ex10-2_masterfileapa.htm


     

    
Exhibit 10.2


     

     

    ASSET PURCHASE
AGREEMENT

     

    THIS
ASSET PURCHASE AGREEMENT (the “Agreement”) is made
as of the 3rd day of December, 2008, by and between SuperStock, Inc, a Florida
corporation (“Seller”), its parent
company, a21, Inc, (“Parent”) and Masterfile Corporation, a Canadian corporation
(“Purchaser”).
Each of Seller, Parent and Purchaser may hereafter be referred to as a “Party” and
collectively as the “Parties”.

     

    RECITALS

     

    WHEREAS,
Seller is engaged in the business of selling and licensing images and vector
graphics and fonts for graphics design, printing, sign making, advertising and
publishing businesses;

     

    WHEREAS,
Seller’s primary business assets include assets consisting primarily of print
image collections and licensed images, equipment for the digitization and
storage of images, website and technology that permits customers to view, order
and download images from Seller’s website, a subsidiary in the United Kingdom,
SuperStock Ltd., and a leased facility in Jacksonville, Florida;

     

    WHEREAS,  Seller
and Parent have experienced substantial financial difficulties and have
determined that it is in the best interest of Seller and Parent to file for
bankruptcy protection and sell the business of Seller as a going concern free
and clear of all liens and encumbrances.

     

    WHEREAS,
each of Seller and Parent anticipates filing a petition for bankruptcy
protection on or about December 4, 2008 (Seller’s and Parent’s Bankruptcy cases
are collectively referred to as the “Bankruptcy Case”,
under Chapter 11 of Title 11, United States Code (the “Bankruptcy Code”), in
the United States Bankruptcy Court for the Middle District of Florida (the
“Bankruptcy
Court”);

     

    WHEREAS,
Seller and Parent desire to sell to Purchaser, and Purchaser desires to purchase
from Seller and Parent,  certain assets used or held for use in the
Business (as hereafter defined) free and clear of all debts, claims, liens,
taxes, mortgages, and any other liabilities of Seller and Parent pursuant to 11
U.S.C. §363(b) and (f); and

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound hereby, the
Parties agree as follows:

     


    
      
         


      

      
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    ARTICLE
1                                

     

    


     

    Definitions
and References

     

    “Accepted Originals-Related
Contracts” means contracts or agreements with content providers for whom
Original Materials relating to Images are or are required to be held by the
Business which are identified in a notice in writing delivered by Purchaser to
Seller not less than  five (5) Business Days prior to
Closing.  Such contracts or agreements shall be limited to contracts
or agreements that require the Seller to pay no more than an aggregate of
$500,000 in cure amounts

     

    “Affiliate” has the
meaning ascribed to such term in the Bankruptcy Code.

     

    “Agreement Date” means
the first date upon which this Agreement has been mutually executed and
delivered by Seller, Parent and Purchaser.

     

    “Approval Order” means
the order of the Bankruptcy Court approving this Agreement and the sale by
Seller and Parent to Purchaser of the Purchased Assets, free and clear of all
liens and interests in the property pursuant to Bankruptcy Code Section 363(f)
and (m) containing, among other things, provisions substantially the same as
those set forth on Exhibit A attached
hereto and satisfactory to Purchaser, acting reasonably.

     

    “Assumed Contracts”
means all written contracts, agreements, and binding arrangements which relate
to the Business and to which Seller and/or Parent is bound, including all
confidentiality agreements obtained by Seller or Parent, or for their benefit,
in connection with its sale of the Business and the contracts listed on Schedule 2.4, (such
contracts listed on Schedule 2.4 shall not require the Seller to pay more than
an aggregate of $500,000 in cure amounts and the parties shall agree to such
list by January 6, 2009), but excluding:

     

    (A) the
Excluded Contracts,

     

    
      	
               
      

            	
              (B)
      any contracts under which Seller or Parent is in breach or default (other
      than as a result only of the Bankruptcy Case)
  and

            


    

     

    (C) any
contracts not listed in Schedule 2.4 which:

     

     (i)           involve
a Liability of Seller or Parent in excess of $ 1,000;

     

    iiare
outside the ordinary course of business;

     

    (iii)           involve
operating and capital lease rental agreements

     

    or

     

    
      	
               
      

            	
              (iv)

            	
              do
      not terminate or cannot be terminated on less than three months’ prior
      notice, without penalty or premium.

            


    

     


    
      
         


      

      
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              “Auction” has
      the meaning set forth in Section
6.4.

            


    

     

    “Bankruptcy Case” is
defined in the recitals.

     

    “Bankruptcy Code” is
defined in the recitals.

     

    “Bankruptcy Court” is
defined in the recitals.

     

    “Business” means the
business carried on directly and indirectly by Seller and its Affiliates,
including SuperStock Ltd. of the creation, acquisition, distribution and
licensing of Images.

     

    “Business Day” means
any day that is not a Saturday, Sunday or a day on which the commercial banks in
Jacksonville, Florida or Toronto, Ontario are required or permitted to be
closed.

     

    “Business Records” has
the meaning set forth in Section 2.2(e).

     

    “Claims” has the
meaning set forth in Section 2.1.

     

    “Closing” means the
consummation of the sale of the Purchased Assets to Purchaser pursuant to this
Agreement.

     

    “Closing Date” means
the date upon which a Closing occurs as set forth in Section 4.2 of this
Agreement.

     

    “Competing Offer” has
the meaning set forth in Section 6.4.

     

    “Deposit” has the
meaning set forth in Section 4.3.

     

    “Encumbrances” means
any mortgage, pledge, lien (statutory or otherwise), security interest,
warehouseman’s lien, landlord’s lien, easement, right of way, covenant, claim,
restriction, right, option, conditional sale or other title retention agreement,
charge or encumbrance of any kind or nature.

     

    “Excluded Assets” has
the meaning set forth in Section 2.5.

     

    “Excluded Liabilities”
has the meaning set forth in Section 3.1.

     

    “Excluded Contracts”
means

     

    (i) any
contracts or agreements with content providers for whom Original Materials
relating to Images are or are required to be held by the Business (other than
the Accepted Originals-Related Contracts), unless and until a waiver or release
from any obligations to hold or maintain such Original Materials have been
received from the content provider (and effective upon receipt of such waiver or
release such contract or agreement shall be an Assumed Contract),

     


    
      
         


      

      
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    (ii) all
contracts or agreements with customers for the PurestockX subscription
service,

     

    (iii) any real estate lease or sublease;

     

    (iv) the contracts and agreements listed in
Schedule 2.5  (which the parties shall agree to by January 6,
2009) ;and

     

    
      	
               
      

            	
              (v) any contract or agreement identified in
      the notice delivered by Purchaser pursuant to Section
  2.5.

            


    

     

    “Expense Reimbursement and
Break-Up Fee” has the meaning set forth in Section 6.6.

     

    “Folely Firm” has the
meaning set forth in Section 4.2.

     

    “Image”
means a picture or image created through photography, computer imaging, drawing,
painting or any other form of illustration or depiction regardless of the medium
in which such picture is recorded.

     

    “Intellectual
Property” has the meaning set forth in Section 2.2(c).

     

    “Liabilities” means
all costs, expenses, charges, debts, liabilities, claims, demands and
obligations, assessments or reassessments of any kind or nature, whether primary
or secondary, direct or indirect, fixed, contingent or absolute, voluntarily
incurred or otherwise, whenever asserted.

     

    “Original Materials”
means transparencies, prints, negatives, artwork and other tangible source
materials relating to any Image.

     

    “Person” means any
individual, partnership, joint venture, firm, corporation, limited liability
company, association, trust or other enterprise, or any government or political
subdivision or any agency, department or instrumentality thereof.

     

    “Price Allocation” has
the meaning set forth in Section 4.5.

     

    “Purchased Assets” has
the meaning set forth in Section 2.2.

     

    “Sale Procedure
Motion” means the motion which is substantially in the form attached as
Exhibit B
hereto.

     

    “Sale Procedures
Order” means the order of the Bankruptcy Court with respect to the Sale
Procedure Motion containing, among other things, provisions substantially the
same as those set forth in Exhibit B attached
hereto and satisfactory to Purchaser, acting reasonably.

     

    “Software” means
all

     

    
      	
               
      

            	
              (i)
      computer programs, including any and all software implementations of
      algorithms, models and methodologies, whether in source code or object
      code,

            


    

     


    
      
         


      

      
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              (ii)
      databases and compilations, including any and all data and collections of
      data, whether machine readable or
otherwise,

            


    

     

    
      	
               
      

            	
              (iii)
      descriptions, flow-charts and other work product used to design, plan,
      organize and develop any of the foregoing, screens, user interfaces,
      report formats, firmware, development tools, templates, menus, buttons and
      icons, and

            


    

     

    
      	
               
      

            	
              (iv)
      all documentation including user manuals and other training documentation
      related to any of the foregoing.

            


    

     

    “Taxes” includes any
taxes, duties, fees, premiums, assessments, imposts, levies and other charges of
any kind whatsoever imposed by any governmental authority, including all
interest, penalties, fines, additions to tax or other additional amounts imposed
by any governmental authority in respect thereof, and including those levied on,
or measured by, or referred to as, income, gross receipts, profits, capital,
transfer, land transfer, sales, goods and services, harmonized sales, use,
value-added, excise, stamp, withholding, business, franchising, property,
development, occupancy, employer health, payroll, employment, health, social
services, education and social security taxes, all surtaxes, all customs duties
and import and export taxes, countervail and anti-dumping, all license,
franchise and registration fees and all employment insurance, health insurance
and government pension plan premiums or contributions.

     

    “Termination Date” has
the meaning set forth in Section 9.2(d).

     

    ARTICLE
2                                

     

    


     

    Purchase
and Sale of Assets

     

    Section
2.1. Agreement to Purchase and
Sell. On the terms and subject to the conditions contained in this
Agreement, Purchaser agrees to purchase from Seller and Parent, and Seller and
Parent agree to sell to Purchaser, all right, title and interest Seller Parent
and Parent’s Affiliates in and to the Purchased Assets. The Purchased Assets
shall be sold to Purchaser free and clear of any and all debts, liens, Taxes,
claims (as claim is defined in Section 101(5) of the Bankruptcy Code) and other
Encumbrances and Liabilities of Seller and Parent or their bankruptcy estates of
whatever kind or nature, including but not limited to any and all security
interests, landlord’s liens, warehouseman’s liens, mortgages, pledges, charges,
suits, licenses, options, rights of recovery, judgments, rights of first
refusal, orders and decrees of any court or foreign or domestic governmental
entity, interest, covenants, restrictions, indentures, instruments, leases,
options, contracts, agreements, claims for reimbursement, contribution,
indemnity or exoneration, successor, products liability, environmental, tax,
labor, alter ego and other Liabilities (collectively, “Claims”), it being
understood and agreed that Purchaser does not and shall not assume or become
liable for any of the debts, Liabilities or Claims of Seller and Parent in
connection with the prior operation of Seller and Parent’s business, including
any claims for negligence, products liability, breach of contract or labor
related obligations arising out of collective bargaining agreements or
otherwise.

     


    
      
         


      

      
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    Section
2.2. Enumeration of Purchased
Assets. All of the properties, assets, interests and rights of Seller,
Parent and their Affiliates used or held for use in connection with the
Business, other than the Excluded Assets shall constitute the “Purchased
Assets”.  For greater certainty, the Purchased Assets shall include
the following properties, assets, interests and rights (except to the extent
that any are Excluded Assets):

     

    (a) Images
and all rights and interests in Images created, acquired or held for licensing
or distribution in the Business;

     

    (b) All
existing operating equipment, manufacturing equipment, office equipment,
furniture, computers, computer files and books, together with related spare
parts and accessories, including the items set forth on Schedule 2.2(b)
attached hereto and made a part hereof.  

     

    (c) All
intellectual property rights used or held for use in connection with the
Business, including trademarks, copyrights, works of authorship, trade names
(including, without limitation, the trade names “SuperStock” and “Purestock”),
service marks, service names,  brand names, logos, corporate names and
internet domain names (including, without limitation, “superstock.com”,
“purestock.com”  and
“superstock.co.uk”, trade secrets (all both registered and common law), patents
and applications therefor (including continuations, divisionals,
continuations-in-part, or reissues of patent applications and patents issuing
thereon), discoveries, concepts, ideas, research and development, know-how,
formulae, inventions, compositions, manufacturing and production processes and
techniques, technical data, procedures, designs, drawings, specifications,
databases and all rights associated therewith and appurtenant thereto, Software
and all assorted goodwill, including the items set forth on Schedule 2.2(c)
attached hereto and made a part hereof (collectively “Intellectual
Property”).

     

    (d) All items
other than Images which are being created, produced or acquired for sale,
license or distribution in the Business, or are to be consumed, directly or
indirectly, in the Business, of every kind and nature and wheresoever situate,
including inventories of raw materials, work-in-progress, finished goods and
by-products, supplies and packaging materials.

     

    (e) All
customer lists, customer relationships, customer files, customer product
specifications, historical sales and price information, vendor and supplier
lists, historical vendor and supplier purchase and price information, marketing
plans, market studies, customer proposals and all other files and records and
business records relating to the production, marketing and sale of products or
services provided by the Business (collectively, “Business
Records”).  Purchaser agrees to retain all such records for
three years and to give Seller and any bankruptcy trustee appointed for Seller
reasonable access to and the right to copy all such records for their business
purposes.

     

    (f)  The exclusive right of
Purchaser to represent itself as carrying on the Business in succession to
Seller and its Affiliates.

     


    
      
         


      

      
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    (g) All
rights under non-disclosure or confidentiality, non-compete, or non-solicitation
agreements with employees and agents of Seller and Parent or with third parties,
all rights under or pursuant to all warranties, representations and guarantees
made by suppliers, manufacturers and contractors and all goodwill and other
intangible assets associated with the Business and the Purchased
Assets.

     

    (h) All
rights of action against Persons with respect to claims for breach, violation or
infringement of or interference with copyright, model rights, tangible property
rights or other intellectual property rights relating to Images and rights and
interests in Images acquired by Purchaser pursuant to this
Agreement.

     

    Section
2.3. Leased Premises.
Purchaser shall not assume the lease of Seller’s premises in Jacksonville,
Florida or the lease of the premises in the United Kingdom, nor any other lease
of premises held by Seller.  Seller shall use its best efforts to cause its Affiliates to
permit Purchaser to occupy such premises for a period of up to ninety (90) days
from Closing in order to arrange for the orderly removal of the Purchased Assets
therefrom subject to Purchaser paying the rent
associated with the occupied premises.

     

    Section
2.4. Assumed Executory
Contracts.  Purchaser shall assume and agree to perform all the
following, to the extent that it can do so with the Images delivered under the
Assumed Contracts:

     

    (i) all
Seller’s outstanding, unfilled customer orders entered into in the ordinary
course of business consistent with past practice as of the Closing Date,
excluding any unfilled customer orders relating to the PurestockX subscription
service and provided that Seller and Parent shall deliver to Purchaser all
deposits and payments received with respect to the
unperformed  portion of such customer orders;

     

    (ii) all
Liabilities to be incurred or arising on or after Closing under the Assumed
Contracts.

     

    For
greater certainty, Purchaser shall have no Liability for preclosing Liabilities
and obligations under the Assumed Contracts other than customer orders referred
to in (i) above.

     

    Section
2.5. Excluded Assets. The
Purchased Assets shall not include any of the following assets of Seller or its
bankruptcy estate, or of Parent and its bankruptcy estate, the “Excluded
Assets”:

     

    (a) all cash
and cash equivalents or similar investments, bank accounts, commercial paper,
certificates of deposit, Treasury bills and other marketable
securities;

     

    (b) all
accounts receivable and other receivables which were invoiced by Seller prior to
Closing;

     


    
      
         


      

      
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    (c) all of
Seller’s credits, prepaid expenses, deferred charges, advance payments, security
deposits, returns to and rebates from vendors, and prepaid items;

     

    (d) the
rights of Seller and Parent under this Agreement and all cash and non-cash
consideration payable or deliverable to Seller under this
Agreement;

     

    (e) all
rights which accrue or will accrue to the benefit of Seller and Parent under
this Agreement or any document executed and delivered in connection
herewith;

     

    (f) all
rights to refunds or recoupment of Taxes of Seller;

     

    (g) all of
Seller’s corporate and tax books and records, including, without limitation, the
corporate charter, seals, minute books, stock transfer books and other documents
relating exclusively to the organization and existence of Seller as a limited
liability company and records relating to accounts receivable and other
receivables which were invoiced by Seller prior to Closing (excluding Business
Records);

     

    (h) Business
Records which are in tangible form to the extent duplicative of Business Records
which are in electronic form;

     

    (i) all
causes of action belonging to Seller or its bankruptcy estate, including, but
not limited to, any causes of action (i) against any Affiliates of Seller,
and/or (ii) arising under Chapter 5 of the Bankruptcy Code;

     

    (j) all
materials subject to any attorney-client or other privilege as well as any
information concerning employees, the disclosure of which would violate an
employee’s reasonable expectation of privacy;

     

    (k) all
insurance policies and all rights thereunder;

     

    (l) the
assets, properties, interests and rights listed in Schedule 2.5;

     

    (m) all
Excluded Contracts;

     

    (n) all
receivables due to Seller from Parent;

     

    (o) shares of
any Affiliate of Seller, including the shares of
Seller’s UK subsidiary, SuperStock, Ltd.; and

     

    (p) all
assets identified as being excluded assets in any notices in writing delivered
by Purchaser to Seller not less than five (5)
Business Days prior to Closing.

     


    
      
         


      

      
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    ARTICLE
3                                

     

    


     

    Liabilities

     

    Section
3.1. Excluded
Liabilities.  Purchaser shall not assume and shall not be
deemed to have assumed or otherwise be liable for any debts, Claims, obligations
or other Liabilities of Seller, Parent or their respective bankruptcy estates or
in respect of the Purchased Assets whatsoever other than the Liabilities assumed
pursuant to Section 2.4 (the “Excluded
Liabilities”), all of which shall remain the sole responsibility and
obligation of Seller and/or Parent.  Specifically, without limiting
the foregoing, Excluded Liabilities shall include:

     

    (a) income,
capital or capital gains Taxes or Taxes on profits of Seller, Parent and their
Affiliates including accrued income Taxes;

     

    (b) any other
Taxes, paid, payable, collected, collectible or otherwise relating to the
Business or the Purchased Assets for any period prior to Closing;

     

    (c) all
Liabilities relating to the Excluded Assets;

     

    (d) all
payables to Parent or any of its Affiliates;

     

    (e) all
Liabilities associated with Seller’s and Parent’s Bankruptcy Case;

     

    (f) any of
Seller’s or Parent’s Liabilities under this Agreement;

     

    (g) all
Claims and Encumbrances;

     

    (h) all
Liabilities arising out of, relating to or with respect to employees, including
Claims relating to employee severance and termination;

     

    (i) all
Liabilities to customers arising out of, relating to or with respect to the
PurestockX subscription service;

     

    (j) any of
Seller’s or Parent’s Liabilities arising by reason of any violation or alleged
violation of any law or any requirement of any governmental authority or by
reason of any breach or alleged breach of any contract, permit, license
judgment, order or decree, regardless of when any such violation or breach is
asserted;

     

    (k) any of
Seller’s or Parent’s Liabilities relating to claims for loss and/or damage to
original and/or duplicate materials relating to any Image (including, without
limitation, photographic negatives, transparencies, prints, artwork, digital
image files and digital media) by the owners or the agents of such owners of
such materials;

     

    (l) any of
Seller’s or Parent’s Liabilities relating to claims for breach of copyright,
model rights, tangible property rights or intellectual property rights related
to any licensing, distribution or publication of the Images that occurred prior
to Closing;

     


    
      
         


      

      
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    (m) any of
Seller’s or Parent’s Liabilities relating to claims for breach of any express or
implied warranty, personal injury, damage to property or other loss based upon
or arising out of the sale and distribution of products or the provision of
services by Seller or Parent; and

     

    (n) any other
Liability of Seller or Parent that is not expressly assumed pursuant to Section
2.4 including without limitation any Liabilities or obligations arising out of
transactions entered into at or prior to the Closing, any action or inaction at
or prior to the Closing or any state of fact existing at or prior to the
Closing, regardless of when asserted.

     

    


    ARTICLE
4                                

     

    


     

    Purchase
Price; Manner of Payment and Closing

     

    Section
4.1. Consideration. The
purchase price (the “Purchase Price”) for
the Purchased Assets shall be one million five hundred thousand dollars
($1,500,000.00) plus any adjustment provided pursuant to Section
6.7.  Purchaser agrees to pay the Purchase Price in the manner
described in Section 4.2 below. The Purchase Price shall be allocated among the
Purchased Assets in the manner described in Section 4.5.

     

    Section
4.2. Time and Place of the
Closing. The closing of the transactions contemplated by this Agreement
shall take place at 10:00 a.m., Eastern Standard Time, at the offices of Foley
& Lardner LLP, Jacksonville Florida (the “Foley
Firm”),

     

    (a)
within three (3) Business Days after all of the conditions set forth in Article
7 have been satisfied or waived (or such longer period after such conditions
have been satisfied as may be required by the Approval Order under the
provisions of the Federal Rules of Bankruptcy Procedure 6004(g) or 6006(d)),
or

     

    (b) on
such other date as the Parties mutually agree upon so long as Purchaser is
deemed a good faith purchaser under 11 U.S.C. § 363(m), but no later than
January 31, 2009, time being of the essence.

     

    Section
4.3. Manner of Payment of the
Consideration. Contemporaneous with the
execution of this Agreement, Purchaser shall deliver to Foley Firm, acting as
escrow agent, a check for  $50,000
(the “Deposit”), to be held by the Foley Firm in escrow in a non-interest
bearing trust account subject to the terms of this Agreement.  At the Closing, Purchaser shall authorize the release of
the Deposit to Seller and pay the balance
of the Purchase Price to the Seller by wire
transfer of immediately available funds to an account designated by Seller,
which Seller shall designate by written notice delivered to Purchaser not later
than two (2) Business Days prior to the Closing Date.  If this Agreement is
terminated by Seller or Parent pursuant to Section 9.2(a) or Section 9.2(b),
Purchaser shall forfeit the Deposit, the Deposit shall be paid to Seller and the
payment of the Deposit to Seller shall be the sole remedy of Seller and Parent
for such breach or failure to comply. If Closing does not occur and the Deposit
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    forfeited
by Purchaser in accordance with the preceding sentence, then the Deposit shall
be returned to Purchaser on the earlier of the Termination Date and the date of
acceptance of a Competing Offer.

     

    Section
4.4. Closing Deliveries.
At the Closing:

     

    (a) Seller
and Parent shall execute and deliver to Purchaser a Bill of Sale, and an
Assignment of the Intellectual Property, substantially in the forms attached as
Exhibit C and
such other bills of sale, endorsements, assignments and such other instruments
of transfer and conveyance, in form and substance satisfactory to Purchaser,
acting reasonably, as shall be effective, together with the Approval Order, to
vest in Purchaser as of the Closing Date good and marketable title, free and
clear of all Claims and Encumbrances, in and to the Purchased
Assets;

     

    (b) Seller
and Parent shall deliver to Purchaser a copy of the Approval Order and
possession of the Purchased Assets;

     

    (c) Purchaser
shall deliver to Seller a certificate, dated the Closing Date and signed by
Purchaser’s President, Chief Executive Officer or Chief Operating Officer,
certifying that the representations and warranties of Purchaser contained in
Section 5.1 are accurate and complete both when made and at and as of the
Closing Date with the same effect as though made at and as of such time and that
all covenants required by the terms hereof to be performed by Purchaser on or
before the Closing Date, to the extent not waived by Seller in writing, have
been so performed in all material respects (or, if any such covenant has not
been so performed, indicating that such covenant has not been
performed);

     

    (d) Purchaser
shall deliver to Seller a certificate, dated the Closing Date and signed by
Purchaser’s President, Chief Executive Officer or Chief Operating Officer
attaching

     

    (i) a
certified copy of the resolutions of the board of directors of Purchaser,
authorizing the execution, delivery and performance of this Agreement and all
documents associated herewith; and

     

    (ii) a
certified copy of the organizational documents of Purchaser and all amendments
thereto; and

     

    (e) each
Party shall deliver to the other certificates of a senior officer of the Party
confirming the truth and correction of representation and warranties made by the
Party in this Agreement and performance or compliance, as the case may be, with
all obligations and covenants of the Party in this Agreement.

     

    Section
4.5. Allocation of
Consideration. The Purchase Price shall be allocated among the Purchased
Assets as the parties mutually agree immediately prior to Closing. Each Party
agrees to timely file any IRS Form 8594 it may be required by law to file
reflecting the Price Allocation for the taxable year that includes the Closing
Date and to make any timely filing required by applicable state or local laws.
Each Party hereto shall adopt and utilize the Price Allocation for purposes of
all tax returns filed by them and shall not voluntarily take any position
inconsistent with the foregoing in connection with any examination of any tax
return, any refund

     


    
      
         


      

      
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    claim,
any litigation proceeding or otherwise. In the event that the Price Allocation
is disputed by any taxing authority, the Party receiving notice of the dispute
shall promptly notify the other Party of such dispute and the Parties shall
cooperate in good faith in responding to such dispute in order to preserve the
effectiveness of the Price Allocation.

     

    Section
4.6. Prorations. Purchaser
shall be entitled to a credit against the Purchase Price in respect of the
following items relating to the Purchased Assets or the Business, which shall be
adjusted between Seller and Purchaser so as to charge Seller for such items to
the extent they relate to the period ending on or prior to the Closing Date and
so as to charge Purchaser for such items to the extent they relate to periods
after the Closing Date:

     

    (a) periodically
recurring governmental and quasi-governmental fees for transferred licenses and
permits; and

     

    (b) payments
payable under the Assumed Contracts in the ordinary course of business
consistent with past practice.

     

    ARTICLE
5                                

     

    


     

    Representations
and Warranties

     

    Section
5.1. Purchaser’s Representations
and Warranties. Purchaser represents and warrants to Seller and Parent
that:

     

    (a) Purchaser
is a Canadian corporation validly existing and in good standing under the laws
of the jurisdiction of its organization. Purchaser is duly qualified and in good
standing in each jurisdiction in which the nature of its business requires it to
be so qualified.

     

    (b) Purchaser
has full power and authority to enter into and perform this Agreement and all
documents and instruments to be executed by Purchaser pursuant to this
Agreement. The execution and delivery of this Agreement by Purchaser and the
performance by Purchaser of all of its obligations hereunder have been duly
authorized and approved prior to the date hereof by all necessary entity action.
This Agreement has been duly executed and delivered by Purchaser and constitutes
its legal, valid and binding agreement, enforceable against it in accordance
with its terms.

     

    (c) Except
for the Bankruptcy Court’s entry of the Approval Order, no consent,
authorization, order or approval of, or filing or registration with, any
governmental authority or other Person is required for the execution and
delivery by Purchaser of this Agreement and the consummation by Purchaser of the
transactions contemplated by this Agreement.

     

    (d) Neither
the execution and delivery of this Agreement by Purchaser nor the consummation
by Purchaser of the transactions contemplated hereby will conflict with or
result in a breach of any of the terms, conditions or provisions of the
certificate of formation or operating agreement of Purchaser, or of any
agreement or instrument to which Purchaser is a

     


    
      
         


      

      
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    party or
any of its properties is subject or bound or any statute or administrative
regulation, or of any order, writ, injunction, judgment or decree of any court
or governmental authority or of any arbitration award that is binding upon
Purchaser.

     

    (e) Purchaser
has not dealt with any Person or entity in such manner as to give rise to a
valid broker’s commission, finder’s fee, investment banker’s fee or similar
payment from Seller for arranging the transactions contemplated hereby or
introducing the Parties to each other.

     

    (f) As of the
Closing, Purchaser shall have sufficient cash on hand to pay the Purchase Price
and to make all other necessary payments of fees and expenses in connection with
the transactions contemplated by this Agreement, if any.

     

    (g) PURCHASER
HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
SECTION 5.2 BELOW AND OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, SELLER AND
PARENT MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED,
WITH RESPECT TO ANY MATTER RELATING TO THE PURCHASED ASSETS INCLUDING, WITHOUT
LIMITATION, INCOME TO BE DERIVED OR EXPENSES TO BE INCURRED IN CONNECTION WITH
THE PURCHASED ASSETS, THE VALUE OF THE PURCHASED ASSETS (OR ANY PORTION
THEREOF), THE TRANSFERABILITY OF THE PURCHASED ASSETS, TITLE TO THE PURCHASED
ASSETS (OR ANY PORTION THEREOF), OR ANY OTHER MATTER OR THING RELATING TO THE
PURCHASED ASSETS OR ANY PORTION THEREOF. WITHOUT IN ANY WAY LIMITING THE
FOREGOING, SELLER AND PARENT HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED,
OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF
THE PURCHASED ASSETS. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER HAS
CONDUCTED AN INDEPENDENT INSPECTION AND INVESTIGATION OF THE PHYSICAL CONDITION
OF THE PURCHASED ASSETS AND ALL SUCH OTHER MATTERS RELATING TO OR AFFECTING THE
PURCHASED ASSETS AS PURCHASER DEEMED NECESSARY OR APPROPRIATE AND THAT IN
PROCEEDING WITH ITS ACQUISITION OF THE PURCHASED ASSETS, EXCEPT FOR ANY
REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 5.1,
PURCHASER IS DOING SO BASED SOLELY UPON SUCH INDEPENDENT INSPECTIONS AND
INVESTIGATIONS. ACCORDINGLY, PURCHASER WILL ACCEPT THE PURCHASED ASSETS AT THE
CLOSING “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS”

     

    Section
5.2. Seller and Parent’s
Representations and Warranties. Seller and Parent represents and warrants
to Purchaser that:

     

    (a) Subject
to the Bankruptcy Court’s entry of the Approval Order with respect to the sale
of the Purchased Assets, Seller and Parent has full power and authority to enter
into and perform this Agreement and all documents, agreements and instruments to
be executed by Seller and Parent pursuant to or in connection with this
Agreement.

     


    
      
         


      

      
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    (b) Upon the
Bankruptcy Court’s entry of the Approval Order, Seller and Parent will have good
title to and the power to sell the Purchased Assets, free and clear of all
Claims or Encumbrances.

     

    (c) Seller
and Parent has not dealt with any Person in such manner as to give rise to a
valid broker’s commission, finder’s fee, investment banker’s fee or similar
payment from Purchaser for arranging the transaction contemplated hereby or
introducing the Parties to each other.

     

    (d) Seller
represents and warrants that:

     

    (1) as of the
Closing Date, it will not have made any sales of furniture, fixtures or
equipment in the prior twelve month period;

     

    (2) it paid
all applicable State of Florida sales and use tax on its initial purchase of the
furniture, fixtures, equipment any any other assets to be conveyed to the
Purchaser hereunder; and

     

    (3) Seller’s
engagement of a broker in this transaction will not result in the inability of
the Purchaser to rely on the Florida sales tax exemption for occasional sales
pursuant to Rule 12A-1.037 Florida Administrative Code.  These
representations and warranties shall survive for three years from the Closing
Date.

     

    ARTICLE
6                                

     

    


     

    Conduct
Prior to the Closing

     

    Section
6.1. Access and
Information. Seller and Parent shall not be required to disclose any
information, records, files or other data to Purchaser where disclosure may be
prohibited by law.  Subject to the foregoing, upon prior written
notice to Seller, Seller and Parent shall afford to Purchaser and to Purchaser’s
financial advisors, legal counsel, accountants, consultants, financing sources,
and other authorized representatives, full access during normal business hours
throughout the period prior to the Closing Date, upon reasonable written notice,
to its books, records, properties, plants and personnel relating to the
Purchased Assets and, during such period, shall furnish as promptly as
practicable to Purchaser, at Purchaser’s expense, copies of such books and
records as Purchaser shall reasonably request.

     

    Section
6.2. Actions Until
Closing. Pending the Closing, except as otherwise authorized by Purchaser
in writing, Seller shall, subject to any restrictions on its ability to do so
arising from the Bankruptcy Case:

     

    (a) use
commercially reasonable best efforts to carry on the Business in the normal
course and preserve its relations with its photographers and other suppliers and
customers;

     


    
      
         


      

      
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    (b) use
commercially reasonable best efforts to keep the Purchased Assets which
constitute fixed assets in good operating condition and repair (ordinary wear
and tear excepted) having regard for their present use in the
Business;

     

    (c) not
change, amend, terminate or otherwise modify any contract or agreement in any
material respect;

     

    (d) maintain
in full force and effect with respect to the Business, policies of insurance of
the same type, character and coverage as the policies currently
carried;

     

    (e) not waive
any right of substantial value in connection with the conduct of the Business or
any of the Purchased Assets;

     

    (f) not
transfer, assign, sell, distribute to shareholders or otherwise dispose of any
of the assets shown or reflected in its most recent financial statements except
in the ordinary course of business;

     

    (h) not agree
to do any of the items prohibited by this Section 6.2.

     

    Section
6.3. Transition
Arrangements. For ninety (90) days after Closing, except as otherwise
authorized by Purchaser in writing, Seller shall, subject to any restrictions on
its ability to do so arising from the Bankruptcy Case, assist with the
transition of the Business to Purchaser and the transport of the Purchased
Assets to the premises of Purchaser and its Affiliates, including the
following:

     

    (a) maintain
its rights to the leased premises used by the Business in the U.S.A. and the
U.K. subject to Purchaser paying the rent related
to such premises;

     

    (b) maintain
or cause to be maintained in force all insurance regarding the premises of
Seller and its Affiliates and show Purchaser as loss payee under such policies
of insurance;

     

    (c) keep
available the services of those of its present employees necessary or desirable
to facilitate the transition of the Business and the transport of the Purchased
Assets as aforesaid,

     

    (d) . ensure
the continued operations of the custom business operating system of Seller,
known as “SSIDB” through a service contract with the requisite developer(s)
and/or systems administrator(s).

     

    Section
6.4. Bankruptcy
Action.

     

    (a) This
Agreement shall be subject to the consideration of higher or better offers
submitted at an auction (the “Auction”) to be
conducted in the Bankruptcy Case in accordance with sale procedures set forth in
the Sale Procedure Motion attached as Exhibit
B,

     


    
      
         


      

      
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    which
Seller and Parent shall promptly submit to the Bankruptcy Court for approval
upon commencement of the Bankruptcy Case.  Any competing offer (a
“Competing
Offer”) must be submitted to Seller, in writing, in accordance with the
sale procedures set forth in the Sale Procedure Motion.  No Competing
Offer shall qualify as a bid at the Auction unless, among other things, any
requested changes in the terms and conditions from those contained in this
Agreement shall have been approved by Seller in writing prior to the
Auction.

     

    (b) Purchaser
hereby confirms an Approval Order containing the provisions annexed hereto as
Exhibit A is
acceptable to Purchaser. Seller and Parent shall use all reasonable efforts to
obtain entry of the Sale Procedures Order and the Approval Order and approval of
the Expense Reimbursement and Break-Up Fee.

     

    (c) Seller
and Parent shall give appropriate notice, and provide appropriate opportunity
for hearing, to all parties entitled thereto, of all motions, orders, hearings
or other proceedings relating to this Agreement or the transactions contemplated
thereby.

     

    Section
6.5. Expense Reimbursement and
Break-Up Fee.  In the event that, at the Auction, a Person
presents a Competing Offer which constitutes a higher or better offer in
accordance with the Sale Procedure Order and Seller subsequently consummates a
sale of some or all of the Purchased Assets pursuant to a Competing Offer,
Purchaser shall be entitled to payment of a fee in the amount of $250,000 (the
“Expense Reimbursement
and Break-Up Fee”) in respect of

     

    (a) its
costs and expenses associated with the conduct of due diligence and the
negotiation and execution of this Agreement and the documents and agreements
prepare in connection with this Agreement, including legal fees and the costs
and expenses of other professional advisors; and

     

    (b) its
work

     

    (i) in
establishing a bid standard or minimum for other bidders in the
Auction,

     

    (ii) in
placing estate property in a sales configuration mode attracting other bidders
to the Auction and

     

    (iii) for
serving, by its name and its expressed interest, as a catalyst for other bidders
in the Auction.

     

    The
Expense Reimbursement and Break-Up Fee shall be paid in cash from the proceeds
of and concurrent with the closing of any Competing Offer or as otherwise
ordered by the Bankruptcy Court.  The Expense Reimbursement and
Break-Up Fee shall be paid as, and constitute, an administrative expense, of
Seller under Sections 503(b)(1) and 507(a)(1) of the Bankruptcy
Code.  The Expense Reimbursement and Break-Up Fee will be Purchaser’s
sole remedy if the Bankruptcy Court approves an offer other than Purchaser’s
offer described in this Agreement.  Seller also shall pay the Expense
Reimbursement and Break-Up Fee if this Agreement is  terminated by
Seller pursuant to Section 9.2(c) on the grounds that there has been an overbid
by a third party that results in an Approval Order for the transactions
contemplated hereby not being entered by the Bankruptcy Court.

     


    
      
         


      

      
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    Section
6.6. Destruction or Expropriation
of Assets.  From the date hereof up to the Closing, the
Purchased Assets shall be and remain at the risk of Seller and Parent. If, prior
to the Closing, any Purchased Assets are destroyed or damaged by fire or any
other casualty, Purchaser shall have the option, exercisable by notice given
within ten (10) days of Purchaser receiving a notice from either of Seller or
Parent of such destruction, damage, which notice Seller or Parent are obliged to
promptly give to Purchaser, to:

     

    (a) complete
the purchase and sale contemplated herein without reduction of the Purchase
Price, in which event all proceeds of any casualty insurance for damage or
destruction or compensation for expropriation occurring after the Closing Date
shall be payable to Purchaser, all right and claim of Seller or Parent to any
such amounts shall be assigned to Purchaser, and Seller or Parent, at the
Closing, shall pay to Purchaser an amount equal to the amount of the
deductible(s) under the insurance policy or policies which cover any damage or
destruction occurring on or prior to the Closing Date; or

     

    (b) terminate
this Agreement and not complete the purchase and sale contemplated
herein.

     

    Section
6.7. Cure
Amounts.  The cure amounts, as determined by the Bankruptcy
Court, if any, necessary to cure all defaults, if any, and to pay all actual or
pecuniary losses that have resulted from such defaults under the Assumed
Contracts, shall be paid by Seller, on or before Closing, and not by
Purchaser.  Purchaser shall have no Liability for any cure amounts
unless the aggregate cure amount exceeds $500,000.  The Purchase Price
shall be increased by the aggregate cure amount that exceeds
$500,000..

     

    ARTICLE
7                                

     

    


     

    Conditions
to Closing

     

    Section
7.1. Conditions to Seller’s
Obligations. The obligation of Seller and Parent to consummate the
transactions contemplated hereby is subject to the satisfaction at or prior to
the Closing Date of the following conditions:

     

    (a) The
representations and warranties made by Purchaser in Section 5.1 shall have been
true and correct in all material respects when made and shall be true and
correct in all material respects as if originally made on and as of the Closing
Date, except as such representation and warranties may be affected by
transactions or events expressly contemplated or permitted by this
agreement.

     

    (b) All
obligations of Purchaser to be performed hereunder on or prior to the Closing
Date shall have been duly performed in all material respects.

     

    (c) No action
or proceeding before any court, government body or other tribunal shall have
been commenced or threatened (by a party other than Seller and Parent) wherein
an unfavorable judgment, decree or order would

     


    
      
         


      

      
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    (i)
prevent the carrying out of this Agreement or any of the transactions
contemplated hereby,

     

    (ii)
declare unlawful any of the transactions contemplated by this Agreement
or

     

    (iii)
cause any of such transactions to be rescinded as reasonably determined by
Purchaser and Purchaser’s counsel.

     

    (d) The
Approval Order shall have been entered by the Bankruptcy Court and the
effectiveness of the Approval Order shall not have been modified, reversed,
vacated, stayed, restrained or enjoined on the Closing Date.

     

    (e) To the
extent not addressed or covered by the Approval Order, Seller and Parent shall
have received the consent of all third parties holding Encumbrances, Claims or
interests against the Purchased Assets to the release of all such Encumbrances,
Claims and interests in the Purchased Assets as required under 11 U.S.C. §
363(b) and (f).

     

    (f) Seller’s
receipt of Purchaser’s closing deliveries pursuant to Section 4.4.

     

    (g) Seller’s
receipt of the Deposit and the balance of the Purchase Price pursuant to Section
4.2.  Each of the foregoing conditions is for the benefit of Seller
and Parent, which may waive any of such conditions at, or prior to, the
Closing.

     

    Section
7.2. Conditions to Purchaser’s
Obligations. The obligation of Purchaser to consummate the transaction
contemplated hereby is subject to the satisfaction at or prior to the Closing
Date of the following conditions:

     

    (a) The
representations and warranties made by Seller and Parent in Section 5.2 shall
have been true and correct in all material respects when made, and shall be true
and correct in all material respects as if originally made on and as of the
Closing Date except as such representation and warranties may be affected by
transactions or events expressly contemplated or permitted by this
agreement.

     

    (b) All
obligations of Seller and Parent to be performed hereunder on or prior to the
Closing Date shall have been duly performed in all material
respects.

     

    (c) No action
or proceeding before any court, government body or other tribunal shall have
been commenced or threatened which seeks to

     

    (i)
nullify, restrict or modify the rights and protections afforded Purchaser in
this Agreement and the Approval Order,

     

    (ii)
prevent the carrying out of this Agreement or any of the transactions
contemplated hereby,

     

    (iii)
declare unlawful the transactions contemplated by this Agreement,

     


    
      
         


      

      
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    (iv)
cause such transactions to be rescinded or

     

    (v)
materially affect the right of Purchaser to own, operate or control the
Purchased Assets following the Closing as reasonably determined by Seller and
Seller’s counsel.

     

    (d) The
Approval Order shall have been entered by the Bankruptcy Court, the
effectiveness of the Approval Order shall not have been modified, reversed,
vacated, stayed, restrained or enjoined, and either

     

    (i) the
time to appeal, petition for certiorari, or move for a new trial, reargument, or
rehearing has expired without any such appeal, petition for certiorari, or other
proceedings for a new trial, reargument, or rehearing shall then be pending,
or

     

    (ii) if
an appeal, writ of certiorari, new trial, reargument, or rehearing thereof has
been sought, the Approval Order shall have been affirmed by the highest court to
which it was appealed, or certiorari shall have been denied, or a new trial,
reargument, or rehearing shall have been denied or resulted in no modification
of the Approval Order, and the time to take any further appeal, petition for
certiorari or move for a new trial, reargument, or rehearing shall have
expired.

     

    (e) To the
extent not addressed or covered by the Approval Order, Seller and Parent shall
have received the consent of all third parties holding Encumbrances, Claims or
interests against the Purchased Assets to the release of all such Encumbrances,
Claims and interests in the Purchased Assets as required under 11 U.S.C. § 363
(b) and (f).

     

    (f) Purchaser’s
receipt of Seller and Parent’s closing deliveries pursuant to Section 4.4. Each
of the foregoing conditions is for the benefit of Purchaser, which may waive any
of such conditions at, or prior to, the Closing.

     

    ARTICLE
8                                

     

    


     

    Other
Agreements

     

    Section
8.1. Further Assurances.
The Parties shall execute such further documents, and perform such further acts,
as may be reasonably necessary to transfer and convey the Purchased Assets to
Purchaser, on the terms herein contained, and to otherwise comply with the terms
of this Agreement and. consummate the transaction contemplated
hereby.

     

    Section
8.2. Post-Closing Access.
Purchaser agrees to Store the Business Records and, books, records and files,
for 3 years following the Closing Date and to permit Seller to have access to
the Business Records for 3 years following the Closing Date, without cost or
expense.

     

    Section
8.3. Efforts and Actions to Cause
Closings to Occur. Upon the terms and subject to the conditions of this
Agreement, each of Seller, Parent and Purchaser shall use their

     


    
      
         


      

      
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    respective
commercially reasonable efforts to take, or cause to be taken, all actions, and
to do, or cause to be done and cooperate with each other in order to do, all
things necessary, proper or advisable (subject to any applicable laws) to
consummate the Closing as promptly as practicable, including, but not limited
to, the preparation and filing of all motions, forms, registrations and notices
required to be filed to consummate the Closing and the taking of such actions as
are reasonably necessary to obtain any requisite approvals, authorizations,
consents, orders, licenses, permits, exemptions or waivers by any third party or
governmental entity. In addition, no Party shall take any action after the date
hereof that could reasonably be expected to materially delay the obtaining of,
or result in not obtaining, any permission, approval or consent from any
governmental entity or other Person required to be obtained prior to
Closing.

     

    Section
8.4. Collection of Accounts
Receivable Following the Closing.  Purchaser shall promptly
remit to Seller any payments received by Purchaser following the Closing Date
with respect to Seller’s accounts receivable and Seller and Parent shall
promptly remit to Purchaser any payments received by Seller or Parent following
the Closing Date with respect to Purchaser’s accounts receivable.

     

    Section
8.5. Post-Closing
Deliveries. After the Closing, any monies, checks, instruments, invoices,
bills, receipts, notices, mail and other communications received by one Party
but directed toward or due to another Party shall be promptly delivered to the
other Party.

     

    Section
8.6. Change of
Name.  As soon as possible following Closing, Seller shall
cancel its right, title and interest to and in all registrations of business
names and trade names included in the trade-marks transferred to Purchaser and
provide Purchaser with proof of having done so. Without limiting the generality
of the foregoing, as soon as possible following Closing, Parent shall amend the
constating documents of Seller and of Parent’s other Affiliates, as necessary,
to change the name of such entities to one which does not contain "SuperStock”
or any variation thereof. 

     

    Section
8.7. Survival. Except as
specifically provided to the contrary in this Agreement, the representations and
warranties of merge on closing and shall the Parties contained in this Agreement
or any agreement delivered in connection herewith shall not survive the Closing
Date.

     

    ARTICLE
9                                

     

    


     

    Termination

     

    Section
9.1. Termination by Mutual
Consent. This Agreement may be terminated at any time prior to the
Closing Date by mutual written agreement of Seller and Parent and
Purchaser.

     

    Section
9.2. Termination by
Seller. Seller and Parent may terminate this Agreement at any time prior
to the Closing Date if:

     


    
      
         


      

      
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    (a) there has
been a material breach by Purchaser of any of its representations or warranties
contained in this Agreement which breach is not cured within three (3) Business
Days after written notice thereof;

     

    (b) there has
been a material breach of any of the covenants or agreements set forth in this
Agreement on the part of Purchaser, which breach is not curable or, if curable,
is not cured within ten (10) days after written notice of such breach is given
by Seller and Parent to Purchaser;

     

    (c) the
conditions to the obligations of Seller and Parent set forth in Section 7.1
shall not have been waived or satisfied on or before the Termination Date or
such earlier date as may be specified therefore, including, without limitation,
an overbid by a third party that results in an Approval Order for the
transactions contemplated hereby not being entered by the Bankruptcy Court;
or

     

    (d) the
Closing Date shall not have occurred on or prior to January 31, 2009 (the “Termination Date”);
provided, however, that the right to terminate shall not be available under this
Section 9.2(d) if the Closing shall not have occurred by such date as a result
of the failure of Seller and Parent to fulfill any of its obligations under this
Agreement.

     

    Section
9.3. Termination by
Purchaser. Purchaser may terminate this Agreement at any time prior to
the Closing Date if:

     

    (a) there has
been a material breach by Seller and Parent of any of its representations or
warranties contained in this Agreement which breach is not cured within three
(3) Business Days after written notice thereof;

     

    (b) there has
been a material breach of any of the covenants or agreements set forth in this
Agreement on the part of Seller and Parent, which breach is not curable or, if
curable, is not cured within ten (10) days after written notice of such breach
is given by Purchaser to Seller and Parent;

     

    (c) the
conditions to the obligations of Purchaser set forth in Section 7.2 shall not
have been waived or satisfied on or before the Termination Date or such earlier
date as may be specified therefor;

     

    (d) the
Closing Date shall not have occurred on or prior to the Termination Date;
provided, however, that the right to terminate shall not be available under this
Section 9.3(d) if the Closing shall not have occurred by such date as a result
of the failure of Purchaser to fulfill any of its obligations under this
Agreement; or

     

    (e) the
Bankruptcy Court denies that portion of the Sale Procedures Motion with respect
to the Expense Reimbursement and Break-Up Fee in whole or in part, the Sale
Procedure Order is modified in any material respect without the consent of
Purchaser or the Bankruptcy Court approves a sale of some or all of the
Purchased Assets pursuant to a Competing Offer.

     


    
      
         


      

      
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    Section
9.4. Effect of Termination and
Abandonment. In the event of termination of this Agreement pursuant to
this Article 9, written notice thereof shall as promptly as practicable be given
to the other Parties to this Agreement and the Deposit shall

     

               (a)
in the event of a termination under Section 9.3, be returned to Purchaser
without the requirement of Purchaser’s delivery of a written instruction or
authorization to the Foley Firm concerning the same which instruction and
authorization is hereby granted, and

     

               (b)
in the event of a termination under Section 9.2, be delivered to Seller without
the requirement of Seller’s delivery of a written instruction or authorization
to the Foley Firm concerning the same which instruction and authorization is
hereby granted. If this Agreement is terminated pursuant to this Article 9, upon
delivery of the Deposit in accordance with this Section 9.4 and, if applicable,
the payment of the Expense Reimbursement and Break-Up Fee, this Agreement shall
terminate and the transactions contemplated hereby shall be abandoned, without
further action by any of the Parties.

     

    ARTICLE
10                                

     

    


     

    Miscellaneous

     

    Section
10.1. Publicity. Except as
otherwise required by law or in connection with Seller and Parent’s bankruptcy
filings with the Bankruptcy Court and the publication of requisite notices of
sale in national and regional publications in connection with the sale of the
Purchased Assets in the bankruptcy proceedings, press releases concerning this
transaction shall be made only with the prior approval of Seller and Purchaser,
which approval shall not be unreasonably withheld.  Notwithstanding
the forgoing, the Parties acknowledge that Seller will advertise the proposed
sale as part of the Auction.

     

    Section
10.2. Notices. All notices
required or permitted to be given hereunder shall be in writing and may be
delivered by hand, by facsimile or by nationally recognized private courier.
Notices delivered by hand, by facsimile or by nationally recognized private
carrier shall be deemed given on the first Business Day following receipt;
provided, however, that a notice delivered by facsimile shall only be effective
if such notice is also delivered by hand, or deposited in the United States
mail, postage prepaid, registered or certified mail on or before two (2)
Business Days after its delivery by facsimile. All notices shall be addressed as
follows:

     

    (a) if to
Purchaser:                                Masterfile
Corporation

               3
Concorde Gate, 4th Floor

               Toronto,
Ontario

               Canada
M3C 3N7

               Fax:
416-929-9623

               Attention:
Steve Pigeon, President

    


               with
a copy to Purchaser’s U.S. counsel:


    
      
         


      

      
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22

        
          

        

      

      
         


      

    


    


                                               Greenberg
Traurig, PA

                                               Suite
100, 625 East Twiggs Street

                                               Tampa,
FL

                                               U.S.A.
33602

                                               Fax:  813-318-5957

                                               Attention:                                Robert
A. Soriano

    


               and
to Purchaser’s Canadian counsel:

    


                                               Osler
Hoskin & Harcourt LLP

                                               P.O.
Box 50

                                               Suite
6100, 1 First Canadian Place

                                               Toronto
Ontario

                                               Canada
M5X 1B8

                                               Fax:  416-862-6666

                                               Attention:
Andrew J. MacDougall

    


    (b) if to
Seller and Parent:

     

    a21,
Inc.

    7660
Centurion Parkway

    Jacksonville,
FL 32256

    Fax:
(904) 641-4480

    Attention:
John Z. Ferguson

    


    SuperStock,
Inc.

    7660
Centurion Parkway

    Jacksonville,
FL 32256

    Fax:
(904) 641-4480

    Attention:
John Z. Ferguson

    


                                    with
a copy to Seller and Parent’ counsel:

    


                                                                    Foley
& Lardner LLP

                                                                    One
Independent Drive, Suite 1300

                                                                    Jacksonville,
FL 32202 USA

                                                                    Fax:
904-359-8700

                                                                    Attention:
Michael Kirwan, Esq and

                                                                         Gardner
F. Davis, Esq.

    


    or, in
each case, at such other address as may be specified in writing to the other
Party.

     

    Section
10.3. Expenses. Seller
shall be responsible for all fees, expenses, costs or other charges incurred in
obtaining any consents to the transfer of the Purchased Assets to
Purchaser.

     


    
      
         


      

      
        Page
23

        
          

        

      

      
         


      

    


    Other
than as set forth in this Agreement, each of Seller, Parent and Purchaser will
bear their respective costs and expenses (including legal fees and expenses)
incurred in connection with this Agreement and the transactions contemplated
hereby.

     

    Section
10.4. Entire Agreement.
This Agreement and the instruments to be delivered by the Parties pursuant to
the provisions hereof constitute the entire agreement between the Parties. Each
Exhibit and Schedule attached hereto shall be considered incorporated into this
Agreement.

     

    Section
10.5. Applicable Law. This
Agreement shall be governed and controlled as to validity, enforcement,
interpretation, construction, effect and in all other respects by the internal
laws of the State of Florida applicable to contracts made therein, without
regard to rules of conflicts of law.

     

    Section
10.6. Binding Effect; No Third
Party Beneficiaries. This Agreement shall inure to the benefit of and be
binding upon the Parties hereto, and their successors and permitted assigns. The
Parties specifically acknowledge and agree that Seller and Parent as
debtor-in-possession under the Bankruptcy Code and any trustee appointed for
Seller and Parent under the Bankruptcy Code shall be specifically entitled to
the benefit of this Agreement.  Nothing in this Agreement, express or
implied, is intended to confer on any Person other than the Parties, and their
respective successors and permitted assigns, any rights, remedies, obligations
or liabilities under or by reason of this Agreement.

     

    Section
10.7. Assignability. This
Agreement shall not be assignable by either Party without the prior written
consent of the other Party, except that at or prior to the Closing, Purchaser
may assign its rights and delegate its duties under this Agreement to one or
more Affiliates; provided that such assignment shall not discharge the
obligations and liabilities of Purchaser hereunder.

     

    Section
10.8. Amendments; Waivers.
This Agreement shall not be modified or amended except pursuant to an instrument
in writing executed and delivered on behalf of each of the Parties.  A
waiver of any default, breach or non-compliance under this Agreement is not
effective unless in writing and signed by the Party to be bound by the waiver.
No waiver shall be inferred from or implied by any failure to act or delay in
acting by a Party in respect of any default, breach or non observance or by
anything done or omitted to be done by the other Party. The waiver by a Party of
any default, breach or non-compliance under this Agreement shall not operate as
a waiver of that Party’s rights under this Agreement in respect of any
continuing or subsequent default, breach or non-observance (whether of the same
or any other nature).

     

    Section
10.9. Interpretation.  In
this Agreement:

     

    (a) Consent –
Whenever a provision of this Agreement requires an approval or consent and such
approval or consent is not delivered within the applicable time limit, then,
unless otherwise specified, the Party whose consent or approval is required
shall be conclusively deemed to have withheld its approval or
consent.

     


    
      
         


      

      
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24

        
          

        

      

      
         


      

    


    


     

    (b) Currency
– Unless otherwise specified, all references to money amounts are to lawful
currency of the United States of America.

     

    (c) Including
– Where the word “including” or “includes” is used in this Agreement, it means
“including (or includes) without limitation”.

     

    (d) No Strict
Construction – The language used in this Agreement is the language chosen by the
Parties to express their mutual intent, and no rule of strict construction shall
be applied against any Party.

     

    (e) Number
and Gender – Unless the context otherwise requires, words importing the singular
include the plural and vice versa and words importing gender include all
genders.

     

    (f) Statutory
References – A reference to a statute includes all regulations and rules made
pursuant to such statute and, unless otherwise specified, the provisions of any
statute, regulation or rule which amends, supplements or supersedes any such
statute, regulation or rule.

     

    (g) Time –
Time is of the essence in the performance of the Parties’ respective
obligations.

     

    (h) Time
Periods – Unless otherwise specified, time periods within or following which any
payment is to be made or act is to be done shall be calculated by excluding the
day on which the period commences and including the day on which the period ends
and by extending the period to the next Business Day following if the last day
of the period is not a Business Day.

     

    (i) Headings
– The headings contained in this Agreement are for convenience of reference only
and shall not affect the meaning or interpretation of this
Agreement.

     

    Section
10.10. Counterparts. This
Agreement maybe executed in counterparts, each of which shall constitute an
original and both of which taken together shall constitute one and the same
Agreement. Delivery of an electric counterpart shall be effective as delivery of
a manually executed counterpart.

     

    Section
10.11. Exclusive
Jurisdiction. Purchaser and Seller and Parent agree that upon Seller and
Parent’s filing bankruptcy, all disputes arising hereunder shall, prior to the
issuance of a final decree from the Bankruptcy Court closing the Bankruptcy
Case, be resolved by the Bankruptcy Court which shall have exclusive
jurisdiction over all disputes and other matters relating to the interpretation
and enforcement of this Agreement or any ancillary document executed pursuant
hereto, and Purchaser expressly consents to and agrees not to contest such
exclusive jurisdiction. If the Bankruptcy Court does not have or abstains from
exercising such jurisdiction, Purchaser expressly consents to and agrees not to
contest the non exclusive jurisdiction of the courts of the State of Florida
and, to the extent permitted by applicable law, of any Federal Court, in each
case located in Jacksonville, Florida.

     


    
      
         


      

      
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25

        
          

        

      

      
         


      

    


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

     

    SUPERSTOCK,
INC.

    


    


    By:                 /s/ John Z.
Ferguson

          Name:
John Z. Ferguson

          Title:
President

    


    “Seller”

    


    


    a21,
INC.

    


    


    By: /s/ John Z.
Ferguson

          Name:  John
Z. Ferguson

    Title:    President

    


    “Parent”

    


    


    


    MASTERFILE
CORPORATION

    


    


    By:                 /s/ Steve
Pigeon

          Name:  Steve
Pigeon

    Title:    President

    


    “Purchaser”

    


    



    
      
         


      

      
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26

        
          

        

      

      
         


      

    


    TABLE
OF EXHIBITS AND SCHEDULES

     

    (to
follow)

     

    EXHIBIT A
– Approval Order

    


    EXHIBIT B
– Sale Procedures Motion, including Sale Procedures Order

    


    EXHIBIT C
– Bill of Sale and Assignment of Intellectual Property

    


    SCHEDULE
2.2(b) – List of existing operating equipment, manufacturing equipment, office
equipment, furniture, computers, computer files, software licenses and
books

    


    SCHEDULE
2.2(c) – List of trademarks, trade names, service marks and patents

    


    SCHEDULE
2.4 – Assumed Contracts

     

    SCHEDULE
2.5 – Excluded Assets

     

     

     

     

    Page 27