**Exhibit10.5**

 

**ASSET PURCHASEAGREEMENT**

** **

**by and between**

** **

**INTEGRATED MANAGEMENTINFORMATION, INC.**

** **

**and**

** **

**CATTLENETWORK, LLC**

** **

**Dated as of July 15,2008**

 

----

 

**TABLE OF CONTENTS**

 
| ARTICLE I.  |    CERTAIN  DEFINITIONS                             |   | 1      |
|-------------|--------------------------------------------------------------------|--------|--------|
|        |                                                               |   |   |
| 1.1         | Certain Definitions                                                |   | 1      |
|        |                                                               |   |   |
| 1.2         | Construction                                                       |   | 4      |
|        |                                                               |   |   |
| 1.3         | Other Definitions                                                  |   | 4      |
|        |                                                               |   |   |
| ARTICLE II  |    PURCHASE  AND SALE                               |   | 6      |
|        |                                                               |   |   |
| 2.1         | Purchase and Sale of  Assets and Assumption of Assumed Liabilities |   | 6      |
|        |                                                               |   |   |
| 2.2         | Closing                                                            |   | 8      |
|        |                                                               |   |   |
| 2.3         | Purchase Price                                                     |   | 8      |
|        |                                                               |   |   |
| 2.4         | RESERVED                                                           |   | 8      |
|        |                                                               |   |   |
| 2.5         | Holdback Amount                                                    |   | 8      |
|        |                                                               |   |   |
| 2.6         | Allocation of Purchase  Price                                      |   | 8      |
|        |                                                               |   |   |
| ARTICLE III |    REPRESENTATIONS  AND WARRANTIES OF SELLER        |   | 8      |
|        |                                                               |   |   |
| 3.1         | Organization and Authority  of Seller                              |   | 8      |
|        |                                                               |   |   |
| 3.2         | Reserved                                                           |   | 9      |
|        |                                                               |   |   |
| 3.3         | Authority Relative to this  Agreement                              |   | 9      |
|        |                                                               |   |   |
| 3.4         | Consents and Approvals; No  Violations                             |   | 9      |
|        |                                                               |   |   |
| 3.5         | Title to Transferred  Assets; Liens                                |   | 9      |
|        |                                                               |   |   |
| 3.6         | Absence of Certain Events                                          |   | 10     |
|        |                                                               |   |   |
| 3.7         | Financial Statements                                               |   | 10     |
|        |                                                               |   |   |
| 3.8         | Books and Records                                                  |   | 10     |
|        |                                                               |   |   |
| 3.9         | Litigation                                                         |   | 11     |
|        |                                                               |   |   |
| 3.10        | Tax Matters                                                        |   | 11     |
|        |                                                               |   |   |
| 3.11        | Liabilities                                                        |   | 11     |
|        |                                                               |   |   |
| 3.12        | Compliance with Law                                                |   | 11     |
|        |                                                               |   |   |
| 3.13        | Seller Employees                                                   |   | 11     |

 

i

----

 

**TABLE OF CONTENTS**

**(continued)**

 
| ** ** | ** **                                                     | ** ** | **Page** |
|------------|----------------------------------------------------------------|------------|----------|
|       |                                                           |       |     |
| 3.14       | Fees and Expenses of  Brokers and Others                       |       | 12       |
|       |                                                           |       |     |
| 3.15       | Intellectual Property                                          |       | 12       |
|       |                                                           |       |     |
| 3.16       | Assumed Contracts                                              |       | 17       |
|       |                                                           |       |     |
| 3.17       | Receivables                                                    |       | 17       |
|       |                                                           |       |     |
| 3.18       | RESERVED                                                       |       | 17       |
|       |                                                           |       |     |
| 3.19       | Participant Lists                                              |       | 17       |
|       |                                                           |       |     |
| 3.20       | Real Property                                                  |       | 17       |
|       |                                                           |       |     |
| 3.21       | Advertisers                                                    |       | 17       |
|       |                                                           |       |     |
| 3.22       | Exclusive Dealing                                              |       | 17       |
|       |                                                           |       |     |
| 3.23       | Transferred Assets                                             |       | 18       |
|       |                                                           |       |     |
| 3.24       | Privacy                                                        |       | 18       |
|       |                                                           |       |     |
| 3.25       | Condition of Tangible  Assets                                  |       | 19       |
|       |                                                           |       |     |
| 3.26       | Full Disclosure                                                |       | 19       |
|       |                                                           |       |     |
| ARTICLE IV |    REPRESENTATIONS  AND WARRANTIES OF PURCHASER |       | 20       |
|       |                                                           |       |     |
| 4.1        | Organization and Authority  of Purchaser                       |       | 20       |
|       |                                                           |       |     |
| 4.2        | Authority Relative to this  Agreement                          |       | 20       |
|       |                                                           |       |     |
| 4.3        | Consents and Approvals; No  Violations                         |       | 20       |
|       |                                                           |       |     |
| 4.4        | Litigation                                                     |       | 20       |
|       |                                                           |       |     |
| 4.5        | Fees and Expenses of  Brokers and Others                       |       | 21       |
|       |                                                           |       |     |
| ARTICLE V  |    ADDITIONAL  AGREEMENTS                       |       | 21       |
|       |                                                           |       |     |
| 5.1        | Fees and Expenses                                              |       | 21       |
|       |                                                           |       |     |
| 5.2        | Public Announcements                                           |       | 21       |
|       |                                                           |       |     |
| 5.3        | Bulk Sales                                                     |       | 21       |
|       |                                                           |       |     |
| 5.4        | Tax Matters                                                    |       | 21       |

 

ii

----

 

**TABLE OF CONTENTS**

**(continued)**

 
| ** **                                              | ** **                                                                  | ** ** | **Page** |
|---------------------------------------------------------|-----------------------------------------------------------------------------|------------|----------|
|                                                    |                                                                        |       |     |
| 5.5                                                     | Seller Communications  Program                                              |       | 22       |
|                                                    |                                                                        |       |     |
| 5.6                                                     | Reserved                                                                    |       | 23       |
|                                                    |                                                                        |       |     |
| 5.7                                                     | Non-Competition Agreement                                                   |       | 23       |
|                                                    |                                                                        |       |     |
| 5.8                                                     | Reserved                                                                    |       | 25       |
|                                                    |                                                                        |       |     |
| 5.9                                                     | Post-Closing Receivables  Reconciliation                                    |       | 25       |
|                                                    |                                                                        |       |     |
| 5.10                                                    | Customer/Advertiser/Participant  Relationships                              |       | 25       |
|                                                    |                                                                        |       |     |
| 5.11                                                    | Right of Setoff                                                             |       | 25       |
|                                                    |                                                                        |       |     |
| 5.12                                                    | Exclusivity Period for  AgTrader Assets                                     |       | 26       |
|                                                    |                                                                        |       |     |
| 5.13                                                    | AgTrader Content Use Right                                                  |       | 26       |
|                                                    |                                                                        |       |     |
| 5.14                                                    | Additional Post-Closing  Deliveries                                         |       | 26       |
|                                                    |                                                                        |       |     |
| ARTICLE VI                                              |    CONDITIONS  PRECEDENT TO CONSUMMATION OF THE TRANSACTIONS |       | 26       |
|                                                    |                                                                        |       |     |
| 6.1                                                     | Closing Deliveries of  Seller                                               |       | 26       |
|                                                    |                                                                        |       |     |
| 6.2                                                     | Closing Deliveries of  Purchaser                                            |       | 27       |
|                                                    |                                                                        |       |     |
| ARTICLE VII                                             |    SURVIVAL;  INDEMNIFICATION                                |       | 28       |
|                                                    |                                                                        |       |     |
| 7.1                                                     | Survival of  Representations and Warranties                                 |       | 28       |
|                                                    |                                                                        |       |     |
| 7.2                                                     | Indemnification by Seller                                                   |       | 28       |
|                                                    |                                                                        |       |     |
| 7.3                                                     | Indemnification by  Purchaser                                               |       | 29       |
|                                                    |                                                                        |       |     |
| 7.4                                                     | Reduction of Holdback  Amount                                               |       | 30       |
|                                                    |                                                                        |       |     |
| 7.5                                                     | Indemnification Procedure                                                   |       | 30       |
|                                                    |                                                                        |       |     |
| ARTICLE VIII     MISCELLANEOUS |                                                                        | 31         |
|                                                    |                                                                        |       |     |
| 8.1                                                     | Entire Agreement;  Assignment                                               |       | 31       |
|                                                    |                                                                        |       |     |
| 8.2                                                     | Notices                                                                     |       | 31       |
|                                                    |                                                                        |       |     |
| 8.3                                                     | Governing Law                                                               |       | 32       |
|                                                    |                                                                        |       |     |
| 8.4                                                     | Descriptive Headings                                                        |       | 32       |

 

iii

----

 

**TABLE OF CONTENTS**

**(continued)**

 
| ** ** | ** **                       | ** ** | **Page** |
|------------|----------------------------------|------------|----------|
|       |                             |       |     |
| 8.5        | Parties in Interest              |       | 32       |
|       |                             |       |     |
| 8.6        | Execution of this  Agreement     |       | 33       |
|       |                             |       |     |
| 8.7        | Severability                     |       | 33       |
|       |                             |       |     |
| 8.8        | Enforcement; Service of  Process |       | 33       |
|       |                             |       |     |
| 8.9        | Amendments                       |       | 33       |
|       |                             |       |     |
| 8.10       | Joint Preparation                |       | 33       |

 

iv

----

 

**EXHIBITS**

 
| Exhibit A | Purchase  Price Allocation           |
|----------------|--------------------------------------|
| Exhibit B | Bill  of Sale                        |
| Exhibit C | Trademark  Assignment                |
| Exhibit D | Domain  Name Assignment              |
| Exhibit E | Assignment  and Assumption Agreement |
| Exhibit F | Agrileach  License Agreement         |
| Exhibit G | Transition  Services Agreement       |
| Exhibit H | Website  Content Agreement           |

 

**SCHEDULES**

 
| 2.1(a)(iii) | Tangible  Assets                                                   |
|-------------|--------------------------------------------------------------------|
| 2.1(c)      | Assumed  Liabilities                                               |
| 2.4         | Receivables  Schedule                                              |
| 3.4         | Consents  and Approvals                                            |
| 3.7         | Financial  Statements                                              |
| 3.10        | Tax  Matters                                                       |
| 3.12        | Permits                                                            |
| 3.13        | Seller  Employees                                                  |
| 3.15(b)     | Intellectual  Property                                             |
| 3.15(l)     | Exceptions  to Validity of Seller Registered Intellectual Property |
| 3.15(o)     | Software                                                           |
| 3.15(q)     | Website  Content                                                   |
| 3.16        | Assumed  Contracts                                                 |
| 3.17        | Receivables                                                        |
| 3.21        | Trade  Associations                                                |
| 3.24        | Privacy                                                            |
| 6.1(n)      | Major  Website Content Providers                                   |

i

----

 

**ASSET PURCHASEAGREEMENT**

** **

**THIS ASSET PURCHASE AGREEMENT**(this “**Agreement**”) is made andentered into as of July 15, 2008, by and between **INTEGRATED MANAGEMENT INFORMATION, INC.**, aColorado corporation having its principal place of business at 221 WilcoxStreet, Ste. A, Castle Rock, Colorado 80104 (“**Seller**”)and **CATTLENETWORK, LLC,** a Delaware limitedliability company, having its principal place of business at 400 KnightsbridgeParkway, Lincolnshire, Illinois 60069 (“**Purchaser**”).  Seller and Purchaser are sometimesindividually referred to herein as a “**Party**”and collectively as the “**Parties**.”

 

**RECITALS**

** **

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

 

**WHEREAS**, upon andsubject to the terms and conditions set forth herein, Seller proposes to sellto Purchaser, and Purchaser proposes to purchase from Seller, substantially allof the assets used or held for use by Seller in the conduct of the TransferredBusiness as a going concern and Purchaser proposes to assume certain specificliabilities and obligations of Seller.

 

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

 

# **ARTICLE ICERTAIN DEFINITIONS**

# ** **

## 1.1           CertainDefinitions.  The following terms, asused herein, have the following meanings:

##  

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

 

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

 

----

 

“**AgrileachLicense Agreement**” means that certain perpetual license forAgrileach Software in the form attached as Exhibit F hereto.

 

“**AgrileachSoftware**” means that certain proprietary Software owned anddeveloped by Seller for the purposes of gathering and scraping data from thirdparty websites for inclusion as content on the Websites.

 

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

 

“**Bill of Sale”**means the Bill of Sale in the form attachedhereto as Exhibit B.

 

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

 

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

 

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

###  

**“GAAP**” means thegenerally accepted accounting principles, consistently applied, with regard toall financial statements made as of or after the Closing Date.

 

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

 

“**HoldbackAmount**” means $50,000.00 of the Purchase Price.

 

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

 

“**Knowledge of Seller**” means the knowledge obtained or thatwould have been obtained, upon reasonable inquiry or investigation, of JohnSaunders, Linda Henderson, Eric Kelton and Robert Cook.

 

“**Knowledge of Purchaser**” means the knowledge obtained or thatwould have been obtained, upon reasonable inquiry or investigation, of BrianTyler, Cliff Becker, Tom Denison, Brian Sokol, Lori Eppel, Kathy Nier, LoreenMuzik, Rebeca Magdaleno, Denise Terbil.

 

2

----

 

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

 

“**Lien**” means any mortgages, liens, pledges, charges, securityinterests or encumbrances of any kind.

 

“**Material Adverse Effect**” means a material adverse change,occurrence, state of facts or development on or to the business, assets,condition (financial or otherwise), property or results of operations of theTransferred Business; provided, that a Material Adverse Effect shall notinclude any change, occurrence, or development that relates to or results from (a) changes in conditions in the United States or global economy or capital orfinancial markets, generally, including changes in interest or exchange rates,commodity prices, unexpected product or supply shortages and overseas movementof manufacturing facilities, (b) changes in general legal, regulatory,political, economic or business conditions or changes in GAAP that, in eachcase, generally affect industries underlying the Transferred Business, (c) thenegotiation, execution, announcement or performance of this Agreement or theconsummation of the Transactions, including the impact thereof onrelationships, contractual or otherwise, with customers, suppliers,distributors, partners or employees, (d) acts of war, sabotage orterrorism, or any escalation or worsening of any such acts of war, sabotage orterrorism, (e) hurricanes, floods, earthquakes or other natural disastersor (f) any action taken by Seller as contemplated or permitted by thisAgreement or with Purchaser’s consent.

 

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

 

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

 

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

 

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

 

“**SellerBusiness**”  means allbusinesses of the Seller, other than the Transferred Business.

 

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

 

“**TangibleAssets**” means all fixed, tangible and moveable assets and allfurniture, fixtures and equipment used by Seller in connection with theTransferred Business.

 

3

----

 

“**Tax**” means any tax, governmental fee or other like assessmentor charge of any kind whatsoever (including withholding on amounts paid to orby any Person), together with any interest, penalty, addition to tax oradditional amount imposed by any Governmental Authority responsible for theimposition of any such tax (a “**TaxingAuthority**”).

 

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

 

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

 

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

 

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

 

**“Websites”** means certainwebsites owned by Seller, which Seller uses or maintains as part of the TransferredBusiness, which include CattleNetwork.com, CattleStore.com, AgNetwork.com andSwineNetwork.com.

 

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

##  

## 1.3           OtherDefinitions.  Each of the followingterms is defined in the Section set forth opposite such term:

##  

## 4

## 

 
| **DEFINITION**                   | ** ** | **SECTION**  | ** ** |
|----------------------------------|------------|--------------|------------|
| Acquisition Transaction          |       | 3.22         |       |
| Additional Survival Period       |       | 7.1(b)       |       |
| Advertising Rights               |       | 5.5(b)       |       |
| Agreement                        |       | Preamble     |       |
| Applicable Terms                 |       | 5.12(b)      |       |
| Assumed Contracts                |       | 2.1(a)(vii)  |       |
| Assumed Liabilities              |       | 2.1(c)       |       |
| Business Names                   |       | 3.15(a)(i)   |       |
| Closing                          |       | 2.2          |       |
| Closing Date                     |       | 2.2          |       |
| Copyrights                       |       | 3.15(a)(i)   |       |
| Cure Period                      |       | 9            |       |
| Customer Information             |       | 3.24(a)      |       |
| Dispute                          |       | 3.15(m)      |       |
| Domain Names                     |       | 3.15(a)(i)   |       |
| Excluded Assets                  |       | 2.1(b)       |       |
| Financial Statements             |       | 3.7          |       |
| Holdback Account                 |       | 2.5          |       |
| Indemnified Party                |       | 7.5(b)       |       |
| Indemnifying Party               |       | 7.5(b)       |       |
| Indemnity Claim                  |       | 7.5(a)       |       |
| Intellectual Property            |       | 3.15(a)(i)   |       |
| Losses                           |       | 7.2          |       |
| Marks                            |       | 3.15(a)(i)   |       |
| Non-Assignable Contracts         |       | 5.6          |       |
| Offer                            |       | 5.12(a)      |       |
| Other Advertising Rights         |       | 5.5(b)       |       |
| Participant                      |       | 2.1(a)(vi)   |       |
| Participants Lists               |       | 2.1(a)(vi)   |       |
| Party or Parties                 |       | Preamble     |       |
| Preclosing Revenue Schedule      |       | 2.4(b)       |       |
| Pre-Closing Tax Period           |       | 3.10         |       |
| Privacy Policy                   |       | 3.24(d)      |       |
| PTO                              |       | 3.15(b)      |       |
| Publication Advertising Rights   |       | 5.5(a)       |       |
| Purchase Price                   |       | 2.3          |       |
| Purchaser                        |       | Preamble     |       |
| Purchaser Business               |       | 2.4(a)       |       |
| Purchaser Claim                  |       | 7.2          |       |
| Purchaser Indemnified Parties    |       | 7.2          |       |
| Purchaser Option Period          |       | 5.12(b)      |       |
| Purchaser Receivables            |       | 5.9(a)       |       |
| Registered Business Names        |       | 3.15(a)(iii) |       |
| Registered Intellectual Property |       | 3.15(a)(iii) |       |
| Restrained Parties               |       | 5.7(a)       |       |

 

5

----

 
| **DEFINITION**                          | ** ** | **SECTION** | ** ** |
|-----------------------------------------|------------|-------------|------------|
| Returns                                 |       | 3.10        |       |
| Seller                                  |       | Preamble    |       |
| Seller Claim                            |       | 7.3         |       |
| Seller Employees                        |       | 3.13        |       |
| Seller Indemnified Parties              |       | 7.3         |       |
| Seller Software                         |       | 3.15(o)     |       |
| Seller Receivables                      |       | 5.9(a)      |       |
| Source Code                             |       | 3.15(o)     |       |
| Transferred Intellectual Property       |       | 3.15(a)(ii) |       |
| Seller Non-Compete Term                 |       | 5.7(a)      |       |
| Seller Registered Intellectual Property |       | 3.15(b)     |       |
| Standard Survival Period                |       | 7.1(a)      |       |
| Third Party Indemnity Claim             |       | 7.5(a)      |       |
| Trademark                               |       | Recitals    |       |
| Transaction Documents                   |       | 3.25(a)     |       |
| Transactions                            |       | 2.2         |       |
| Transferred Assets                      |       | 2.1(a)      |       |
| Transferred Domain Names                |       | Recitals    |       |
| Transferred Business                    |       | Recitals    |       |
| Vance Publishing                        |       | 5.5(a)      |       |

# ** **

# **ARTICLE II**

# **PURCHASE ANDSALE**

# ** **

## 2.1           Purchaseand Sale of Assets and Assumption of Assumed Liabilities.

##  

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

###  

#### (i)            therights to conduct, manage and operate the Transferred Business, together withall goodwill related thereto;

####  

#### (ii)           allTransferred Intellectual Property;

####  

#### (iii)          allTangible Assets set forth on Schedule 2.1(a)(iii);

####  

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

####  

#### (v)           allavailable lists and databases (in an electronic or other form reasonablyrequired or acceptable to Purchaser) of vendors, suppliers, advertisers, 

 

6

----

 

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

####  

#### (vi)          allof Seller’s right, title, and interest in the Contracts set forth on Schedule3.16 (collectively, the “**AssumedContracts**”);

####  

#### (vii)         allprinted or electronic materials (including on-line materials and content andon-line newsletters and publications) relating to the Transferred Business in thepossession of Seller; and

####  

#### (viii)        allof Seller’s available financial records, correspondence, data, files and allother books, records and files relating to the Transferred Business oremployees of the Transferred Business that are hired by Purchaser.

####  

### (b)           ExcludedAssets.  Other than the assetsdescribed in Section 2.1(a), all rights, interests and assets of Seller(collectively the “**Excluded Assets**”)are to be retained by Seller and do not constitute Transferred Assets.  The Excluded Assets include, withoutlimitation, (a) all cash of Seller associated with or attributable tobillings of Seller’s accounts prior to Closing and all cash on hand of Seller, (b) theAgrileach Software, (c) the AgTrader Assets, and (d) business orother records and documents that pertain to the internal affairs between theSeller and/or other divisions or Affiliates of Seller and to employees ofSeller not hired by Purchaser or who do not consent to the release of suchrecords which constitute their personal employment file.

###  

### (c)           Assumptionof Liabilities.  Except as expresslyprovided in this Section 2.1(c), Purchaser shall not assume any liabilityor obligation of Seller relating to the Transferred Business or the TransferredAssets, regardless of whether or not a claim has arisen as of the Closing date,including, without limitation, any liability resulting from any content,including any third party or advertiser content (whether prepared solely bysuch third party or advertiser or with the assistance of Seller) on the Websitesprior to the Closing Date, except that Purchaser shall assume all of Seller’sliabilities and obligations set forth on Schedule 2.1(c), includingthose which arise after the Closing pursuant to the Assumed Contracts.  The liabilities assumed by Seller pursuant tothis Section 2.1(c) are collectively referred to herein as the “**Assumed Liabilities**”).

###  

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

###  

### 7

### 

###  

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

###  

### (e)

###  

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

##  

## 2.3           PurchasePrice.  The total cash considerationpayable by Purchaser to Seller on the Closing Date for the Transferred Assetsshall be an amount equal to $800,000.00 (the “**PurchasePrice**”).  The Purchase Price,less $25,000.00, the amount paid by Purchaser to Seller as a non-refundabledeposit on June 24, 2008, and, less the Holdback Amount (such net amount,the “**Closing Date Payment Amount**”) shall bepaid by Purchaser to Seller on the Closing Date, subject to the terms andconditions of this Agreement.

##  

## 2.4           RESERVED.

##  

## 2.5           HoldbackAmount.

##  

## (a)           Subjectto any reductions in the Holdback Amount made in accordance with Section 7.4hereof, no later than January 15, 2009, Purchaser shall pay to Seller theremaining Holdback Amount.  Purchaserhereby agrees to maintain the Holdback Amount in an interest bearing depositaccount in the name of Purchaser with a financial institution reasonablyagreeable to Seller and Purchaser (the “**Holdback Account**”).  Purchaser hereby agrees that interest onfunds in the Holdback Account shall accrue for the benefit of the Seller,subject to the terms of this Agreement, at a rate of interest not less than thePrime Rate.

##  

## 2.6           Allocationof Purchase Price.  The Parties agreethat the Closing Date Purchase Price is being paid for, and shall be allocatedamong, the Transferred Assets as set forth on Exhibit A, or inaccordance with such other allocation as the Parties shall mutually agree notlater than 60 days after the Closing Date.

##  

# **ARTICLE III**

# **REPRESENTATIONSAND WARRANTIES OF SELLER**

# ** **

Seller represents and warrantsto Purchaser as follows:

 

## 3.1           Organizationand Authority of Seller.  Seller is acorporation duly incorporated and validly subsisting and in good standing underthe Laws of the State of Colorado. Seller has all corporate power and authority to own its assets andproperties and to carry on its business as it is now being conducted.  Seller is duly qualified as a foreign entityto do business, and is in good standing, in each jurisdiction where the failureto be so qualified would have a Material Adverse Effect.  Seller uses the trade or business name of IMIGlobal, Inc., IMI, Inc., 

 

8

----

 

## CattleNetwork, CattleStore, AgNetwork andSwineNetwork and Seller and IMI Global, Inc., IMI, Inc., CattleNetwork,CattleStore, AgNetwork and SwineNetwork are, for all purposes, the sameentity.  IMI Global, Inc., IMI, Inc.,CattleNetwork, CattleStore, AgNetwork and SwineNetwork have no separateexistence apart from Seller.  Any and allreferences to IMI Global, Inc., IMI, Inc., CattleNetwork,CattleStore, AgNetwork and SwineNetwork in any Transferred Asset, including,but not limited to, IMI Global, Inc., IMI, Inc., CattleNetwork,CattleStore, AgNetwork and SwineNetwork being named as a party to any AssumedContract, has the same legal effect and meaning as though such reference was toSeller.

##  

## 3.2           [RESERVED].

##  

## 3.3           AuthorityRelative to this Agreement.  Sellerhas the right, power and capacity to execute and deliver or cause to bedelivered each certificate, agreement, document or other instrument to beexecuted and delivered by Seller in connection with the Transactions and toperform its obligations hereunder and thereunder and to consummate theTransactions contemplated by this Agreement. The Transactions have been duly and validly authorized by all necessarycorporate action on the part of Seller. This Agreement has been, and the other documents contemplated to beexecuted by Seller hereby will be as of the Closing, duly executed anddelivered by Seller and constitute or will constitute the legal, valid andbinding obligation of Seller, enforceable against Seller in accordance with theterms hereof or thereof, except that such enforceability (a) may belimited by bankruptcy, insolvency, fraudulent transfer, reorganization,moratorium and other similar Laws of general applicability affecting orrelating to the enforcement of creditors’ rights generally and (b) issubject to general principles of equity, whether considered in a proceeding atLaw or in equity.

##  

## 3.4           Consentsand Approvals; No Violations.  Exceptas set forth on Schedule 3.4, no filing or registration with, or noticeto, and no Permit, authorization, consent or approval of, any GovernmentalAuthority or any other Person, including any party to any Assumed Contract, isnecessary or required in connection with the execution and delivery of thisAgreement by Seller or for the consummation by Seller of the Transactions.  Neither the execution or delivery of this Agreementby Seller nor the performance of this Agreement nor the consummation of theTransactions will (a)  conflict with or result in any breach of anyprovision of the organizational documents of Seller, (b)  constitute adefault or event of default under any Assumed Contract or any other Contract ofSeller (c)  violate any order, writ, injunction, decree, statute, rule orregulation applicable to the Transferred Assets or give any GovernmentalAuthority the right to challenge the Transactions or to exercise any remedy orto obtain any relief to which Purchaser or the Transferred Assets may besubject, (d) cause any of the Transferred Assets to be reassessed orrevalued by any Taxing Authority or other Governmental Authority, (e) contravene,conflict with, or result in a violation or breach of any provision of, or giveany Person the right to declare a default or exercise any remedy under, or toaccelerate the maturity or performance of, or to cancel, terminate, or modify,or affect the enforceability of any Assumed Contract or any other Contract ofSeller, or (f) result in the imposition or creation of any Lien upon orwith respect to the Transferred Assets.

##  

## 3.5           Titleto Transferred Assets; Liens.  Sellerhas good and valid title to, or, in the case of leased or licensed propertiesand assets, valid leasehold or licensed interests in, all of the TransferredAssets; in each case subject to no Liens.

 

9

----

 

## 3.6           Absenceof Certain Events.  Since June 17,2008, the Transferred Business has been operated in the ordinary course.  Except as disclosed by the FinancialStatements or as otherwise specifically contemplated by this Agreement, therehas not been since June 17, 2008:

##  

### (a)           anyamendment or change to the organizational documents of Seller;

###  

### (b)           anyamendment or termination of any Assumed Contract;

###  

### (c)           exceptas required by GAAP, any change in the accounting policies or practices ofSeller;

###  

### (d)           anydamage, destruction or loss, whether covered by insurance or not, of anyTransferred Asset;

###  

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

###  

### (f)            anyLien imposed on any Transferred Asset;

###  

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

###  

### (h)           anyMaterial Adverse Effect; or

###  

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

###  

## 3.7           FinancialStatements.  Schedule 3.7 setsforth true, correct and complete copies of (a) the audited consolidatedbalance sheets of Seller as of December 31, 2007 and December 31,2006 and the audited consolidated income statement of Seller for the fiscalyears then-ended and (b) the unaudited consolidated balance sheets foreach Transferred Business as of June 30, 2008 and the unauditedconsolidated income statement for each Transferred Business as of June 30,2008 (collectively, the “**Financial Statements**”).  The Financial Statements were derived fromthe accounting books and records of Seller. The Financial Statements have been prepared in accordance with GAAPapplied on a consistent basis throughout the periods indicated, and fairlypresent the financial condition and the results of operations of Seller as ofthe relevant dates and for the relevant periods in all material respects, inaccordance with GAAP.

##  

## 3.8           Booksand Records.  Seller maintainsaccurate books of account, minute books, stock record books, and other records(all of which have been made available to Purchaser) reflecting its respectiveassets and liabilities and maintains proper and adequate internal accountingcontrols, which provide assurance that (a) transactions are executed withmanagement’s authorization, (b) transactions are recorded as necessary topermit preparation of the financial statements of Seller and to maintainaccountability for Seller’s assets, (c) access to Seller’s assets ispermitted only in accordance with management’s authorization, (d) thereporting of Seller’s assets is compared with existing assets at regularintervals, and (e) accounts, 

 

10

----

 

## notes and other receivables and inventory arerecorded accurately, and proper and adequate procedures are implemented toeffect the collection thereof on a current and timely basis.

##  

## 3.9           Litigation.  There are no civil, criminal oradministrative actions, suits, claims, hearings, arbitrations, proceedings orinvestigations pending or, to the Knowledge of Seller, threatened, against orrelating to Seller or the Transferred Assets, at law or in equity, or beforeany Governmental Authority, which, if determined or resolved adversely toSeller or the Transferred Assets in accordance with the plaintiffs’ demands,have a Material Adverse Effect.  Neitherthe Transferred Business nor the Transferred Assets are subject to any award,decision, injunction, judgment, order, ruling, subpoena, or verdict entered,issued, made, or rendered by any court, administrative agency, or otherGovernmental Authority or by any arbitrator.

##  

## 3.10         TaxMatters.  Except as set forth on Schedule3.10, (a) all income Tax and other material Tax returns other than thefederal and state corporate income tax returns for December 31, 2007 whichwill be filed by the extended due date of September 15, 2008, statements,reports and forms (collectively, the “**Returns**”)that are required to be filed with any Taxing Authority on or before theClosing Date with respect to any tax period ending on or before the ClosingDate (“**Pre-Closing Tax Period**”) by Seller hasbeen, or will be, timely filed on or before the Closing Date; (b) Sellerhas timely paid all Taxes shown as due and payable on the Returns that havebeen filed; (c) the Returns that have been filed are true, correct andcomplete; (d) no Tax sharing agreement, Tax sharing arrangement or Taxindemnification agreement exists between Seller and any other Person; (e) thereis no action, suit, proceeding, investigation, audit or claim now proposed orpending against or with respect to Seller in respect of any Tax; and (f) Sellerhas not waived any statute of limitations in respect of Taxes or agreed to anyextension of time with respect to a Tax assessment or deficiency.

##  

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

##  

## 3.12         Compliancewith Law  Schedule 3.12 setsforth all Permits possessed by Seller and assigned by Seller to Purchaser inconnection with the Transferred Business. Seller holds all Permits necessary for the lawful conduct of theTransferred Business in the jurisdictions in which Seller conducts business,and is in compliance with the terms of such Permits, except to the extent thatthe failure to hold such Permits or comply with the terms of such Permits couldnot reasonably be expected to have a Material Adverse Effect.  Seller is in compliance in all materialrespects with, and is not in material violation of, any Law.  No investigation or review by anyGovernmental Authority with respect to Seller is pending or, to the Knowledgeof Seller, threatened, nor, to the Knowledge of Seller, has any GovernmentalAuthority indicated an intention to conduct the same, nor is Seller subject toany consent decree.

##  

## 3.13         SellerEmployees.  Schedule 3.13 setsforth a correct and complete listing of all employees of Seller employed inconnection with the Transferred Business (the “**Seller Employees**”).  NoSeller Employee is in material violation of any term of any employmentcontract, patent disclosure agreement, non-competition agreement, or anyrestrictive covenant to Seller or any former employer relating to (a) theright of any such Seller Employee to be employed by Seller or Purchaser becauseof the nature of the business conducted by Seller or 

 

11

----

 

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

##  

## 3.14         Feesand Expenses of Brokers and Others. Seller (a) is not directly or indirectly obligated to pay anybrokers’ or finders’ fees or any similar fees in connection with theTransactions, and (b) has not retained any other broker or other similarintermediary to act directly or indirectly on its behalf in connection with theTransactions.

##  

## 3.15         IntellectualProperty.

##  

## (a)           Forpurposes of this Agreement, the following terms have the following definitions:

##  

## (i)            “**Intellectual Property**” means any or all of the following andall rights in, arising out of or associated therewith: (A) all copyrights,copyright registrations and applications therefor, rights in works ofauthorship and all other rights corresponding thereto throughout the world,including all copyrightable works, rights in databases, data collections, “moral”rights, and mask works, (“**Copyrights**”); (B) allinventions (whether patentable or not), invention disclosures, discoveries,improvements, inventor’s notes, ideas, testing information, research anddevelopment information, trade secrets, proprietary information, know how,technology, technical data, specifications, designs, plans, proposals, supplierlists and customer lists and all documentation relating to any of the foregoingand corresponding rights in confidential information and other non-publicinformation (“**Trade Secrets**”); (C) alltrademarks, trade names, service marks, trade dress, designs and logos, taglines, domain names indicating the source of goods or services, and otherindicia of commercial source or origin (whether registered, common law,statutory or otherwise) and all registrations and applications for registrationthereof and all other rights corresponding thereto throughout the world (“**Marks**”); (D) all business and marketing plans, marketsurveys, market know-how and customer lists and information, databases, datacollections and content and all rights therein, throughout the world; (E) allInternet electronic addresses, domain names, uniform resource locators andother Internet or similar addresses or identifiers, and registrations thereof (“**Domain Names**”); (F) all business names and assumed names(whether registered, common law, statutory or otherwise) (“**BusinessNames**”); (a) all Websites; (H) all Software; and (I) anysimilar, corresponding or equivalent rights to any of the foregoing any wherein the world.

 

12

----

##  

## (ii)           “**Transferred Intellectual Property**” shall mean any and allIntellectual Property that is owned or used by Seller solely in connection withthe operation of the Transferred Business, as is set forth on Schedule3.15(b).  Transferred IntellectualProperty shall not include Intellectual Property which is owned and used bySeller in connection with the operation of Seller Business, including, but notlimited to, the AgTrader Assets or the Agrileach Software.

##  

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

##  

## (b)           Schedule3.15(b) sets forth a true, correct and complete list of all (i) RegisteredIntellectual Property (including Marks, Copyrights, Registered Business Namesand Transferred Domain Names) used in connection with the Transferred Business(the “**Seller Registered Intellectual Property**”);(ii) applications to register any Transferred Intellectual Property; (iii) allunregistered Intellectual Property used in connection with the TransferredBusiness and (iv) proceedings or actions before any court, tribunal(including the U.S. Patent and Trademark Office (the “**PTO**”)and any equivalent authority anywhere in the world) related to any of theSeller Registered Intellectual Property. For each listed item, Schedule 3.15(b) indicates, asapplicable, the owner of that Intellectual Property, the countries in whichsuch Intellectual Property is registered, the registration number, and thefiling and expiration dates thereof.

##  

## (c)           [RESERVED].

##  

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

##  

## (e)           Otherthan the Assumed Contracts, neither the Seller nor any of its subsidiaries is aparty to any other Contract with respect to any Transferred IntellectualProperty.

##  

## (f)            Exceptfor the warranties and indemnities contained in those Assumed Contracts,neither Seller nor its subsidiaries has agreed to, or assumed any obligation orduty to warrant, indemnify, reimburse, hold harmless, guaranty or otherwiseassume or incur any obligation or liability or provide a right of recourse withrespect to the infringement, violation or misappropriation of the IntellectualProperty rights of any Person caused by Seller’s use of the TransferredIntellectual Property.

##  

## (g)           [RESERVED].

##  

## (h)           AllTransferred Intellectual Property (i) was created solely by either (a) employees,and not by any agent or independent contractor, of the Seller acting within thescope of their employment who have validly and irrevocably assigned all oftheir rights, including Intellectual Property rights, to the Seller or (b) otherPersons who have validly and 

 

13

----

 

## irrevocablyassigned all of their rights, including Intellectual Property rights, to theSeller, and no other Person owns or has any rights to any portion of suchIntellectual Property or (ii) was purchased from Persons that owned and/orcreated such Intellectual Property and who had validly and irrevocably assignedall of their rights, including Intellectual Property rights, to the Seller, andno other Person owns or has any rights to any portion of such IntellectualProperty.  All Transferred IntellectualProperty is the subject of a valid and enforceable non-compete agreementproviding that the creator of such Transferred Intellectual Property may notcreate, own, or manage any Intellectual Property that competes with theTransferred Intellectual Property, and such non-compete agreements may beassigned to Purchaser without the consent of such creator.

##  

## (i)            Neitherthe Seller nor any of its subsidiaries has transferred ownership of, or grantedany exclusive license of or exclusive right to use, or authorized the retentionof any exclusive rights in or to joint ownership of, any TransferredIntellectual Property to any other Person.

##  

## (j)            Asof the Closing, all Transferred Intellectual Property will be fullytransferable and alienable by Purchaser without restriction and without paymentof any kind or other rights granted to any Person.  Upon Closing, Purchaser shall succeed to allof the Transferred Intellectual Property rights necessary for the conduct ofthe Transferred Business and all of those rights shall be exercisable byPurchaser to the same extent as by Seller and its subsidiaries prior toClosing.

##  

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

##  

## (l)            Thereare no facts or circumstances that would render any Transferred IntellectualProperty invalid or unenforceable. Except as set forth in Schedule 3.15(l), each item of SellerRegistered Intellectual Property is valid and subsisting, and all necessaryregistration, maintenance and renewal fees in connection with that SellerRegistered Intellectual Property have been paid and all necessary documents andcertificates in connection with that Seller Registered Intellectual Propertyhave been filed with the relevant patent, copyright, trademark or otherauthorities in the United States or non-U.S. jurisdictions, as the case may be,for the purposes of obtaining and maintaining that Seller RegisteredIntellectual Property.  Withoutlimitation, there is no information and there are no materials, facts, orcircumstances that would render any of the Seller Registered IntellectualProperty invalid or unenforceable, or would adversely effect any pendingapplication for any Seller Registered Intellectual Property, and neither theSeller nor any of its subsidiaries has misrepresented, or failed to disclose,and, there has been no misrepresentation or failure to disclose, any fact orcircumstance in any application for any Seller Registered Intellectual Propertythat would constitute fraud or a misrepresentation with respect to thatapplication or that would otherwise

 

14

----

##  

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

##  

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

##  

## (n)           NoIntellectual Property that is or was Transferred Intellectual Property has beenpermitted to lapse or enter the public domain.

##  

## (o)           TheParties agree that the Software that is included in the Transferred Assets,Source Codes for Software that is included in the Transferred Assets,documentation for the Software that is included in the Transferred Assets andobject codes for Software that is included in the Transferred Assets arecollectively referred to as the “**Seller Software**.”  Seller hereby confirms that Seller has up todate, complete source code or equivalent high level code in other programminglanguages (“**Source Code**”) for the SellerSoftware.  All Source Code is complete tothe degree that it contains all necessary notations to re-compile a completeversion of all Seller-developed applications. Seller owns all rights of every kind and nature, in any and all medianow or hereafter known, in and to the Seller Software.  No “open source” Software has ever beendistributed in conjunction with or as part of the Seller Software.  Seller has all rights of ownership withrespect to the Seller Software, including the rights of adaptation and exploitationby any means and media, now or hereafter known, without obligation to any otherperson.  No royalty or other fee of anykind is payable by Seller for the reproduction, adaptation, distribution,public performance, display or other exploitation of the Seller Software.  None of the Seller Software infringes orotherwise violates the rights, including Intellectual Property rights, of anyother person and there are no proceedings pending or, to the Knowledge ofSeller, threatened, and no claim has been received by Seller alleginginfringement or violation with respect to the Seller Software.  Except as set forth on Schedule 3.15(o),there is no violation by others of any right of Seller with respect to theSeller Software.  The Seller Software(and all related systems, servers and databases):

##  

## (i)            Arebacked-up and subject to the security and disaster recovery procedures setforth in Schedule 3.15(o);

##  

## (ii)           Arecompliant with current industry standards for the industries in which theTransferred Business operates;

##  

## 15

## 

##  

## (iii)          Areaccompanied by the repair, debugging and other Software tools used by Seller tomaintain, adapt and update it; to the extent such tools are proprietary toSeller, they are subject to the representations and warranties related to ownedSeller Software set forth in this Section 3.15(o); to the extentsuch tools are products of a third party, they are readily available atreasonable cost; and

##  

## (iv)          Sellerfully complies with all applicable Laws governing the obtaining, inputting,storage, compilation, manipulation, access to and distribution of anyindividual or personal data and adequate systems and safeguards are in place tomonitor such compliance on an ongoing basis, as specified in Schedule3.15(o).

##  

## (p)           [RESERVED]

##  

## (q)           Exceptas set forth on Schedule 3.15(q), all content of each of the Websites iseither licensed to Seller by the owner of such content pursuant to a validlyexisting license agreement or owned by the Seller.

##  

## (r)            Neitherthis Agreement nor the transactions contemplated by this Agreement, includingthe assignment to Purchaser by operation of Law or otherwise of any Contractsto which the Seller is a party, will result in: (i)  Purchaser or Seller granting to any other Person any right toor with respect to any Intellectual Property owned by, or licensed to, any ofthem, (ii) Purchaser or Seller, being bound by, or subject to, anynon-competition or other restriction on the operation or scope of theirrespective businesses, or (iii) Purchaser or Seller being obligated to payany royalties or other amounts to any Person in excess of those payable by anyof them, respectively, in the absence of this Agreement or the transactionscontemplated by this Agreement.

##  

## (s)           TheSeller and each of its subsidiaries has taken all reasonable steps necessary toprotect the Seller’s or such subsidiaries’ rights in the TransferredIntellectual Property.  In each case inwhich the Seller has acquired any Transferred Intellectual Property from anythird party, Seller has obtained a valid and enforceable assignment sufficientto irrevocably transfer all rights in and to that Transferred IntellectualProperty (including the right to seek past and future damages with respectthereto) to the Seller, and to the maximum extent provided for by, and inaccordance with, applicable Laws, the Seller has recorded each of thoseassignments with the relevant governmental authorities, including the PTO orany respective equivalents in any jurisdiction. Neither Seller nor any of its subsidiaries have disclosed, or have anyobligation to disclose, to another Person any Trade Secrets of Seller relatingto the Transferred Business, except pursuant to an enforceable confidentialityagreement or undertaking, and no Person has materially breached any suchagreement or undertaking.

##  

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

##  

## 16

## 

##  

## (u)           Noneof the Transferred Intellectual Property was developed by or on behalf of, orusing grants or any other subsidies of, any governmental entity or anyuniversity.

##  

## 3.16         AssumedContracts.  Schedule 3.16 sets forth acorrect and complete list of the Assumed Contracts.  All Assumed Contracts are valid, binding andin full force and effect as to Seller. Each Assumed Contract is enforceable in accordance with its terms.  Neither Seller nor, to the Knowledge ofSeller, any other party thereto, is in breach or violation of, or default underthe terms of any such Assumed Contract. Seller has not received any notice or other communication (in writing orotherwise) regarding any actual, alleged, possible or potential violation orbreach of or default under any Assumed Contract.  None of the parties to any Assumed Contracthas given notice (written or oral) of its intent to terminate such AssumedContract and, to the Knowledge of the Seller, no party intends to terminate anyAssumed Contract prior to or following the consummation of theTransactions.  There have been noamendments or modification to the Assumed Contracts that could make any of theinformation disclosed herein inaccurate or incomplete.  Copies of all Assumed Contracts, includingany modifications and amendments thereto, have been provided to Purchaser bySeller.  Seller has either provided toPurchaser or made available for Purchaser’s review all Contracts entered intoin connection with the Transferred Business as conducted by Seller prior toClosing.

##  

## 3.17         Receivables.  Schedule 3.17sets forth a complete and accurate list of all Receivables, showing the amountsdue or paid as of the Closing Date and the name and contact information of theparty that has paid or shall pay such amount. All Receivables have arisen from lawful transactions in the ordinarycourse of business.  None of suchReceivables or any other debts, are or will as of the Closing Date be subjectto any counterclaim or set-off except to the extent of any such provision orreserve identified on Schedule 3.17. Except in the ordinary course of Seller’s business, Seller has notaccelerated or received early payment of any accounts or other Receivables ordelayed payment of any accounts or other payables.

##  

## 3.18         RESERVED.

##  

## 3.19         ParticipantLists. Seller has provided to Purchaser or made available for Purchaser’sreview true, correct and complete Participant Lists for each TransferredBusiness.

##  

## 3.20         RealProperty. Seller has not and does not currently own or lease any real property inconnection with the Transferred Business.

##  

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

##  

## 3.22         ExclusiveDealing. Other than in connection with the transactions contemplated by thisAgreement, neither Seller nor any of its respective financial advisors,attorneys, accountants or any other representatives has entered into anycurrently effective agreement, written or oral, involving the acquisition ofall or any portion of the Transferred Assets, or any other similar transactionor business combination involving the Transferred Business or the

##  

## 17

## 

##  

## Transferred Assets (an “**AcquisitionTransaction**”) or (b) signed a letter of intent to enter intoany Acquisition Transaction that has not expired.

##  

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

##  

## 3.24         Privacy.  Purchaseracknowledges that Seller has previously disclosed to it that Seller does nothave a written policy concerning procedures for protecting personallyidentifiable information nor does Seller have any data privacy or securitypolicies, privacy statements or privacy agreements (defined hereinbelow as a “**Privacy Policy**”). Purchaser further acknowledges that Sellerhas disclosed that Seller has neither sought nor received legal counsel regardingthe requirements of relevant Laws governing the protection of personallyidentifiable information. Purchaser agrees that any and all representations ofSeller contained in this section, therefore, are subject to such disclosure.

##  

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

 

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

 

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

 

(d)           A copy of the data privacyand security policies, privacy statements and privacy agreements, including,any such policies or statements applicable to its customers, users, employees,and persons with whom it may interact electronically through any website(including those Domain Names transferred in accordance with this Agreement) orotherwise (the “**Privacy Policy**”) of Sellerregarding the collection and use of information, including, without limitation,Customer Information**,** has beendelivered to Purchaser.  Except as setforth on Schedule 3.24, Seller’s Privacy Policy is a product of its owncreation and was not prepared or used by Seller in violation of any applicableLaw.  Except as set forth on Schedule3.24, Seller has not collected, received or used any Customer Information inviolation of its applicable Privacy Policy. Except as set forth on Schedule 3.24, Seller has security measures andsafeguards in place to protect the Customer Information from illegal orunauthorized access, download or use by its personnel or third parties, andfrom access, download or use by its personnel or third parties in a mannerviolative of applicable Laws or the applicable Privacy

 

18

----

 

Policy and, to the knowledge of Seller, no Person has gainedunauthorized access to or made any unauthorized use of any CustomerInformation.  Except as set forth onSchedule 3.24, Seller has adopted a written information security programdesigned to protect all Customer Information, copies of which have beenprovided to Purchaser.  Except as setforth on Schedule 3.24, there is no complaint, action, suit, proceeding orinvestigation pending or, to the Knowledge of Purchaser, threatened against orrelating to Purchaser at law or in equity, or before any Governmental Authorityarising out of or relating to the Privacy Policy.

 

(e)           Seller has not collected anypersonally identifiable information or other Customer Information from anythird parties that such party did not knowingly disclose, except as permittedby applicable Laws.

 

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

 

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

 

(h)           Except as set forth onSchedule 3.24, Seller is in compliance in all material respects with all Lawsapplicable to transfer of personally identifiable information and otherCustomer Information across national borders.

 

(i)            Seller does not use ordisclose to third parties any personally identifiable information or otherCustomer Information of customers except if the customer has consented to suchuse or disclosure or except as required by a Governmental Authority or byapplicable Laws.

 

## 3.25         Conditionof Tangible Assets.  All items of the Tangible Assets or any ofthem are in good operating condition and in good condition of maintenance andrepair, ordinary wear and tear excepted, and conform to all applicableordinances, rules, regulations and technical standards and all applicablebuilding, zoning laws and other Laws.

##  

## 3.26         FullDisclosure.

##  

## (a)           Noneof the documents executed, prepared or delivered in connection with theTransactions (the “**Transaction Documents**”)contain or will contain any untrue statement of material fact; and none of theTransaction Documents omits or will omit to state any fact necessary to makeany of the representations, warranties or other statements or informationcontained therein not misleading.

##  

## (b)           Exceptas set forth in the schedules hereto, there is no material fact that (i) mayhave an adverse effect on the Transferred Assets or the Transferred Business oron the ability of Seller to comply with or perform any covenant or obligationunder any of the 

 

19

----

 

## TransactionDocuments, or (ii) may have the effect of preventing, delaying, makingillegal or otherwise interfering with any of the Transactions.

##  

# **ARTICLE IVREPRESENTATIONS AND WARRANTIES OF PURCHASER**

# ** **

Purchaser represents and warrants to Selleras follows:

 

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

##  

## 4.2           AuthorityRelative to this Agreement.  Purchaser has the right, power and capacityto execute and deliver each certificate, agreement, document or otherinstrument to be executed and delivered by Purchaser in connection with theTransactions and to perform its obligations hereunder and thereunder and toconsummate the Transactions.  TheTransactions have been duly and validly authorized by all necessary corporateaction on the part of Purchaser.  ThisAgreement has been, and the other documents contemplated to be executed byPurchaser hereby will be as of the Closing, duly executed and delivered byPurchaser and constitute or will constitute the legal, valid and bindingobligation of Purchaser, enforceable against Purchaser in accordance with theterms hereof, except that such enforceability (a) may be limited bybankruptcy, insolvency, fraudulent transfer, reorganization, moratorium andother similar Laws of general applicability affecting or relating to theenforcement of creditors’ rights generally and (b) is subject to generalprinciples of equity, whether considered in a proceeding at Law or in equity.

##  

## 4.3           Consentsand Approvals; No Violations.  No filing or registration with, or notice to,and no Permit, authorization, consent or approval of, any GovernmentalAuthority or any other Person is necessary or required in connection with theexecution and delivery of this Agreement by Purchaser or for the consummationby Purchaser of the Transactions. Assuming that all filings, registrations, Permits, authorizations,consents and approvals contemplated by the immediately preceding sentence havebeen duly made or obtained, neither the execution or delivery of this Agreementby Purchaser nor the performance of this Agreement nor the consummation of theTransactions by Purchaser will (a)  conflict with or result in any breachof any provision of the respective Articles of Incorporation, Certificate ofIncorporation, Bylaws or other organizational documents of Purchaser, (b) result in a violation or breach of, or constitute (with or without due noticeor lapse of time or both) a default (or give rise to any right of termination,amendment, cancellation or acceleration) under, any of the terms, conditions orprovisions of any note, bond, mortgage, indenture, license, Contract or otherinstrument or obligation to which Purchaser is a party or by which Purchaser orany of the properties or assets of Purchaser may be bound or (c)  violateany order, writ, injunction, decree, statute, rule or regulationapplicable to Purchaser or any of the properties or assets of Purchaser, ineach case except to the extent that such conflict, default or violation wouldnot reasonably be expected to have a material adverse effect on Purchaser’sability to consummate the Transactions.

##  

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

##  

## 20

## 

##  

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

##  

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

##  

# **ARTICLE VADDITIONAL AGREEMENTS**

# ** **

## 5.1           Feesand Expenses.  Except as specifically set forth in thisAgreement, each Party shall bear its own expenses in connection with thenegotiation and execution of this Agreement and any other agreement, documentor form prepared or executed in connection with this Agreement, including allfees and expenses of its legal counsel, investment bankers, financial advisorsand accountants.

##  

## 5.2           PublicAnnouncements.  Prior to the Closing Date, Seller andPurchaser will consult with each other before issuing any press release orotherwise making any public statements with respect to the Transactions andshall not issue any such press release or make any such public statement priorto giving each Party a reasonable opportunity to review and comment on suchpress release or public statement. Notwithstanding the forgoing nothing contained herein shall impede orprevent the seller from complying with regulation FD promulgated under theSecurities and Exchange Act of 1934.

##  

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

##  

## 5.4           TaxMatters. Purchaser and Seller agree to furnish or cause to be furnished to eachother, and each at their own expense, as promptly as practicable, suchinformation (including access to books and records) and assistance, includingmaking employees available on a mutually convenient basis to provide additionalinformation and explanations of any material provided, relating to theTransferred Business and the Transferred Assets as is reasonably necessary forthe filing of any Return, for the preparation for any audit, and for theprosecution or defense of any claim, suit or proceeding relating to anyadjustment or proposed adjustment with respect to Taxes or any appraisal of theTransferred Business and the Transferred Assets.  Seller shall retain in its possession allReturns and tax records relating to the Transferred Business and theTransferred Assets that might be relevant to any taxable period ending on orprior to the Closing Date until the relevant statute of limitations hasexpired.  After such time, Seller maydispose of such materials, provided, that prior to such disposition Sellershall give Purchaser a reasonable opportunity to take possession of suchmaterials.  Purchaser shall retain in itpossession, and shall provide Seller reasonable access to (including the rightto make copies of), such supporting books and records and any other materialsthat Seller may specify with

##  

## 21

## 

##  

## respect to Tax matters relating to any taxable period endingon or prior to the Closing Date until the relevant statute of limitations hasexpired.

##  

## 5.5           SellerCommunications Program.

##  

## (a)           Asadditional consideration for the Transferred Assets, Vance PublishingCorporation, a New York corporation, the parent corporation of the Purchaser (“**Vance Publishing**”) agrees to provide to Seller, or to causeany of its Affiliates to provide to Seller, subject to customary terms andconditions of Vance Publishing or its Affiliates, as the case may be, duringeach of the three (3) successive 12 month periods commencing on ClosingDate, 2008 and ending on the third anniversary of the Closing Date, (i) one(1) full-page, four-color advertisement in each of the publicationsindicated in the chart below, and (ii) for the number of advertisementsper each such 12 month period for each publication as indicated in the chartbelow (collectively, the “**Publication****Advertising Rights**”):

 
| **Publication**       | ** ** | **Number of  Advertisements  Per Year** | ** ** | **Aggregate Consideration  Provided Over the 36  Month Period** | ** **   |
|-----------------------|------------|---------------------------------------------------|------------|------------------------------------------------------------------------------------------|--------------|
| Drovers               |       | 12                                                |       | $                                                                                        | 438,000.00   |   |
| Bovine Veterinarian   |       | 8                                                 |       | $                                                                                        | 131,000.00   |   |
| Pork                  |       | 10                                                |       | $                                                                                        | 290,000.00   |   |
| Dairy Herd Management |       | 12                                                |       | $                                                                                        | 423,000.00   |   |
| TOTAL                 |       |                                              |       | $                                                                                        | 1,282,000.00 |   |

 

Withthe written consent of Vance Publishing, Seller shall be entitled to receivesuch other services, including, without limitation, Platinum Partner status onCattleNetwork.com and AgNetwork.com, but only to the extent such status isoffered by Purchaser, offered by Vance Publishing or any of its Affiliates as asubstitute for the Publication Advertising Rights set forth above so long assuch services shall be of equal or lesser value than the PublicationAdvertising Rights.  The value of anysuch services, as agreed among the parties, shall reduce the Publication AdvertisingRights to which Seller otherwise would have been entitled dollar for dollarand, correspondingly, the number of advertisements to which Seller otherwisewould have been entitled.

 

## (b)           VancePublishing agrees to sell to Seller, or cause any of its Affiliates to sell toSeller, and Seller Agrees to purchase from Vance Publishing or any Affiliate ofVance Publishing, subject to standard pricing rates and customary terms andconditions, advertising space on the Websites or in any publication of Vance Publishingor any Affiliate of Vance Publishing; provided that Vance Publishing and itsAffiliates shall have no obligation to create or enlarge its advertising spaceor enlarge its publications or Websites to allow for any such advertising, itbeing agreed that this Section 5.5(b) shall only apply to remnantadvertising space in such publications and Websites (collectively, the “**Other Advertising Rights**” and together with the PublicationAdvertising Rights, the “**Advertising Rights**”).

##  

## 22

## 

##  

## (c)           Notwithstandinganything to the contrary in this Agreement or any other Transaction Document,Seller may not assign, transfer or convey any the Advertising Rights withoutthe prior written consent of Vance Publishing and Purchaser.

##  

## (d)           Purchasershall have the right to terminate its obligations under this Section 5.5effective upon delivery of written notice to Seller if (i) Seller, otherthan in connection with a Chapter 11 reorganization under the United StatesBankruptcy Code, makes an assignment for the benefit of creditors, or becomesbankrupt or insolvent, or is petitioned into bankruptcy, or takes advantage ofany state, federal or foreign bankruptcy or insolvency act, or if a receiver orreceiver/manager is appointed for all or any substantial part of its propertyand business and such receiver or receiver/manager remains undischarged for aperiod of 60 days or (ii) Seller engages in any Change of Controltransaction.

##  

## 5.6           [RESERVED]

##  

## 5.7           Non-CompetitionAgreement.

###  

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

###  

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

####  

#### (ii)           Solicit anycustomers, partners, sponsors, endorsers, advertisers, subscribers and otherparticipants in the Transferred Business for the purpose of conducting anyactivity in any industry in which the Transferred Business operates as of theClosing Date; or

####  

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

####  

#### 23

#### 

####  

#### withoutlimitation, any customers, partners, sponsors, endorsers, advertisers,subscribers and other participants in the Transferred Business, any business ormarketing plans or business strategies related to the Transferred Business orthe Transferred Assets.

####  

#### (iv)          For purposes ofthis Section 5.7, “competition” or “competitive” or “compete” or any ofthose terms or derivatives of those terms, shall have the meaning commonlyattributed to them in the industry in which the Transferred Business isoperated.

###  

### (b)           Intentions.  The agreements of this Section 5.7 shalleach be construed as an agreement independent of any other provisions in theAgreement.  It is not the intention ofany party to violate any public policy, statutory or common law.  If any sentence, paragraph, clause, orcombination of the same is determined to be in violation of law of the statejurisdiction where it is unlawful, and the remainder of such paragraph and thisAgreement shall remain binding upon the parties hereto.  If any portion of this Section 5.7 isheld to be unreasonable, arbitrary or against public policy, the provisions ofthis Article shall be considered divisible both as to time and as togeographical area; and each month of each year of the specified period shall bedeemed to be a separate period of time. In the event any tribunal determines the specified time period orgeographical area to be unreasonable, arbitrary or against public policy, alesser time period or geographical area to be unreasonable, arbitrary or againpublic policy, a lesser time period or geographical area which is determined tobe reasonable, non-arbitrary and not against public policy may be enforced.

###  

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

###  

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

###  

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

####  

#### (ii)           InjunctiveRelief.  The Restrained Partiesacknowledge and recognize that a violation of this Agreement will causeirreparable and substantial damage and harm to Purchaser and constitute afailure of consideration, and Purchaser will have no adequate remedy at law forsuch violation, and that Purchaser shall be entitled as a matter of right tospecific performance, a temporary restraining order and preliminary andpermanent injunction from a court of competent jurisdiction, retraining anyfurther such violation, all without having to post any bond, and which right to

 

24

----

 

#### injunctive reliefshall be cumulative and in addition to Purchaser’s right to damages at law asset forth in Section 5.7(d)(i).

####  

### (e)           Term Extension.  If any one or more of the Restrained Partiesmaterially breaches any provision of this Section 5.7, the SellerNon-Compete Term with respect to each materially breaching Restrained Partyshall be extended for the length of time during which such party is in breach,without the payment of any additional consideration by Purchaser, but in noevent shall the Seller Non-Compete Term extend beyond five (5) yearsfollowing the Closing Date.

###  

## 5.8           [RESERVED]

##  

## 5.9           Post-Closing ReceivablesReconciliation.

##  

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

##  

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

##  

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

##  

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

 

25

----

 

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

##  

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

##  

## 5.14     Additional Post-Closing Deliveries.

###  

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

 

# **ARTICLEVICONDITIONS PRECEDENT TO CONSUMMATION OF THE TRANSACTIONS**

# ** **

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

##  

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

###  

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

###  

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

 

26

----

 

### Seller’s conduct of business or ownership of Transferred Assetsnecessitates qualification, including, but not limited to, Colorado andMissouri.

###  

### (d)           An executed Agrileach License Agreement.

###  

### (e)           All Source Codes for the Agrileach Software.

###  

### (f)            An executed Bill of Sale.

###  

### (g)           An executed Trademark Assignment.

###  

### (h)           An executed Domain Name Assignment.

###  

### (i)            An executed Transition Services Agreement.

###  

### (j)            An executed Assignment and AssumptionAgreement.

###  

### (k)           Executed other Transaction Documents towhich Seller is a party.

###  

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

###  

### (m)          Executed agreements from each provider ofcontent to the Websites listed on Schedule 6.1(n) hereto in theform attached hereto as Exhibit H..

###  

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

###  

### (o)           Copies of all consents for Assumed Contractsor notices contemplated in Section 3.4 and other notices and consentsrequested by Purchaser in connection with the Transactions.

###  

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

###  

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

###  

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

###  

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

 

27

----

 

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

###  

### (b)           An executed Assignment and AssumptionAgreement.

###  

### (c)           Executed other Transaction Documents towhich Purchaser is a party.

###  

### (d)           The Purchase Price, as adjusted inaccordance with Section 2.3 hereof, and net of any amounts owed toPurchaser by Seller as provided herein.

 

# **ARTICLE VIISURVIVAL; INDEMNIFICATION**

# ** **

## 7.1           Survival of Representations andWarranties.

##  

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

###  

### (b)           All of the representations and warranties ofSeller contained in Sections 3.11 (with respect to Taxes), and all claims forindemnification with respect thereto, shall terminate seven years after theClosing Date (such seven year period, the “**AdditionalSurvival Period**”).

###  

### (c)           It is understood that in the event notice ofany claim for indemnification under this Agreement shall have been given (inaccordance with Section  7.5 hereof) within the applicable survivalperiod, the claims and rights to indemnification relating to such breaches ofrepresentations and warranties, covenants or agreements that are the subject ofsuch indemnification claim shall survive until such time as such claim isfinally resolved.

###  

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

 

28

----

 

### (a)           any breach or inaccuracy of anyrepresentation or warranty of Seller set forth in this Agreement or anyTransaction Documents;

###  

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

###  

### (c)           any liabilities of Seller other than theAssumed Liabilities, including, without limitation, any liability resultingfrom any content, including any third party or advertiser content (whetherprepared solely by such third party or advertiser or with the assistance ofSeller) on the Websites prior to the Closing Date;

###  

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

###  

### (e)           the operations of the Transferred Assets andthe Transferred Business prior to the Closing Date, including, but not limitedto, and any amounts owed to Seller Employees in connection with theiremployment by Seller and any representations or warranties made by Seller tothird parties.

###  

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

##  

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

###  

### (b)           the breach of or default in the performanceby Purchaser of any covenant, agreement or obligation to be performed byPurchaser pursuant to this Agreement or any Transaction Document to whichPurchaser is a party;

###  

### (c)           the Assumed Liabilities; or

###  

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

 

29

----

 

## 7.4           Reduction of Holdback Amount

##  

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

##  

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

##  

## 7.5           Indemnification Procedure.

##  

### (a)           If a Party intends to assert a PurchaserClaim or a Seller Claim (a Purchaser Claim or a Seller Claim being hereafterreferred to as an “**Indemnity Claim**”),the Party intending to assert an Indemnity Claim shall provide the Party fromwhom indemnification is sought with written notice of such Indemnity Claim inaccordance with Section 7.5(c) within 30 days after becoming aware ofthe facts giving rise to such Indemnity Claim. At the time the Indemnity Claim is made and thereafter, any Partyasserting the Indemnity Claim shall provide the Party against which theIndemnity Claim is asserted with copies of any materials in its possessiondescribing the facts or containing information providing the basis for theIndemnity Claim.  If the Indemnity Claiminvolves a claim by a third party (a “**ThirdParty Indemnity Claim**”), the Party against which the Third PartyIndemnity Claim is asserted may assume at its expense the defense of the claimby the third party, provided, that such Party against which the ThirdParty Indemnity Claim is asserted agrees in writing with respect to such ThirdParty Indemnity Claim that it is obligated hereunder to indemnify and hold anyParty asserting the Third Party Indemnity Claim harmless in accordance with theterms of this Article  VII; and provided, further, that theParty asserting the Third Party Indemnity Claim shall be entitled to participatein the defense of such claim at its own expense.  The failure of any Party against which theThird Party Indemnity Claim is asserted to assume the defense of any such claimshall not affect any indemnification obligation under this Agreement.

###  

### (b)           No indemnified party (an “**Indemnified Party**”) may settle orcompromise any claim or consent to the entry of any judgment with respect towhich indemnification is being sought hereunder without the prior writtenconsent of the party from whom indemnification is being sought (an “**Indemnifying Party**”), unless (i) theIndemnifying Party fails to assume and maintain the defense of such claimpursuant to this Article VII and (ii) such settlement, compromise orconsent includes and unconditional release of the Indemnifying Party and itsofficers, directors, employees and Affiliates from all liability arising out ofsuch claim.  An Indemnifying Party maynot, without the prior written consent of the Indemnified Party, settle or compromiseany claim or consent to the entry of any judgment with respect to whichindemnification is being sought hereunder unless (x) such settlement,compromise or consent includes an unconditional release of the IndemnifiedParty and its officers, directors, employees and Affiliates from all liabilityarising out of such claim, (y) does not contain any admission or statementsuggesting any wrongdoing or liability on behalf of the Indemnified Party and (z) doesnot contain any equitable order, judgment or term that in any

 

30

----

 

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

###  

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

###  

# **ARTICLE VIIIMISCELLANEOUS**

# ** **

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

##  

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

 

if to Purchaser:

 
| CattleNetwork, LLC               |
|----------------------------------|
| c/o Vance Publishing Corporation |
| 400 Knightsbridge Parkway        |
| Lincolnshire, IL 60069           |
| Attention:                       | Peggy Walker |
| Telephone:             | (847) 634-2600 |
| Telecopy:                        | (847) 634-4353 |

 

with a copy to:

 
| Wildman, Harrold, Allen & Dixon LLP |
|----------------------------------------------|
| 225 West Wacker Drive, Suite 2800       |
| Chicago, IL 60606-1229                       |
| Attention:                                   | Jeffrey P. Gray |
| Telephone:                         | (312) 201-2557 |
| Telecopy:                                    | (312) 416-4491 |

 

if to Seller:

 

Integrated Management Information, Inc.

221 Wilcox Street, Suite A

Castle Rock, CO  80104

 

31

----

 

Attention:  John Saunders

Telephone: 303-895-3002

Telecopy: 720-221-0411

 

With a copy to:

 
| Gougér Franzmann & Hooke, LLC |
|---------------------------------------------|
| 400 Inverness Parkway, Suite 250       |
| Englewood, Colorado 80112                   |
| Attention:                                  | Sara J. Streight |
| Telephone:                             |  (720) 266-1040 |
| Facsimile:                                  |   (720) 266-1041 |

 

And:

 

Vanderkam & Associates

1301 Travis, Suite 1200

Houston, Texas  77002

Attention:   Hank Vanderkam

Telephone:  719-547-8900

Facsimile:    713-547-8910

 

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

 

## 8.3           Governing Law.  ThisAgreement shall be governed by and construed in accordance with the Laws of theState of Illinois regardless of the Laws that might otherwise govern underapplicable principles of conflicts of Laws thereof.

##  

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

##  

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

##  

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

 

32

----

 

## 8.7           Execution of this Agreement. This Agreement may be executed in two or more counterparts, each ofwhich shall be deemed to be an original, but all of which shall constitute oneand the same agreement.  The exchange ofcopies of this Agreement and of signature pages by facsimile transmissionshall constitute effective execution and delivery of this Agreement as to theParties and may be used in lieu of the original Agreement for allpurposes.  Signatures of the Partiestransmitted by facsimile shall be deemed to be their original signatures forall purposes.

##  

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

##  

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

##  

## 8.10         Amendments.  This Agreementmay not be changed orally, but only by an agreement in writing signed by all ofthe parties hereto.

##  

## 8.10         Joint Preparation. This Agreement has been prepared by the joint efforts of the respectiveattorneys to each of the parties.  Noprovision of this Agreement shall be construed on the basis that such party wasthe author of such provision.

##  

**[SIGNATUREPAGE FOLLOWS]**

 

33

----

 

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

 

 
| ** ** | **INTEGRATED MANAGEMENT  INFORMATION, INC.**                                   |
|------------|--------------------------------------------------------------------------------|
| ** ** | ** **                                                                     |
| ** ** | ** **                                                                     |
|       | By:                                                                  | /s/ John Saunders |
|       |                                                                           | Name: John Saunders |
|       |                                                                           | Title: Chief Executive Officer |
|       |                                                                           |   |
|       |                                                                           |   |
| ** ** | **CATTLENETWORK, LLC**                                                         |
| ** ** | ** **                                                                     |
|       |                                                                           |   |
|       | By:                                                                  | /s/ John Saunders |
|       |                                                                           | Name: John Saunders |
|       |                                                                           | Title: Chief Executive Officer |
|       |                                                                           |   |
|       |                                                                           |   |
| ** ** | **VANCE PUBLISHING CORPORATION**                                               |
|       | Solely and exclusively in connection with  Section 5.5 of this Agreement. |
|       |                                                                           |   |
|       |                                                                           |   |
|       | By:                                                                  | /s/ Peggy Walker |
|       |                                                                           | Name: Peggy Walker |
|       |                                                                           | Title: President |

 

----