other
Persons who have validly and 


 


13

















 


irrevocably
assigned all of their rights, including Intellectual Property rights, to the
Seller, and no other Person owns or has any rights to any portion of such
Intellectual Property or (ii) was purchased from Persons that owned and/or
created such Intellectual Property and who had validly and irrevocably assigned
all of their rights, including Intellectual Property rights, to the Seller, and
no other Person owns or has any rights to any portion of such Intellectual
Property.  All Transferred Intellectual
Property is the subject of a valid and enforceable non-compete agreement
providing that the creator of such Transferred Intellectual Property may not
create, own, or manage any Intellectual Property that competes with the
Transferred Intellectual Property, and such non-compete agreements may be
assigned to Purchaser without the consent of such creator.


 


(i)            Neither
the Seller nor any of its subsidiaries has transferred ownership of, or granted
any exclusive license of or exclusive right to use, or authorized the retention
of any exclusive rights in or to joint ownership of, any Transferred
Intellectual Property to any other Person.


 


(j)            As
of the Closing, all Transferred Intellectual Property will be fully
transferable and alienable by Purchaser without restriction and without payment
of any kind or other rights granted to any Person.  Upon Closing, Purchaser shall succeed to all
of the Transferred Intellectual Property rights necessary for the conduct of
the Transferred Business and all of those rights shall be exercisable by
Purchaser to the same extent as by Seller and its subsidiaries prior to
Closing.


 


(k)           The
operation of the Transferred Business does not infringe or misappropriate the
Intellectual Property rights of any other Person, violate the rights of any
other Person (including rights to privacy or publicity), or constitute unfair
competition or trade practices under the Laws of any jurisdiction.  Neither the Seller nor any of its
subsidiaries has received any written notice from any third party claiming that
the operation or sale of any Transferred Intellectual Property infringes,
violates or misappropriates the Intellectual Property rights of any third party
or constitutes unfair competition or trade practices under the Laws of any
jurisdiction, nor is there any basis for those claims.


 


(l)            There
are no facts or circumstances that would render any Transferred Intellectual
Property invalid or unenforceable. 
Except as set forth in Schedule 3.15(l), each item of Seller
Registered Intellectual Property is valid and subsisting, and all necessary
registration, maintenance and renewal fees in connection with that Seller
Registered Intellectual Property have been paid and all necessary documents and
certificates in connection with that Seller Registered Intellectual Property
have been filed with the relevant patent, copyright, trademark or other
authorities in the United States or non-U.S. jurisdictions, as the case may be,
for the purposes of obtaining and maintaining that Seller Registered
Intellectual Property.  Without
limitation, there is no information and there are no materials, facts, or
circumstances that would render any of the Seller Registered Intellectual
Property invalid or unenforceable, or would adversely effect any pending
application for any Seller Registered Intellectual Property, and neither the
Seller nor any of its subsidiaries has misrepresented, or failed to disclose,
and, there has been no misrepresentation or failure to disclose, any fact or
circumstance in any application for any Seller Registered Intellectual Property
that would constitute fraud or a misrepresentation with respect to that
application or that would otherwise


 


14
















 


affect the
validity or enforceability of any Seller Registered Intellectual Property.  Except as set forth in Schedule 3.15(l),
there are no actions that must be taken by the Seller within 60 days after the
Closing Date, including the payment of any registration, maintenance or renewal
fees or the filing of any documents, applications or certificate for the
purposes of maintaining, perfecting or preserving or renewing any Seller
Registered Intellectual Property.


 


(m)          There
is, and has been, no pending, decided or settled opposition, interference,
reexamination, injunction, lawsuit, proceeding, hearing, investigation,
complaint, arbitration, mediation, demand, decree, or any other dispute,
disagreement, or claim (“Dispute”)
related to the Transferred Intellectual Property, nor, has any Dispute been
threatened, challenging the legality, validity, enforceability or ownership of
any Transferred Intellectual Property. 
No circumstances or grounds exist that would give rise to a Dispute
related to the Transferred Intellectual Property.  Neither the Seller nor any of its
subsidiaries has sent any notice of any Dispute and, there exists no
circumstances or grounds upon which the Seller could assert any Dispute.  No Transferred Intellectual Property is
subject to any outstanding injunction, judgment, order, decree, ruling charge,
settlement or other disposition of any Dispute.


 


(n)           No
Intellectual Property that is or was Transferred Intellectual Property has been
permitted to lapse or enter the public domain.


 


(o)           The
Parties agree that the Software that is included in the Transferred Assets,
Source Codes for Software that is included in the Transferred Assets,
documentation for the Software that is included in the Transferred Assets and
object codes for Software that is included in the Transferred Assets are
collectively referred to as the “Seller Software.”  Seller hereby confirms that Seller has up to
date, complete source code or equivalent high level code in other programming
languages (“Source Code”) for the Seller
Software.  All Source Code is complete to
the degree that it contains all necessary notations to re-compile a complete
version of all Seller-developed applications. 
Seller owns all rights of every kind and nature, in any and all media
now or hereafter known, in and to the Seller Software.  No “open source” Software has ever been
distributed in conjunction with or as part of the Seller Software.  Seller has all rights of ownership with
respect to the Seller Software, including the rights of adaptation and exploitation
by any means and media, now or hereafter known, without obligation to any other
person.  No royalty or other fee of any
kind is payable by Seller for the reproduction, adaptation, distribution,
public performance, display or other exploitation of the Seller Software.  None of the Seller Software infringes or
otherwise violates the rights, including Intellectual Property rights, of any
other person and there are no proceedings pending or, to the Knowledge of
Seller, threatened, and no claim has been received by Seller alleging
infringement or violation with respect to the Seller Software.  Except as set forth on Schedule 3.15(o),
there is no violation by others of any right of Seller with respect to the
Seller Software.  The Seller Software
(and all related systems, servers and databases):


 


(i)            Are
backed-up and subject to the security and disaster recovery procedures set
forth in Schedule 3.15(o);


 


(ii)           Are
compliant with current industry standards for the industries in which the
Transferred Business operates;


 


15





















 


(iii)          Are
accompanied by the repair, debugging and other Software tools used by Seller to
maintain, adapt and update it; to the extent such tools are proprietary to
Seller, they are subject to the representations and warranties related to owned
Seller Software set forth in this Section 3.15(o); to the extent
such tools are products of a third party, they are readily available at
reasonable cost; and


 


(iv)          Seller
fully complies with all applicable Laws governing the obtaining, inputting,
storage, compilation, manipulation, access to and distribution of any
individual or personal data and adequate systems and safeguards are in place to
monitor such compliance on an ongoing basis, as specified in Schedule
3.15(o).


 


(p)           [RESERVED]


 


(q)           Except
as set forth on Schedule 3.15(q), all content of each of the Websites is
either licensed to Seller by the owner of such content pursuant to a validly
existing license agreement or owned by the Seller.


 


(r)            Neither
this Agreement nor the transactions contemplated by this Agreement, including
the assignment to Purchaser by operation of Law or otherwise of any Contracts
to which the Seller is a party, will result in: 
(i)  Purchaser or Seller granting to any other Person any right to
or with respect to any Intellectual Property owned by, or licensed to, any of
them, (ii) Purchaser or Seller, being bound by, or subject to, any
non-competition or other restriction on the operation or scope of their
respective businesses, or (iii) Purchaser or Seller being obligated to pay
any royalties or other amounts to any Person in excess of those payable by any
of them, respectively, in the absence of this Agreement or the transactions
contemplated by this Agreement.


 


(s)           The
Seller and each of its subsidiaries has taken all reasonable steps necessary to
protect the Seller’s or such subsidiaries’ rights in the Transferred
Intellectual Property.  In each case in
which the Seller has acquired any Transferred Intellectual Property from any
third party, Seller has obtained a valid and enforceable assignment sufficient
to irrevocably transfer all rights in and to that Transferred Intellectual
Property (including the right to seek past and future damages with respect
thereto) to the Seller, and to the maximum extent provided for by, and in
accordance with, applicable Laws, the Seller has recorded each of those
assignments with the relevant governmental authorities, including the PTO or
any respective equivalents in any jurisdiction. 
Neither Seller nor any of its subsidiaries have disclosed, or have any
obligation to disclose, to another Person any Trade Secrets of Seller relating
to the Transferred Business, except pursuant to an enforceable confidentiality
agreement or undertaking, and no Person has materially breached any such
agreement or undertaking.


 


(t)            No
(i) product, technology, service, content or publication of Seller
relating to the Transferred Business, (ii) material published or distributed by
Seller relating to the Transferred Business including content of the Websites,
or (iii) conduct or statement of Seller relating to the Transferred
Business constitutes a defamatory statement or material, false advertising or
otherwise violates any applicable law.


 


16





















 


(u)           None
of the Transferred Intellectual Property was developed by or on behalf of, or
using grants or any other subsidies of, any governmental entity or any
university.


 


3.16         Assumed
Contracts.  Schedule 3.16 sets forth a
correct and complete list of the Assumed Contracts.  All Assumed Contracts are valid, binding and
in full force and effect as to Seller. 
Each Assumed Contract is enforceable in accordance with its terms.  Neither Seller nor, to the Knowledge of
Seller, any other party thereto, is in breach or violation of, or default under
the terms of any such Assumed Contract. 
Seller has not received any notice or other communication (in writing or
otherwise) regarding any actual, alleged, possible or potential violation or
breach of or default under any Assumed Contract.  None of the parties to any Assumed Contract
has given notice (written or oral) of its intent to terminate such Assumed
Contract and, to the Knowledge of the Seller, no party intends to terminate any
Assumed Contract prior to or following the consummation of the
Transactions.  There have been no
amendments or modification to the Assumed Contracts that could make any of the
information disclosed herein inaccurate or incomplete.  Copies of all Assumed Contracts, including
any modifications and amendments thereto, have been provided to Purchaser by
Seller.  Seller has either provided to
Purchaser or made available for Purchaser’s review all Contracts entered into
in connection with the Transferred Business as conducted by Seller prior to
Closing.


 


3.17         Receivables.  Schedule 3.17
sets forth a complete and accurate list of all Receivables, showing the amounts
due or paid as of the Closing Date and the name and contact information of the
party that has paid or shall pay such amount. 
All Receivables have arisen from lawful transactions in the ordinary
course of business.  None of such
Receivables or any other debts, are or will as of the Closing Date be subject
to any counterclaim or set-off except to the extent of any such provision or
reserve identified on Schedule 3.17. 
Except in the ordinary course of Seller’s business, Seller has not
accelerated or received early payment of any accounts or other Receivables or
delayed payment of any accounts or other payables.


 


3.18         RESERVED.


 


3.19         Participant
Lists. 
Seller has provided to Purchaser or made available for Purchaser’s
review true, correct and complete Participant Lists for each Transferred
Business.


 


3.20         Real
Property. 
Seller has not and does not currently own or lease any real property in
connection with the Transferred Business.


 


3.21         Advertisers.  Seller has not made
any material misrepresentation to any Person providing advertising content or
other content on any Website that is intentionally inaccurate, untrue, false,
or deceptive or otherwise intentionally misleading, including, but not limited
to, as to the number of visitors that view or visit any Website during any
period of time.


 


3.22         Exclusive
Dealing. 
Other than in connection with the transactions contemplated by this
Agreement, neither Seller nor any of its respective financial advisors,
attorneys, accountants or any other representatives has entered into any
currently effective agreement, written or oral, involving the acquisition of
all or any portion of the Transferred Assets, or any other similar transaction
or business combination involving the Transferred Business or the


 


17





















 


Transferred Assets (an “Acquisition
Transaction”) or (b) signed a letter of intent to enter into
any Acquisition Transaction that has not expired.


 


3.23         Transferred
Assets. 
The Transferred Assets include all of Seller’s assets as are necessary,
prudent and advisable for Purchaser to organize, promote, produce and manage the
Transferred Business following the Closing Date.


 


3.24         Privacy.  Purchaser
acknowledges that Seller has previously disclosed to it that Seller does not
have a written policy concerning procedures for protecting personally
identifiable information nor does Seller have any data privacy or security
policies, privacy statements or privacy agreements (defined hereinbelow as a “Privacy Policy”). Purchaser further acknowledges that Seller
has disclosed that Seller has neither sought nor received legal counsel regarding
the requirements of relevant Laws governing the protection of personally
identifiable information. Purchaser agrees that any and all representations of
Seller contained in this section, therefore, are subject to such disclosure.


 


(a)           Except as set forth on
Schedule 3.24, Seller is and has been in compliance in all material respects
with all Laws with respect to protection of personally identifiable information
of consumers, users and other Participants, including, but not limited to,
personal information relating to income, tax returns, taxes, or other financial
information, non-public financial information, and other personally
identifiable information (collectively, Customer Information”).


 


(b)           Except as set forth on
Schedule 3.24, Seller is and has been in compliance in all material respects
with all Laws with respect to any requirement that it have data privacy
policies or data security policies in effect, including relating to data loss,
theft and breach of notification policies.


 


(c)           Seller is and has been in
compliance in all material respects with all applicable provisions of the
Gramm-Leach-Bliley Act and the rules, regulations and interpretations
related thereto and other applicable privacy laws and regulations, including
those related to information security as well as the transfer, exchange,
disclosure, sharing, use or storage of Customer Information.


 


(d)           A copy of the data privacy
and security policies, privacy statements and privacy agreements, including,
any such policies or statements applicable to its customers, users, employees,
and persons with whom it may interact electronically through any website
(including those Domain Names transferred in accordance with this Agreement) or
otherwise (the “Privacy Policy”) of Seller
regarding the collection and use of information, including, without limitation,
Customer Information, has been
delivered to Purchaser.  Except as set
forth on Schedule 3.24, Seller’s Privacy Policy is a product of its own
creation and was not prepared or used by Seller in violation of any applicable
Law.  Except as set forth on Schedule
3.24, Seller has not collected, received or used any Customer Information in
violation of its applicable Privacy Policy. 
Except as set forth on Schedule 3.24, Seller has security measures and
safeguards in place to protect the Customer Information from illegal or
unauthorized access, download or use by its personnel or third parties, and
from access, download or use by its personnel or third parties in a manner
violative of applicable Laws or the applicable Privacy


 


18

















 


Policy and, to the knowledge of Seller, no Person has gained
unauthorized access to or made any unauthorized use of any Customer
Information.  Except as set forth on
Schedule 3.24, Seller has adopted a written information security program
designed to protect all Customer Information, copies of which have been
provided to Purchaser.  Except as set
forth on Schedule 3.24, there is no complaint, action, suit, proceeding or
investigation pending or, to the Knowledge of Purchaser, threatened against or
relating to Purchaser at law or in equity, or before any Governmental Authority
arising out of or relating to the Privacy Policy.


 


(e)           Seller has not collected any
personally identifiable information or other Customer Information from any
third parties that such party did not knowingly disclose, except as permitted
by applicable Laws.


 


(f)            Except as
listed on Schedule 3.24, Seller has no limits in its Privacy Policy on
the transfer or sale of personally identifiable information and other Customer
Information or its use after sale, including but not limited to active and/or
contactable customers and suppression lists, and may transfer such personally
identifiable information and other Customer Information to Purchaser in
connection with the Transactions.


 


(g)           Except as set forth on
Schedule 3.24, Seller has in effect privacy agreements for relevant Affiliate,
supplier or other third party agreements, including, but not limited to, credit
card processors, involving the collection, use, storage, and processing of
personally identifiable information controlled by Seller.


 


(h)           Except as set forth on
Schedule 3.24, Seller is in compliance in all material respects with all Laws
applicable to transfer of personally identifiable information and other
Customer Information across national borders.


 


(i)            Seller does not use or
disclose to third parties any personally identifiable information or other
Customer Information of customers except if the customer has consented to such
use or disclosure or except as required by a Governmental Authority or by
applicable Laws.


 


3.25         Condition
of Tangible Assets.  All items of the Tangible Assets or any of
them are in good operating condition and in good condition of maintenance and
repair, ordinary wear and tear excepted, and conform to all applicable
ordinances, rules, regulations and technical standards and all applicable
building, zoning laws and other Laws.


 


3.26         Full
Disclosure.


 


(a)           None
of the documents executed, prepared or delivered in connection with the
Transactions (the “Transaction Documents”)
contain or will contain any untrue statement of material fact; and none of the
Transaction Documents omits or will omit to state any fact necessary to make
any of the representations, warranties or other statements or information
contained therein not misleading.


 


(b)           Except
as set forth in the schedules hereto, there is no material fact that (i) may
have an adverse effect on the Transferred Assets or the Transferred Business or
on the ability of Seller to comply with or perform any covenant or obligation
under any of the 


 


19

















 


Transaction
Documents, or (ii) may have the effect of preventing, delaying, making
illegal or otherwise interfering with any of the Transactions.


 


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER


 


Purchaser represents and warrants to Seller
as follows:


 


4.1           Organization
and Authority of Purchaser.  Purchaser is duly organized, validly existing
and in good standing under the Laws of the State of Illinois.  Purchaser has all corporate power and
authority to carry on its business as it is now being conducted.


 


4.2           Authority
Relative to this Agreement.  Purchaser has the right, power and capacity
to execute and deliver each certificate, agreement, document or other
instrument to be executed and delivered by Purchaser in connection with the
Transactions and to perform its obligations hereunder and thereunder and to
consummate the Transactions.  The
Transactions have been duly and validly authorized by all necessary corporate
action on the part of Purchaser.  This
Agreement has been, and the other documents contemplated to be executed by
Purchaser hereby will be as of the Closing, duly executed and delivered by
Purchaser and constitute or will constitute the legal, valid and binding
obligation of Purchaser, enforceable against Purchaser in accordance with the
terms hereof, except that such enforceability (a) may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
other similar Laws of general applicability affecting or relating to the
enforcement of creditors’ rights generally and (b) is subject to general
principles of equity, whether considered in a proceeding at Law or in equity.


 


4.3           Consents
and Approvals; No Violations.  No filing or registration with, or notice to,
and no Permit, authorization, consent or approval of, any Governmental
Authority or any other Person is necessary or required in connection with the
execution and delivery of this Agreement by Purchaser or for the consummation
by Purchaser of the Transactions. 
Assuming that all filings, registrations, Permits, authorizations,
consents and approvals contemplated by the immediately preceding sentence have
been duly made or obtained, neither the execution or delivery of this Agreement
by Purchaser nor the performance of this Agreement nor the consummation of the
Transactions by Purchaser will (a)  conflict with or result in any breach
of any provision of the respective Articles of Incorporation, Certificate of
Incorporation, Bylaws or other organizational documents of Purchaser, (b) 
result in a violation or breach of, or constitute (with or without due notice
or lapse of time or both) a default (or give rise to any right of termination,
amendment, cancellation or acceleration) under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, license, Contract or other
instrument or obligation to which Purchaser is a party or by which Purchaser or
any of the properties or assets of Purchaser may be bound or (c)  violate
any order, writ, injunction, decree, statute, rule or regulation
applicable to Purchaser or any of the properties or assets of Purchaser, in
each case except to the extent that such conflict, default or violation would
not reasonably be expected to have a material adverse effect on Purchaser’s
ability to consummate the Transactions.


 


4.4           Litigation.  There is no action,
suit, proceeding or investigation pending or, to the Knowledge of Purchaser,
threatened against or relating to Purchaser at law or in equity, or before


 


20





















 


any Governmental Authority, that seeks restraint,
prohibition, damages or other relief in connection with this Agreement or the
consummation of the Transactions contemplated hereby.


 


4.5           Fees
and Expenses of Brokers and Others.  Purchaser (a) is not directly or
indirectly obligated to pay any brokers’ or finders’ fees or any similar fees
in connection with the Transactions, and (b) has not retained any broker
or other similar intermediary to act directly or indirectly on its behalf in
connection with the Transactions.


 


ARTICLE V

ADDITIONAL AGREEMENTS


 


5.1           Fees
and Expenses.  Except as specifically set forth in this
Agreement, each Party shall bear its own expenses in connection with the
negotiation and execution of this Agreement and any other agreement, document
or form prepared or executed in connection with this Agreement, including all
fees and expenses of its legal counsel, investment bankers, financial advisors
and accountants.


 


5.2           Public
Announcements.  Prior to the Closing Date, Seller and
Purchaser will consult with each other before issuing any press release or
otherwise making any public statements with respect to the Transactions and
shall not issue any such press release or make any such public statement prior
to giving each Party a reasonable opportunity to review and comment on such
press release or public statement. 
Notwithstanding the forgoing nothing contained herein shall impede or
prevent the seller from complying with regulation FD promulgated under the
Securities and Exchange Act of 1934.


 


5.3           Bulk
Sales. 
On or prior to the Closing Date, Seller agrees to comply with all
applicable bulk sales or bulk transfer laws of any Governmental Authority
(including, without limitation all bulk sales or bulk transfer provisions
administrated by the Colorado, Illinois and Missouri Departments of Revenue or
similar Governmental Authorities (the “Bulk Sales Laws”)).


 


5.4           Tax
Matters. 
Purchaser and Seller agree to furnish or cause to be furnished to each
other, and each at their own expense, as promptly as practicable, such
information (including access to books and records) and assistance, including
making employees available on a mutually convenient basis to provide additional
information and explanations of any material provided, relating to the
Transferred Business and the Transferred Assets as is reasonably necessary for
the filing of any Return, for the preparation for any audit, and for the
prosecution or defense of any claim, suit or proceeding relating to any
adjustment or proposed adjustment with respect to Taxes or any appraisal of the
Transferred Business and the Transferred Assets.  Seller shall retain in its possession all
Returns and tax records relating to the Transferred Business and the
Transferred Assets that might be relevant to any taxable period ending on or
prior to the Closing Date until the relevant statute of limitations has
expired.  After such time, Seller may
dispose of such materials, provided, that prior to such disposition Seller
shall give Purchaser a reasonable opportunity to take possession of such
materials.  Purchaser shall retain in it
possession, and shall provide Seller reasonable access to (including the right
to make copies of), such supporting books and records and any other materials
that Seller may specify with


 


21





















 


respect to Tax matters relating to any taxable period ending
on or prior to the Closing Date until the relevant statute of limitations has
expired.


 


5.5           Seller
Communications Program.


 


(a)           As
additional consideration for the Transferred Assets, Vance Publishing
Corporation, a New York corporation, the parent corporation of the Purchaser (“Vance Publishing”) agrees to provide to Seller, or to cause
any of its Affiliates to provide to Seller, subject to customary terms and
conditions of Vance Publishing or its Affiliates, as the case may be, during
each of the three (3) successive 12 month periods commencing on Closing
Date, 2008 and ending on the third anniversary of the Closing Date, (i) one
(1) full-page, four-color advertisement in each of the publications
indicated in the chart below, and (ii) for the number of advertisements
per each such 12 month period for each publication as indicated in the chart
below (collectively, the “Publication  Advertising Rights”):


 


	
  Publication

  	
   

  	
  Number of

  Advertisements

  Per Year

  	
   

  	
  Aggregate Consideration

  Provided Over the 36

  Month Period

  	
   

  
	
  Drovers

  	
   

  	
  12

  	
   

  	
  $

  	
  438,000.00

  	
   

  
	
  Bovine Veterinarian

  	
   

  	
  8

  	
   

  	
  $

  	
  131,000.00

  	
   

  
	
  Pork

  	
   

  	
  10

  	
   

  	
  $

  	
  290,000.00

  	
   

  
	
  Dairy Herd Management

  	
   

  	
  12

  	
   

  	
  $

  	
  423,000.00

  	
   

  
	
  TOTAL

  	
   

  	
   

  	
   

  	
  $

  	
  1,282,000.00

  	
   

  



 


With
the written consent of Vance Publishing, Seller shall be entitled to receive
such other services, including, without limitation, Platinum Partner status on
CattleNetwork.com and AgNetwork.com, but only to the extent such status is
offered by Purchaser, offered by Vance Publishing or any of its Affiliates as a
substitute for the Publication Advertising Rights set forth above so long as
such services shall be of equal or lesser value than the Publication
Advertising Rights.  The value of any
such services, as agreed among the parties, shall reduce the Publication Advertising
Rights to which Seller otherwise would have been entitled dollar for dollar
and, correspondingly, the number of advertisements to which Seller otherwise
would have been entitled.


 


(b)           Vance
Publishing agrees to sell to Seller, or cause any of its Affiliates to sell to
Seller, and Seller Agrees to purchase from Vance Publishing or any Affiliate of
Vance Publishing, subject to standard pricing rates and customary terms and
conditions, advertising space on the Websites or in any publication of Vance Publishing
or any Affiliate of Vance Publishing; provided that Vance Publishing and its
Affiliates shall have no obligation to create or enlarge its advertising space
or enlarge its publications or Websites to allow for any such advertising, it
being agreed that this Section 5.5(b) shall only apply to remnant
advertising space in such publications and Websites (collectively, the “Other Advertising Rights” and together with the Publication
Advertising Rights, the “Advertising Rights”).


 


22





















 


(c)           Notwithstanding
anything to the contrary in this Agreement or any other Transaction Document,
Seller may not assign, transfer or convey any the Advertising Rights without
the prior written consent of Vance Publishing and Purchaser.


 


(d)           Purchaser
shall have the right to terminate its obligations under this Section 5.5
effective upon delivery of written notice to Seller if (i) Seller, other
than in connection with a Chapter 11 reorganization under the United States
Bankruptcy Code, makes an assignment for the benefit of creditors, or becomes
bankrupt or insolvent, or is petitioned into bankruptcy, or takes advantage of
any state, federal or foreign bankruptcy or insolvency act, or if a receiver or
receiver/manager is appointed for all or any substantial part of its property
and business and such receiver or receiver/manager remains undischarged for a
period of 60 days or (ii) Seller engages in any Change of Control
transaction.


 


5.6           [RESERVED]


 


5.7           Non-Competition
Agreement.


 


(a)           Scope.  For a period of three (3) years
following the Closing Date (the “Seller  Non-Compete Term”), neither Seller, nor any
one or more of its Affiliates or subsidiaries (collectively, the “Restrained Parties”), in any capacity whatsoever (including,
without limitation, individually, or jointly or as owner, shareholder, partner,
member, manager, director, officer, employee, joint venturer, agent,
consultant, independent contractor, or representative of or for any person or
entity) shall directly:


 


(i)            Own, manage, create,
operate, join, control, participate in, be employed by, give consultation or
advice to, or otherwise benefit in any manner from, directly or indirectly, any
person or entity that competes with Purchaser and or its subsidiaries or
Affiliates in any industry in which the Transferred Business operates as of the
Closing Date, including, without limitation, the cattle, livestock, pork,
poultry and dairy industries, in the United States including, without
limitation, the creation, operation or launching of websites, publications or
domain names in such industries that provide news and information content and
are based upon information or advertisement supported structures (with the
exception that Seller may use those assets owned and operated by Seller which
are not part of the Transferred Business including, but not limited to, the
AgTrader Assets, but only to the extend that such assets, including, but not
limited to the AgTrader Assets are used on a subscription supported structure
or website only and not advertisement supported structure or website);


 


(ii)           Solicit any
customers, partners, sponsors, endorsers, advertisers, subscribers and other
participants in the Transferred Business for the purpose of conducting any
activity in any industry in which the Transferred Business operates as of the
Closing Date; or


 


(iii)          Disclose,
divulge, use or exploit or attempt to do any of the foregoing, for their own
benefit or the benefit of others, in any manner in competition with or contrary
to the best interest of Purchaser, any now existing trade secrets or
proprietary information of the Transferred Business or the Transferred Assets,
including,


 


23





















 


without
limitation, any customers, partners, sponsors, endorsers, advertisers,
subscribers and other participants in the Transferred Business, any business or
marketing plans or business strategies related to the Transferred Business or
the Transferred Assets.


 


(iv)          For purposes of
this Section 5.7, “competition” or “competitive” or “compete” or any of
those terms or derivatives of those terms, shall have the meaning commonly
attributed to them in the industry in which the Transferred Business is
operated.


 


(b)           Intentions.  The agreements of this Section 5.7 shall
each be construed as an agreement independent of any other provisions in the
Agreement.  It is not the intention of
any party to violate any public policy, statutory or common law.  If any sentence, paragraph, clause, or
combination of the same is determined to be in violation of law of the state
jurisdiction where it is unlawful, and the remainder of such paragraph and this
Agreement shall remain binding upon the parties hereto.  If any portion of this Section 5.7 is
held to be unreasonable, arbitrary or against public policy, the provisions of
this Article shall be considered divisible both as to time and as to
geographical area; and each month of each year of the specified period shall be
deemed to be a separate period of time. 
In the event any tribunal determines the specified time period or
geographical area to be unreasonable, arbitrary or against public policy, a
lesser time period or geographical area to be unreasonable, arbitrary or again
public policy, a lesser time period or geographical area which is determined to
be reasonable, non-arbitrary and not against public policy may be enforced.


 


(c)           Reformation.  The parties intend that all provisions of
this Agreement are to be enforced to the extent permitted by law.  Accordingly, should any tribunal determine
that the time duration or geographic scope of any provision of this Agreement
is too long or too broad to be enforced as written, the parties intend that
such tribunal reform the provision to such narrower scope, to the maximum
extent allowable, as it determined to be enforceable.


 


(d)           Remedies.  If any one or more of the Restrained Parties
breaches the covenants set forth in Section 5.7 of this Agreement,
Purchaser shall be entitled to the following remedies against such breaching
party:


 


(i)            Damages.  Money damages in the amount of any damages
incurred by Purchaser as a result of the breach to the extent that damages are
proven to a competent tribunal, but only to the extent such damages are the
result of a breach of the covenants set forth in Section 5.7 that have
existed more than 180 days prior to Purchaser’s actual knowledge of such
breach;


 


(ii)           Injunctive
Relief.  The Restrained Parties
acknowledge and recognize that a violation of this Agreement will cause
irreparable and substantial damage and harm to Purchaser and constitute a
failure of consideration, and Purchaser will have no adequate remedy at law for
such violation, and that Purchaser shall be entitled as a matter of right to
specific performance, a temporary restraining order and preliminary and
permanent injunction from a court of competent jurisdiction, retraining any
further such violation, all without having to post any bond, and which right to


 


24
















 


injunctive relief
shall be cumulative and in addition to Purchaser’s right to damages at law as
set forth in Section 5.7(d)(i).


 


(e)           Term Extension.  If any one or more of the Restrained Parties
materially breaches any provision of this Section 5.7, the Seller
Non-Compete Term with respect to each materially breaching Restrained Party
shall be extended for the length of time during which such party is in breach,
without the payment of any additional consideration by Purchaser, but in no
event shall the Seller Non-Compete Term extend beyond five (5) years
following the Closing Date.


 


5.8           [RESERVED]


 


5.9           Post-Closing Receivables
Reconciliation.


 


(a)           As Receivables of the Transferred
Business are issued as of the last day of each calendar month, any Receivable,
or portion thereof, for services rendered prior to the Closing Date, are and
shall remain the property of the Seller (“Seller Recivables”)
and any Receivable, or portion thereof, for services rendered after the Closing
Date, are and shall remain the property of the Purchaser (“Purchaser
Receivables”).  If any Seller Receivables are collected by the
Purchaser after the Closing Date, such amounts shall be remitted to Seller
within ten days after receipt by Purchaser. .  If Purchaser Receivables
are collected by the Seller after the Closing 
Date, such amounts shall be remitted to Purchaser within ten days after
receipt by Seller.  Notwithstanding
anything to the contrary herein, all Receivables of the Transferred Business
for the month of July 2008 with respect to the Transferred Business shall
be shared equally (50% to Seller and 50% to Purchaser) between Seller and
Purchaser.


 


(b)           Each of Purchaser and Seller shall provide to such
other party an accounting of all amounts due from such other party no less frequently
than on the last day of each of month.


 


5.10     Customer/Advertiser/Participant Relationships. 
Seller covenants and agrees that it shall cooperate with Purchaser and
assist Purchaser with maintaining and continuing the business relationships
that the customers, advertisers, suppliers, and all other Participants had with
Seller prior to the Closing Date in connection with the Transferred
Business.  Seller agrees that it will not
cause or permit, and that it will not cause any of its current or former employees,
or permit any of its current employees, to so cause, harm in any manner, to the
relationships between Purchaser, the customers, advertisers, suppliers or any
other Participants on or after the Closing Date.


 


5.11     Right of Setoff. 
Notwithstanding anything in this Agreement or any other Transaction
Document to the contrary, Purchaser shall have the right to set off any
obligation of Purchaser or any Affiliate of Purchaser to Seller or any
Affiliate of Seller under this Agreement or any other Transaction Document,
including, without limitation, any obligation under Sections 5.5 and 7.2,
against any obligation of Seller or any Affiliate of Seller to Purchaser or any
Affiliate of Purchaser under this Agreement or any Transaction Document,
including, without limitation, any obligation under Section 7.3.  This Section 5.11 shall survive
termination of this Agreement.


 


25

















 


5.12     Exclusivity Period for AgTrader Assets. 
..  Seller hereby agrees that from
the Closing Date and for a period of 180 days thereafter, (i) Purchaser
shall have the sole and exclusive right to purchase or otherwise acquire the
AgTrader Assets on terms mutually agreeable to Seller and Purchaser; (ii) Seller
shall not solicit from any Person any offers to purchase or otherwise acquire
the AgTrader Assets; (iii) within 10 days of receipt by Seller of any
offer to purchase or otherwise acquire the AgTrader Assets, Seller will provide
a copy of such offer to Purchaser or otherwise convey such offer to Purchaser,
and (iv) Seller will reasonably cooperate with Purchaser in connection
with its review, diligence and evaluation of the AgTrader Assets in connection
with any purchase or acquisition of the AgTrader assets by Purchaser.


 


5.13     AgTrader Content Use Right. .  Notwithstanding anything to the contrary in
this Agreement or any other Transaction Document, Seller hereby agrees that
Purchaser shall have the right to use content from Seller’s website
AgTraderIndex.com for a period of 180 days from the Closing Date in order to
compile data and information for use on the Websites during such 180 day
period, including, but not limited to, all commodities, dairy, swine, poultry,
cattle, corn, soybeans and wheat data or information listed on AgTraderIndex.com.  Seller and Purchaser hereby agree that after
such 180 day period, any such usage by Purchaser shall be subject to the terms
of a usage agreement reasonably acceptable to Purchaser and Seller, which shall
be negotiated in good faith by each of them.


 


5.14     Additional Post-Closing Deliveries.


 


(a)           Seller agrees to prepare and deliver to
Purchaser such forms as are requested by Purchaser or as or otherwise required
by any Governmental Authority to transfer the Registered Business Names or any
other Transferred Asset to Purchaser.


 


ARTICLE
VI

CONDITIONS PRECEDENT TO CONSUMMATION OF THE TRANSACTIONS


 


6.1           Closing Deliveries of Seller. 
At the Closing, Seller shall deliver to Purchaser the following:


 


(a)           A certificate of a duly authorized officer
of the Seller, certifying (i) that attached copies of Seller’s charter
documents and by-laws are true and complete, and in full force and effect,
without amendment except as shown, (ii) that an attached copy of
resolutions authorizing execution and delivery of this Agreement and the other
Transaction Documents is true and complete, and that such resolutions are in
full force and effect, were duly adopted, have not been amended, modified or
revoked, and constitute all resolutions adopted with respect to this Agreement
and the Transaction, and (iii) to the title, name and signature of each
Person authorized to sign this Agreement and any Transaction Document.  Purchaser may conclusively rely on this
certificate until it is otherwise notified by the Seller in writing.


 


(b)           Copies of the charter documents of Seller,
certified as appropriate by the Secretary of State or another official of
Seller’s jurisdiction of organization.


 


(c)           Good standing certificates for Seller,
issued by the Secretary of State or other appropriate official of Seller’s
jurisdiction of organization and each jurisdiction where


 


26

















 


Seller’s conduct of business or ownership of Transferred Assets
necessitates qualification, including, but not limited to, Colorado and
Missouri.


 


(d)           An executed Agrileach License Agreement.


 


(e)           All Source Codes for the Agrileach Software.


 


(f)            An executed Bill of Sale.


 


(g)           An executed Trademark Assignment.


 


(h)           An executed Domain Name Assignment.


 


(i)            An executed Transition Services Agreement.


 


(j)            An executed Assignment and Assumption
Agreement.


 


(k)           Executed other Transaction Documents to
which Seller is a party.


 


(l)            Evidence that Seller has modified the
Websites such that any confirmation received or receipt displayed upon a
customer’s purchase of products or services from the Websites no longer
contains any credit card expiration dates, credit card security codes, credit
card numbers or any other information that may result in liability under the
Fair and Accurate Credit Transactions Act.


 


(m)          Executed agreements from each provider of
content to the Websites listed on Schedule 6.1(n) hereto in the
form attached hereto as Exhibit H..


 


(n)           Evidence, Satisfactory to Purchaser, of
Seller’s compliance with all Bulk Sales Laws.


 


(o)           Copies of all consents for Assumed Contracts
or notices contemplated in Section 3.4 and other notices and consents
requested by Purchaser in connection with the Transactions.


 


(p)           Payoff letters and Lien releases from each
of Midwest Feeders, Inc. and Platte Valley Bank of Missouri, each in a
form reasonably acceptable to Purchaser, releasing all Liens that such Persons
have or may have on the Transferred Assets.


 


(q)           An opinion of counsel to the Seller as to
the Transactions in a form reasonably accepted to the Purchaser.


 


(r)            Such other documents as Purchaser may
reasonably request to more effectively carry out the terms of this Agreement.


 


6.2           Closing Deliveries of Purchaser. 
At the Closing, Purchaser shall deliver to Seller the following:


 


27

















 


(a)           A certificate of a duly authorized officer
of the Purchaser, certifying (i) that attached copies of Purchaser’s
charter documents and by-laws are true and complete, and in full force and
effect, without amendment except as shown, (ii) that an attached copy of
resolutions authorizing execution and delivery of this Agreement and the other
Transaction Documents is true and complete, and that such resolutions are in
full force and effect, were duly adopted, have not been amended, modified or
revoked, and constitute all resolutions adopted with respect to this Agreement
and the Transaction, and (iii) to the title, name and signature of each
Person authorized to sign this Agreement and any Transaction Document.  Seller may conclusively rely on this
certificate until it is otherwise notified by the Seller in writing.


 


(b)           An executed Assignment and Assumption
Agreement.


 


(c)           Executed other Transaction Documents to
which Purchaser is a party.


 


(d)           The Purchase Price, as adjusted in
accordance with Section 2.3 hereof, and net of any amounts owed to
Purchaser by Seller as provided herein.


 


ARTICLE VII

SURVIVAL; INDEMNIFICATION


 


7.1           Survival of Representations and
Warranties.


 


(a)           All of the representations and warranties of
Seller contained in this Agreement, except for those set forth in Sections 3.11
(with respect to Taxes), and all claims for indemnification with respect
thereto, shall terminate five years after the Closing Date (such five year
period, the “Standard Survival Period”).


 


(b)           All of the representations and warranties of
Seller contained in Sections 3.11 (with respect to Taxes), and all claims for
indemnification with respect thereto, shall terminate seven years after the
Closing Date (such seven year period, the “Additional
Survival Period”).


 


(c)           It is understood that in the event notice of
any claim for indemnification under this Agreement shall have been given (in
accordance with Section  7.5 hereof) within the applicable survival
period, the claims and rights to indemnification relating to such breaches of
representations and warranties, covenants or agreements that are the subject of
such indemnification claim shall survive until such time as such claim is
finally resolved.


 


7.2           Indemnification by Seller. 
Subject to the limitations set forth in Sections  7.1 and 7.4
hereof, Seller shall indemnify and hold harmless Purchaser, and any manager,
member, director, officer, employee, equity holder or Affiliate thereof (the “Purchaser Indemnified Parties”) from and
against any and all claims, demands, suits, proceedings, judgments, losses,
liabilities, damages, costs and expenses of every kind and nature (including
reasonable attorneys’ fees) (collectively, “Losses”)
imposed upon or incurred by any Purchaser Indemnified Party after the Closing,
(collectively, a “Purchaser Claim”)
as a result of or in connection with any of the following:


 


28

















 


(a)           any breach or inaccuracy of any
representation or warranty of Seller set forth in this Agreement or any
Transaction Documents;


 


(b)           any breach of or noncompliance by Seller
with any covenant, agreement, or obligations to be performed by Seller pursuant
to this Agreement or any Transaction Documents to which Seller is a party;


 


(c)           any liabilities of Seller other than the
Assumed Liabilities, including, without limitation, any liability resulting
from any content, including any third party or advertiser content (whether
prepared solely by such third party or advertiser or with the assistance of
Seller) on the Websites prior to the Closing Date;


 


(d)           any noncompliance with any Bulk Sales Laws
or other Laws; or


 


(e)           the operations of the Transferred Assets and
the Transferred Business prior to the Closing Date, including, but not limited
to, and any amounts owed to Seller Employees in connection with their
employment by Seller and any representations or warranties made by Seller to
third parties.


 


7.3           Indemnification by Purchaser. 
Subject to the limitations set forth in Sections  7.1 and 7.4
hereof, Purchaser agrees to indemnify and hold Seller, and any manager, member,
director, officer, employee, equity holder or Affiliate thereof (collectively
the “Seller Indemnified Parties”)
harmless from and against any and all Losses imposed upon or incurred by any
Seller Indemnified Party (any of such losses, a “Seller Claim”), as a result of or in connection with any of
the following:


 


(a)           a breach of any representation or warranty
made by Purchaser under Article  IV of this Agreement; or


 


(b)           the breach of or default in the performance
by Purchaser of any covenant, agreement or obligation to be performed by
Purchaser pursuant to this Agreement or any Transaction Document to which
Purchaser is a party;


 


(c)           the Assumed Liabilities; or


 


(d)           the operations of the Transferred Assets and
the Transferred Business following the Closing Date.


 


29

















 


7.4           Reduction of Holdback Amount


 


(a)           In the event that aggregate Purchaser Claims equal or
exceed $20,000.00, the Holdback Amount shall be reduced as follows: (i) by
$20,000.00 only when aggregate Purchaser Claims equal or exceed $20,000.00, and
(ii) thereafter, dollar for dollar for the amount of Purchaser Claims in
excess of $20,000.00.


 


(b)           Nothing in this Section 7.4 shall be deemed a
limitation on Seller’s indemnification liability under this Article VII.


 


7.5           Indemnification Procedure.


 


(a)           If a Party intends to assert a Purchaser
Claim or a Seller Claim (a Purchaser Claim or a Seller Claim being hereafter
referred to as an “Indemnity Claim”),
the Party intending to assert an Indemnity Claim shall provide the Party from
whom indemnification is sought with written notice of such Indemnity Claim in
accordance with Section 7.5(c) within 30 days after becoming aware of
the facts giving rise to such Indemnity Claim. 
At the time the Indemnity Claim is made and thereafter, any Party
asserting the Indemnity Claim shall provide the Party against which the
Indemnity Claim is asserted with copies of any materials in its possession
describing the facts or containing information providing the basis for the
Indemnity Claim.  If the Indemnity Claim
involves a claim by a third party (a “Third
Party Indemnity Claim”), the Party against which the Third Party
Indemnity Claim is asserted may assume at its expense the defense of the claim
by the third party, provided, that such Party against which the Third
Party Indemnity Claim is asserted agrees in writing with respect to such Third
Party Indemnity Claim that it is obligated hereunder to indemnify and hold any
Party asserting the Third Party Indemnity Claim harmless in accordance with the
terms of this Article  VII; and provided, further, that the
Party asserting the Third Party Indemnity Claim shall be entitled to participate
in the defense of such claim at its own expense.  The failure of any Party against which the
Third Party Indemnity Claim is asserted to assume the defense of any such claim
shall not affect any indemnification obligation under this Agreement.


 


(b)           No indemnified party (an “Indemnified Party”) may settle or
compromise any claim or consent to the entry of any judgment with respect to
which indemnification is being sought hereunder without the prior written
consent of the party from whom indemnification is being sought (an “Indemnifying Party”), unless (i) the
Indemnifying Party fails to assume and maintain the defense of such claim
pursuant to this Article VII and (ii) such settlement, compromise or
consent includes and unconditional release of the Indemnifying Party and its
officers, directors, employees and Affiliates from all liability arising out of
such claim.  An Indemnifying Party may
not, without the prior written consent of the Indemnified Party, settle or compromise
any claim or consent to the entry of any judgment with respect to which
indemnification is being sought hereunder unless (x) such settlement,
compromise or consent includes an unconditional release of the Indemnified
Party and its officers, directors, employees and Affiliates from all liability
arising out of such claim, (y) does not contain any admission or statement
suggesting any wrongdoing or liability on behalf of the Indemnified Party and (z) does
not contain any equitable order, judgment or term that in any


 


30

















 


manner affects, restrains or interferes with the business of the
Indemnified Party or any of its Affiliates.


 


(c)           Any written notice sent by an Indemnified
Party to an Indemnifying Party pursuant to Section 7.5(a) shall include
(i) a detailed description of the Indemnity Claim being made, (ii) copies
of all relevant documentation relating to such claim, and (iii) the basis
for indemnification, including without limitation specific provisions of this
Agreement under which the Indemnified Party believes it is entitled to
indemnification.


 


ARTICLE VIII

MISCELLANEOUS


 


8.1           Entire Agreement; Assignment. 
This Agreement and the other Transaction Documents (a)  constitute
the entire agreement between the Parties with respect to the subject matter
hereof and thereof and supersede all other prior agreements and understandings,
both written and oral, between the Parties or any of them with respect to the
subject matter hereof and thereof, and (b)  shall not be assigned by
operation of Law or otherwise.


 


8.2           Notices.  All notices,
requests, claims, demands and other communications hereunder shall be in
writing and shall be given (and shall be deemed to have been duly given upon
receipt) by delivery in person, by cable, telecopy, telegram or telex,
overnight delivery service from a national carrier or by registered or
certified mail (postage prepaid, return receipt requested) to the respective
Parties as follows:


 


if to Purchaser:


 


	
  CattleNetwork, LLC

  
	
  c/o Vance Publishing Corporation

  
	
  400 Knightsbridge Parkway

  
	
  Lincolnshire, IL 60069

  
	
  Attention:

  	
  Peggy Walker

  
	
  Telephone:  

  	
  (847) 634-2600

  
	
  Telecopy:

  	
  (847) 634-4353

  



 


with a copy to:


 


	
  Wildman, Harrold, Allen & Dixon LLP

  
	
  225 West Wacker Drive, Suite 2800

  
	
  Chicago, IL 60606-1229

  
	
  Attention:

  	
  Jeffrey P. Gray

  
	
  Telephone:  

  	
  (312) 201-2557

  
	
  Telecopy:

  	
  (312) 416-4491

  



 


if to Seller:


 


Integrated Management Information, Inc.


221 Wilcox Street, Suite A


Castle Rock, CO  80104


 


31

















 


Attention:  John Saunders


Telephone: 303-895-3002


Telecopy: 720-221-0411


 


With a copy to:


 


	
  Gougér Franzmann & Hooke, LLC

  
	
  400 Inverness Parkway, Suite 250

  
	
  Englewood, Colorado 80112

  
	
  Attention:

  	
  Sara J. Streight

  
	
  Telephone: 

  	
   (720) 266-1040

  
	
  Facsimile:

  	
    (720) 266-1041

  



 


And:


 


Vanderkam & Associates


1301 Travis, Suite 1200


Houston, Texas  77002


Attention:   Hank Vanderkam


Telephone:  719-547-8900


Facsimile:    713-547-8910


 


or to such other address as the person to
whom notice is given may have previously furnished to the others in writing in
the manner set forth above.


 


8.3           Governing Law.  This
Agreement shall be governed by and construed in accordance with the Laws of the
State of Illinois regardless of the Laws that might otherwise govern under
applicable principles of conflicts of Laws thereof.


 


8.4           SUBMISSION TO JURISDICTION; WAIVERS. 
THE SELLER AND PURCHASER AGREE THAT DISPUTES ARISING OUT OF OR RELATING
TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF
ILLINOIS SITTING IN THE COUNTY OF COOK OR THE UNITED STATES DISTRICT COURT FOR
THE NORTHERN DISTRICT OF ILLINOIS AND THE APPELLATE COURTS HAVING JURISDICTION
OF APPEALS IN SUCH COURTS.  THE SELLER
AND PURCHASER CONSENT AND SUBMIT TO JURISDICTION IN SUCH COURTS AND WAIVE ALL
RIGHTS TO TRIAL BY JURY.


 


8.5           Descriptive Headings. 
The descriptive headings herein are inserted for convenience of
reference only and are not intended to be part of or to affect the meaning or
interpretation of this Agreement.


 


8.6           Parties in Interest. 
This Agreement shall be binding upon and inure solely to the benefit of
each Party, and nothing in this Agreement, express or implied, is intended to
or shall confer upon any other person any rights, benefits or remedies of any
nature whatsoever under or by reason of this Agreement.


 


32

















 


8.7           Execution of this Agreement. 
This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same agreement.  The exchange of
copies of this Agreement and of signature pages by facsimile transmission
shall constitute effective execution and delivery of this Agreement as to the
Parties and may be used in lieu of the original Agreement for all
purposes.  Signatures of the Parties
transmitted by facsimile shall be deemed to be their original signatures for
all purposes.


 


8.8           Severability.  If any term
or other provision of this Agreement is invalid, illegal or incapable of being
enforced by any rule of Law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner adverse to any Party.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the Parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the Parties as closely as possible in an acceptable
manner to the end that the transactions contemplated hereby are fulfilled to
the extent possible.


 


8.9           Enforcement; Service of Process. 
In the event either party shall seek enforcement of any covenant,
warranty or other term or provision of this Agreement or seek to recover
damages for the breach thereof, the party which prevails in such proceedings
shall be entitled to recover reasonable attorneys’ fees and expenses actually
incurred by it in connection therewith. 
The parties hereto agree that the service of process or any other papers
upon them or any of them by any of the methods specified and in accordance with
Section 8.2 hereto (other than by telecopy) shall be deemed good, proper,
and effective service upon them.


 


8.10         Amendments.  This Agreement
may not be changed orally, but only by an agreement in writing signed by all of
the parties hereto.


 


8.10         Joint Preparation. 
This Agreement has been prepared by the joint efforts of the respective
attorneys to each of the parties.  No
provision of this Agreement shall be construed on the basis that such party was
the author of such provision.


 


[SIGNATURE
PAGE FOLLOWS]


 


33

















 


IN
WITNESS WHEREOF, each Party has caused this Agreement
to be duly executed on its behalf by its officers thereunto duly authorized,
all as of the day and year first above written.


 


 


	
   

  	
  INTEGRATED MANAGEMENT

  INFORMATION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ John Saunders

  
	
   

  	
   

  	
  Name: John Saunders

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CATTLENETWORK, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ John Saunders

  
	
   

  	
   

  	
  Name: John Saunders

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VANCE PUBLISHING CORPORATION

  
	
   

  	
  Solely and exclusively in connection with

  Section 5.5 of this Agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Peggy Walker

  
	
   

  	
   

  	
  Name: Peggy Walker

  
	
   

  	
   

  	
  Title: President