ex10_5.htm


    EXHIBIT
10.5

    


    


    AGREEMENT

    


    AGREEMENT,
as of 23rd of
February 2010 (hereinafter referred to as the "Agreement") concluded by and
between Emerging Media Holdings, Inc, a Nevada corporation ("the Company"), and SC Straco Grup
SRL, having its headquarters located in Bucharest, 5-9 Barlea Street, sector 5,
Romania, Sole Registration Number RO15143718, registered with the Trade Registry
under no. J40/751/2003, a company organized and functioning under the laws of
Romania ("Straco").

    


    PREAMBLE

    


    WHEREAS,
Straco owns 20% (twenty percent) of the share capital of  SC Genesis
International S.A., a joint stock company incorporated under the laws of Romania
(“Genesis”), that it
wishes to sell to the Company; and

    


    WHEREAS,
the Company wishes to purchase this stock from the share capital of Genesis;
and

    


    WHEREAS,
subject to the terms and conditions herein, the Company will acquire from Straco
32,000 shares, representing 20% (twenty percent) of the share capital or other
ownership interests (“ Genesis
Shares”) in exchange for an aggregate of 1,250,000 (one million two
hundred fifty thousands) common stock shares of the Company (“EMH Shares”)
following to be issued (“Exchange”) and;

    


    WHEREAS,
the Company and Straco agreed upon the Exchange value, settling the
following:

     

     

    The
average reference exchange rate settled by the parties for the Exchange is 3.00
lei for 1.00 US Dollar.

     

     

    Thus, the
total Exchange value is 1,740,000,00 lei or 580,266.67 US Dollars

     

    WHEREAS,
the Exchange shall qualify as a transaction with securities exempted from
registration and qualification under the Securities Act of 1933, as it was
subsequently amended;

     

     

    NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, and intending to be legally bound hereby, the
Company and Straco hereby agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
I:  THE EXCHANGE.

    


    SECTION 1.01. The Exchange.
Exchange Effects.
Subject to the terms and conditions set forth in Article VII, upon the Effective
Time (as it is defined below in Section 1.02), as a result of the Exchange, the
Company agrees to become the owner of 20% (twenty percent) of Genesis Shares
and

    


    Straco
will become the owner of 1,250,000 (one million two hundred fifty thousands) of
the Company’s shares

    


    SECTION 1.02. Effective Time;
Closing. The present Contract enters in force upon the date it is signed
by the contracting parties. The parties hereto shall cause the Exchange to be
consummated by Straco delivering to the Company, or its representatives, the
Genesis Shares or other instruments evidencing the ownership over the Genesis
Shares, duly endorsed (or jointly with the powers of attorney needed for the
transfer of the ownership over the Genesis shares) so as to make the Company the
sole owner thereof free and clear of all claims and encumbrances except as
specifically assumed by the Company, in exchange for delivery by the Company to
Straco of 1,250,000 (one million two hundred fifty thousands) EMH shares. The
term "Effective Time" means the date and time of the Closing (or such later time
as may be agreed in writing by each of the parties hereto) to be held at the
offices of the Company, in Orlando, Florida (or such other place as the parties
may agree).

    


    ARTICLE
II:  DELIVERY OF SECURITIES; EXCHANGE OF SHARES.

    


    SECTION 2.01. Delivery of
Securities.  Upon the Effective Time, by virtue of the
Exchange:  1,250,000 (one million two hundred fifty thousands) EMH
will be issued in exchange for 32,000 Genesis Shares.

    


     

    SECTION 2.02.  Exchange of
Shares.  Upon the Closing:

     

     

     

    Straco
shall deliver to the Company all Genesis Shares or other instruments
representing the Genesis Shares, together with any stock transfer tax stamps
needed to accomplish the Exchange, together with such other customary documents
as may reasonably be required by the Company . And

     

    The
Company shall deliver to Straco all EMH Shares or other instruments representing
EMH Shares, together with any stock transfer tax stamps needed to accomplish the
Exchange, together with such other customary documents as may reasonably be
required by Straco.

    


    


    ARTICLE
III:  REPRESENTATIONS AND WARRANTIES
OF  STRACO.

    


    Except as
set forth in this Agreement and disclosed in Schedule A, Straco hereby
represents and warrants to the Company that:

    


    SECTION 3.01. Representations and
Warranties of Straco.  Straco hereby represents and warrants to
the Company as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (a)

            	
              Straco
      has reviewed and understands the business, finances and operations of the
      Company, including the Company’s current financial statements, and other
      information and materials in respect to the Company's business and
      operations, including the Company’s filings under the U.S. Securities
      Exchange Act of 1934, as amended (collectively, the "Materials"), and
      makes and enters into this Agreement with full knowledge of the terms and
      conditions contained therein.  The Company has made available to
      Straco and its agents and advisors the opportunity to obtain additional
      information and to verify the accuracy of the information contained in the
      Materials, to evaluate the merits and risks of this investment and to ask
      questions of and receive satisfactory answers from the Company's President
      and other officers and employees concerning the business, its operations
      and prospects. Straco has received all information and materials it has
      requested and had a reasonable amount of time to review and consider the
      Materials and to discuss such matters with the Company representatives,
      its legal counsel and other
advisors.

            


    

    


    
      	
               
      

            	
              ­(b)

            	
              Recognition of
      Risk.  Straco recognizes that the Exchange involves a
      high degree of risk.  In this regard, Straco has read the
      Materials, and understands, in addition thereto, that (i) an investment in
      the Company is speculative; (ii) Straco may not be able to liquidate the
      investment; (iii) transferability of the EMH Shares resulted from the
      Exchange is restricted; and (iv) in the event of a disposition, Straco
      could sustain the loss of its entire
investment.

            


    

    


    
      	
               
      

            	
              (c)

            	
              ­Knowledge and
      Experience of Shareholder.  Straco represents that its
      knowledge and experience in financial and business matters are such that
      it is capable of evaluating the merits and risks of an investment in the
      Company.

            

 

    
      	
               
      

            	
              (d)

            	
              Investor
      Status. (i) Straco is not a U.S. Legal Person and is not acquiring
      the EMH Shares resulted from the Exchange for the account of any U.S.
      Person, (ii) if a corporation, it is not organized or incorporated under
      the laws of the United States; (iii) if a corporation, no director or
      executive officer is a national or citizen of the United States; and (iv)
      it is not otherwise deemed to be a "U.S. Person" within the meaning of
      Regulation S.

            


    

    


    
      	
               
      

            	
              ­(e)

            	
              Purchase for
      Investment.  Straco is subscribing for the EMH Shares
      resulted from the Exchange solely for its own account, for investment
      purposes and not for distribution, sale or subdivision, or for the account
      of any other individual, corporation, firm or
  person.

            


    

    


    
      	
               
      

            	
              ­(f)

            	
              Representation by
      Counsel.  Straco represents that it is represented by its
      own counsel in this transaction and that such counsel has carefully
      reviewed the terms of this Agreement and the tax consequences of the
      Exchange.

            


    

    


    SECTION 3.02. Brokers. No
broker, finder or investment banker is entitled to any brokerage, finder's or
other fee or commission in connection with the Exchange or the other
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of Straco.

    .

    


    ARTICLE
IV:  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

    


    Except as
set forth in this Agreement and disclosed in Schedule B, the Company hereby
represents and warrants to Genesis that:

    


    SECTION 4.01. Organization and
Qualification; Subsidiaries. The Company is a corporation duly
incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has all corporate requisite power and
authority and all necessary governmental approvals to own, lease and operate its
properties and to carry on its business as it is now being
conducted.

    


    SECTION 4.02. Certificate of
Incorporation and By-Laws. the Company has heretofore made available to
Straco a complete and correct copy of its Organization Documents. The Company is
not violating any of the provisions of its Organization Documents.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION 4.03. Capitalization.
The authorized share capital of the Company consists of 100,000,000 common stock
shares of which 16,303,000 shares are issued and outstanding upon the date of
this Agreement.

    


    SECTION 4.04. Due Authorization of
Exchanged EMH Shares. The EMH Shares to be issued pursuant to the
Exchange in accordance with SECTION 2.01 (i) will be duly authorized, validly
issued, fully paid and non-assessable and not subject to preemptive rights
created by statute, the Company's Articles of Incorporation or By-Laws or any
agreement to which the Company is a party or is bound to and (ii) will, when
issued, be exempted from registration under the Securities Act of 1933, as
amended (together with the rules and regulations promulgated thereunder, the
"Securities Act") and
the Securities Exchange Act of 1934, as amended (together with the rules and
regulations promulgated thereunder, the "Exchange Act") and exempted
from registration under applicable Blue Sky Laws. The EMH Shares to be issued
pursuant to the Exchange in accordance with SECTION 2.01 will bear a restrictive
legend in substantially the following form (and a stop-transfer order may be
placed against transfer of the certificates for such EMH
Shares):  "The Securities represented by this certificate have not
been registered under the Securities Act of 1933, as amended. The Securities may
not be sold, transferred or assigned in the absence of an effective registration
statement for the Securities under said Act, or an opinion of counsel, in form,
substance and scope customary for opinions of counsel in comparable
transactions, that registration is not required under said Act."

     

    SECTION 4.05. Authority Relative to
This Agreement. the Company has all necessary corporate power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder and to consummate the Exchange and the other transactions contemplated
by this Agreement. The execution and delivery of this Agreement by the Company
and the consummation by the Company of the Exchange and the other transactions
contemplated by this Agreement have been duly and validly authorized by all
necessary corporate action and no other corporate proceedings on the part of the
Company are necessary to authorize this Agreement or to consummate the Exchange
and the other transactions contemplated by this Agreement. This Agreement has
been duly and validly executed and delivered by the Company and, assuming the
due authorization, execution and delivery by Straco, constitutes a legal, valid
and binding obligation of the Company, enforceable against the Company in
accordance with its terms.

    


    SECTION 4.06. Absence of
Litigation. As of the date of this Agreement, there is no litigation,
suit, claim, action, proceeding or investigation pending or, to the knowledge of
the Company, threatened against the Company, or any property or asset of the
Company, before any court, arbitrator or governmental entity, domestic or
foreign, which seeks to delay or prevent the consummation of the Exchange or any
other material transaction contemplated by this Agreement.

    


    SECTION 4.07. Brokers. No
broker, finder or investment banker is entitled to any brokerage, finder's or
other fee or commission in connection with the Exchange or the other
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of the Company.

    


    ARTICLE
V:  CONDUCT OF BUSINESSES PENDING THE EXCHANGE

    


    SECTION 5.01. Conduct of Business by
the Company and Genesis Pending the Exchange.  The Company
agrees that, between the date of this Agreement and the Effective Time, except
if the parties agree otherwise, the businesses of the Company and Genesis shall
be conducted in the ordinary course of business and in a manner consistent with
past practice.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
VI:  ADDITIONAL AGREEMENTS

    


    SECTION 6.01. Obligations of the Company.
The Company shall take all action necessary to perform its obligations
under this Agreement and to consummate the Exchange subject to the terms and
conditions set forth in this Agreement.

    


    SECTION 6.02. Obligations of
Straco. Straco shall take all action necessary to perform its obligations
under this Agreement and to consummate the Exchange subject to the terms and and
conditions set forth in this Agreement.

    


    SECTION 6.03. Further Action;
Consents; Filings. Subject to the terms and conditions hereof, each of
the parties hereto shall use its reasonable best efforts to (i) take, or cause
to be taken, all appropriate action and do, or cause to be done, all things
necessary, proper or advisable under applicable law or otherwise to consummate
and make effective the Exchange and the other transactions contemplated by this
Agreement, (ii) obtain from Governmental Entities any consents, licenses,
permits, waivers, approvals, authorizations or orders required to be obtained or
made by the Company or Genesis or any of their subsidiaries in connection with
the authorization, execution and delivery of this Agreement and the consummation
of the Exchange and the other transactions contemplated by this Agreement and
(iii) make all necessary filings, and thereafter make any other required
submissions, with respect to this Agreement, the Exchange and the other
transactions contemplated by this Agreement required under (A) the Exchange Act
and the Securities Act and the rules and regulations thereunder and any other
applicable federal or state securities laws and (B) any other applicable law.
The parties hereto shall cooperate with each other in connection with the making
of all such filings, including by providing copies of all such documents to the
non-filing party and its advisors prior to filing and, if requested, by
accepting all reasonable additions, deletions or changes suggested in connection
therewith.

    


     

    


    ARTICLE
VII:  CONDITIONS TO THE EXCHANGE

    


    SECTION 7.01. Conditions to the
Obligations of Each Party. The obligations of the Company and Straco to
consummate the Exchange are subject to the satisfaction or waiver (where
permissible) of the following conditions:

     

    
      	
               
      

            	
              (a)

            	
              no
      governmental entity or court of competent jurisdiction located or having
      jurisdiction in the United States shall have enacted, issued, promulgated,
      enforced or entered any law, rule, regulation, judgment, decree, executive
      order or award (an "Order") which is then in
      effect and has the effect of making the Exchange illegal or otherwise
      prohibiting consummation of the Exchange;
and

            


    

    
      	
               
      

            	
              (b)

            	
              all
      consents, approvals and authorizations legally required to be obtained to
      consummate the Exchange shall have been obtained from and made with all
      governmental entities.

            


    

    


    SECTION 7.02. Conditions to the
Obligations of the Company The obligations of the Company to consummate
the Exchange are subject to the satisfaction or waiver (where permissible) of
the following additional conditions:

    


    
      	
               
      

            	
              (a)

            	
              to
      the best of Straco's knowledge and belief, each of the representations and
      warranties of Straco contained in this Agreement shall be true and correct
      upon the Effective Time; and

            


    

    


    
      	
               
      

            	
              (b)

            	
              Straco
      shall have performed or complied with all agreements and covenants
      required by this Agreement to be performed or complied with by it on or
      prior to the Effective Time.

            


    

    


    SECTION 7.03. Conditions to the
Obligations of Straco. The obligations of Straco to consummate the
Exchange are subject to the satisfaction or waiver (where permissible) of the
following additional conditions:

    


    
      	
               
      

            	
              (a)

            	
              each
      of the representations and warranties of the Company contained in this
      Agreement shall be true and correct upon the Effective Time;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Company shall have performed or complied with all agreements and covenants
      required by this Agreement to be performed or complied with by it on or
      prior to the Effective Time.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
VIII:  TERMINATION, AMENDMENT AND WAIVER

    


    SECTION 8.01. Termination.
This Agreement may be terminated and the Exchange and the other
transactions contemplated by this Agreement may be abandoned at any time prior
to the Effective Time, notwithstanding any requisite approval and adoption of
this Agreement and the transactions contemplated by this Agreement, as
follows:

    


    
      	
               
      

            	
              (a)

            	
              by
      mutual written consent duly authorized by the Boards of Directors of the
      Company and Straco;

            


    

    
      	
               
      

            	
              (b)

            	
              by
      either the Company or Straco if the Effective Time shall not have occurred
      provided, however, that the right to terminate this Agreement under this
      Section 8.01(b) shall not be available to any party whose failure to
      fulfill any obligation under this Agreement has been the cause of, or
      resulted in, the failure of the Effective Time to occur on or before such
      date;

            


    

    
      	
               
      

            	
              (c)

            	
              there
      shall be any order which is final and non-appealable preventing the
      consummation of the Exchange;

            


    

    
      	
               
      

            	
              (d)

            	
              by
      the Company upon a breach of any material representation, warranty,
      covenant or agreement on the part of Straco set forth in this Agreement,
      or if any representation or warranty of Straco shall have become untrue
      ("Termination by Straco
      Breach"); provided, however, that, if such Termination by Straco
      Breach is curable by Straco through the exercise of its best efforts, the
      Company may not terminate this Agreement under this Section 8.01(d);
      or

            


    

    
      	
               
      

            	
              (e)

            	
              by
      Straco upon a breach of any material representation, warranty, covenant or
      agreement on the part of the Company set forth in this Agreement, or if
      any representation or warranty of the Company shall have become untrue
      ("Termination by Company
      Breach"); provided, however, that, if such Termination by Company
      Breach is curable by the Company through the exercise of its best efforts,
      Genesis may not terminate this Agreement under this Section
      8.01(e).

            


    

    


    SECTION 8.02. Effect of
Termination. Except as provided in Section 9.01, in the event of
termination of this Agreement pursuant to Section 8.01, this Agreement shall
forthwith become void, there shall be no liability under this Agreement on the
part of the Company or Straco or any of their respective officers or directors,
and all rights and obligations of each party hereto shall cease, provided,
however, that nothing herein shall relieve any party from liability for the
willful breach of any of its representations, warranties, covenants or
agreements set forth in this Agreement.

    


    SECTION 8.03. Amendment. This
Agreement may be amended by the parties hereto by action taken at the initiative
of their respective Boards of Directors at any time prior to the Effective Time;
provided, however, that no amendment may be made which would reduce the amount
or change the type of consideration for which each Share shall be exchanged upon
consummation of the Exchange. This Agreement may not be amended except by a
written instrument signed by the parties hereto.

    


    SECTION 8.04. Waiver. At any
time prior to the Effective Time, any party hereto may (a) extend the time for
the performance of any obligation or other act of any other party hereto, (b)
waive any inaccuracy in the representations and warranties contained herein or
in any document delivered pursuant hereto, and (c) waive compliance with any
agreement or condition contained herein. Any such extension or waiver shall be
valid if set forth in a written instrument signed by the party or parties to be
bound thereby.

    


    SECTION 8.05. Expenses. All
Expenses (as defined below) incurred in connection with this Agreement and the
transactions contemplated by this Agreement shall be paid by the party incurring
such expenses, whether or not the Exchange or any other transaction is
consummated. "Expenses"
as used in this Agreement shall include all reasonable expenses (including,
without limitation, all fees and expenses of counsel, accountants, investment
bankers, experts and consultants to a party hereto and its affiliates) incurred
by a party or on its behalf in connection with or related to the authorization,
preparation, negotiation, execution and performance of this Agreement and all
other matters related to the closing of the Exchange and the other transactions
contemplated by this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
IX:  GENERAL PROVISIONS

    


    SECTION 9.01. Non-Survival of
Representations, Warranties and Agreements. The representations,
warranties and agreements in this Agreement and in any certificate delivered
pursuant hereto shall terminate at the Effective Time or upon the termination of
this Agreement pursuant to SECTION 8.01, as the case may be, except for the
agreements set forth in Articles I and II and SECTION 6.02 and this Article IX
shall survive the Effective Time and those set forth in SECTIONS 8.02 and 8.05
and this Article IX shall survive termination.

    


    SECTION 9.02. 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, facsimile, telegram or telex
or by registered or certified mail (postage prepaid, return receipt requested)
to the respective parties at the following addresses (or at such other address
for a party as shall be specified in a notice given in accordance with this
Section 9.02):

    


    if to the
Company:

    


    Emerging
Media Holdings, Inc.

    1809 E.
Broadway Street, Suite 175

    Ovieda,
FL 32765

    Attn:
Iurie Bordian, Chief Executive Officer

    Facsimile:

    


    with a
copy to (which shall not constitute notice to the Company):

    


    Michael
Paige, Esq.

    Jackson
& Campbell, P.C.

    1120
20th
Street, NW

    South
Tower

    Washington,
DC 20036

    Facsimile:

    


    


    if to
Straco:

    


    SC Straco
Grup SRL

    5-9
Barlea Street

    Bucharest,
Sector 5

    Attn:
Alexandru Horpos, President

    Facsimile:

    


    with a
copy to (which shall not constitute notice to the Company):

    


    _____________,
Esq.

    


    Facsimile:

     

    


    SECTION 9.03.  Specific
Definitions.  For the purposes of this Agreement, the
term

    


    
      	
               
      

            	
              (a)

            	
              "affiliate"
      of a specified person means a person who directly or indirectly through
      one or more intermediaries controls, is controlled by, or is under common
      control with such specified person;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              "control"
      (including the terms "controlled by" and "under common control with")
      means the possession, directly or indirectly or as trustee or executor, of
      the power to direct or cause the direction of the management and policies
      of a person, whether through the ownership of voting securities, as
      trustee or executor, by contract or credit arrangement or
      otherwise;

            


    

    
      	
               
      

            	
              (c)

            	
              "person"
      means an individual, corporation, partnership, limited partnership,
      syndicate, person (including, without limitation, a "person" as defined in
      SECTION 13(d)(3) of the Exchange Act), trust, association or entity or
      government, political subdivision, agency or instrumentality of a
      government; and

            


    

    
      	
               
      

            	
              (d)

            	
              "subsidiary"
      or "subsidiaries" of any person means any corporation, partnership, joint
      venture or other legal entity of which such person (either alone or
      through or together with any other subsidiary) owns, directly or
      indirectly, more than 50% of the share capital or other equity interests,
      the holders of which are generally entitled to vote for the election of
      the board of directors or other governing body of such corporation or
      other legal entity.

            


    

    


    SECTION 9.04. Severability. If
any term or 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 by
this Agreement is not affected in any manner materially 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 a mutually acceptable manner in order that the
transactions contemplated by this Agreement be consummated as originally
contemplated to the fullest extent possible.

    


    SECTION 9.05. Assignment; Binding
Effect; Benefit. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by any of the parties hereto (whether
by operation of law or otherwise) without the prior written consent of the other
parties. Subject to the preceding sentence, this Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns.

    


    SECTION 9.06. Incorporation of
Documents and Exhibits. All documents furnished by Straco and all
documents furnished by the Company and all exhibits attached hereto and referred
to herein are  incorporated herein and made a part hereof for all
purposes as if fully set forth herein.

    


    SECTION 9.07. Specific
Performance. The parties hereto agree that irreparable damage would occur
in the event any provision of this Agreement was not performed in accordance
with the terms hereof and that the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at law or in
equity.

    


    SECTION 9.08. Governing Law;
Forum. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Florida.

    


    SECTION
9.09.  Headings.  The descriptive headings contained
in this Agreement are included for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Agreement.

    


    SECTION 9.10. Counterparts.
This Agreement may be executed and delivered (including by facsimile
transmission) in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which when executed and delivered shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.

    


    SECTION 9.11. Entire
Agreement. This Agreement (including the Schedules) constitutes the
entire agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings between the parties with
respect thereto. No addition to or modification of any provision of this
Agreement shall be binding upon any party hereto unless made in writing and
signed by all parties hereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
Company and Straco have caused this Agreement to be executed upon the date first
written above by their respective officers thereunto duly
authorized.

    


    ATTEST:
EMERGING MEDIA HOLDINGS, INC.

    


     

    By: /s/ Iurie Bordian

    Iurie
Bordian, Chief Executive Officer

    


    ATTEST:  SC
STRACO GRUP SRL

     

     

    By: /s/ Alexandru Horpos

    Alexandru
Horpos, President

    


    


    SCHEDULE
A—EXCEPTIONS TO
REPRESENTATIONS AND WARRANTIES OF SC STRACO GRUP SRL

    


    
      SCHEDULE
B—EXCEPTIONS TO
REPRESENTATIONS AND WARRANTIES OF EMERGING MEDIA HOLDINGS,
INC.