ASSET PURCHASE AGREEMENT

1.01    Definitions .

The following terms, as used herein, have the following meanings:

2.01    Purchase and Sale . On the terms and subject to the conditions of this Agreement, Seller and Parent, as the case may be, shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller and Parent, as the case may be, on the Closing Date, any and all right, title and interest of Seller or Parent, as the case may be, in and to any and all of the tangible and intangible assets of the Business (other than the Excluded Assets (as defined below)), including, without limitation, (a) the Intellectual Property, Content, Assumed Contracts and the Web site and (b) any images, customer lists, subscriber lists, prospect lists, e-mail lists, accounts receivable, traffic statistics and reports related primarily to the Business as of the Closing, including, without limitation, such items set forth on Schedule 2.01 (“ Purchased Assets ”), wherever such Purchased Assets may be located.

2.02    Excluded Assets . Buyer expressly understands and agrees that all assets, properties and rights of Seller or Parent not related primarily to the Business, including, but not limited to, those assets, properties and rights of Seller or Parent set forth on Schedule 2.02 (the “ Excluded Assets ”) shall be excluded from the Purchased Assets, including, without limitation, the following (to the extent not related primarily to the Business):

(i)    all cash and cash equivalents (including all bank accounts), marketable securities and prepaid expenses;

(ii)    all intercompany receivables, if any;

(iii)    all corporate records (including minute books and stock ledgers), tax returns and financial records except to the extent related to the Business or Purchased Assets;

(iv)    any Permits which may not be transferred without the consent, novation, waiver or approval of a third person or entity and for which such consent, novation, waiver or approval has not been obtained;

(v)    all insurance policies;

(vi)    any refunds, credits, prepayments or overpayments with respect to Taxes paid or accrued by Seller or Parent; and

(vii)    all assets of any Employee Plans and Benefit Arrangements.

2.03    Assumption of Liabilities . On the Closing Date, Buyer shall assume and agree to perform all the obligations of Seller or Parent, as the case may be, pursuant to the Assumed Contracts (other than liabilities or obligations attributable to any failure by Seller or Parent to comply with the terms thereof) or arising from the operation of the Business after the Closing (except for any Excluded Liabilities), including, without limitation, the deferred subscription liability set forth on Schedule 2.03 , but only to the extent such obligations pursuant to the Assumed Contracts relate to periods after the Closing Date (the “ Assumed Liabilities ”).

2.04    Excluded Liabilities . Buyer shall not assume any liabilities, other than the Assumed Liabilities including, without limitation, the following:

(i)    any obligation or liability for Tax of Parent or Seller or any member of any consolidated, affiliated, combined or unitary group of which Seller is or has been a member, including any Taxes arising from the operation of the Business or ownership of Purchased Assets on or prior to the Closing Date; provided, however that Apportioned Obligations shall be paid in the manner set forth in Section 5.06;

(ii)    any liabilities or obligations under any Employee Plans or Benefit Arrangements including, without limitation, bonus and accrued vacation for the Transferred Employees;

(iii)    any liabilities arising prior to the Closing Date under Assumed Contracts included in the Purchased Assets except the deferred subscription liability set forth on Schedule 2.03 , which shall be an Assumed Liability;

(iv)    any liabilities or obligations for continued health care coverage for any employees or other qualified beneficiaries under Code Section 4980B (“ COBRA ”) who have a qualifying COBRA event on or prior to the Closing Date;

(v)    any liability or obligation relating to any action, suit, arbitration, investigation or proceeding pending against the Business or with respect to the Purchased Assets on or prior to the Closing Date; and

(vi)    any liability or obligation relating to an Excluded Asset.

2.05    Assignment of Assumed Contracts and Rights . Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer, Parent or Seller thereunder. Parent and Seller will use their commercially reasonable efforts (but without any payment of money by Parent, Seller or Buyer) to obtain the consent of the other parties to the assignment of any such Purchased Asset or claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would materially and adversely affect the rights of Buyer thereunder so that Buyer would not in fact receive all such rights, Parent, Seller and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including, without limitation, subcontracting, sub-licensing, or subleasing to Buyer, or under which Parent or Seller would enforce for the benefit of Buyer, with Buyer assuming either Parent’s or Seller’s obligations, any and all rights of Parent or Seller against a third party thereto. Parent or Seller, as the case may be, will promptly pay to Buyer when received all monies received by Parent or Seller under any Purchased Asset or any claim or right or any benefit arising thereunder, except to the extent the same represents an Excluded Asset. Notwithstanding the foregoing, to the extent that such rights and benefits have not been provided to Buyer by alternate arrangements satisfactory to Buyer, in its sole discretion, Buyer, Parent and Seller shall negotiate in good faith for a downward adjustment to the Purchase Price paid by Buyer for the Purchased Assets.

2.06    Purchase Price; Allocation of Purchase Price .

(a)    The purchase price for the Purchased Assets (the “ Purchase Price ”) shall be nine million three hundred and fifty thousand dollars ($9,350,000) (“ Cash Purchase Price ”) and the assumption of the Assumed Liabilities. The Cash Purchase Price shall be paid as follows: (i) eight million four hundred and fifteen thousand dollars ($8,415,000) upon Closing; and (ii) nine hundred and thirty-five thousand ($935,000) (“ Escrow Amount ”) shall be paid to the Escrow Agent on Closing and held in escrow in accordance with the Escrow Agreement.

(b)    As soon as practicable after the Closing, Buyer shall deliver to Seller a statement (the “ Allocation Statement ”), allocating the Purchase Price (less those Assumed Liabilities not required to be taken into account under Section 1060 of the Code) among the Purchased Assets in accordance with Section 1060 of the Code. If within ten days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within twenty days. In the event that Buyer and Seller are unable to resolve such dispute within twenty days, Buyer and Seller shall jointly retain a nationally recognized accounting firm (the “ Accounting Referee ”) to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by Buyer and Seller.

(c)    Seller and Buyer agree to (i) be bound by the Allocation Statement and (ii) act in accordance with the Allocation Statement in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing).

2.07    Closing . The closing (the “ Closing ”) of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place at the offices of Buyer, 23 Old Kings Highway South, Darien, CT 06820 on the date hereof (the “ Closing Date ”).

3.01    Organization and Qualification . Each of Parent and Seller has been duly organized and is validly existing and in good standing under the laws of its respective jurisdiction of incorporation and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

3.02    Corporate Authorization . The execution, delivery and performance by Parent or Seller of this Agreement and each of the Ancillary Agreements to which it is a party, and the consummation by Parent and Seller of the transactions contemplated hereby and thereby are within Parent’s or Seller’s respective corporate powers and have been duly authorized by all necessary corporate action on the part of Seller or Parent, as the case may be. This Agreement and each of the Ancillary Agreements to which either Parent or Seller is a party have been duly executed and delivered by Parent or Seller, as the case may be, and constitute valid and binding agreements of Seller and Parent, as the case may be, enforceable against Seller or Parent, as the case may be, in accordance with their respective terms.

3.03    Non-Contravention . The execution, delivery and performance by Parent or Seller of this Agreement and each of the Ancillary Agreements to which Seller or Parent is a party do not and will not: (i) contravene or conflict with the corporate charter or bylaws of Parent or Seller; (ii) contravene or conflict with or constitute a violation of any provision of any law or regulation, judgment, injunction, order or decree binding upon or applicable to Parent, Seller, the Business or the Purchased Assets; or (iii) result in the creation or imposition of any Lien on any Purchased Asset, other than Permitted Liens.

3.04    Required Consents . Schedule 3.04 sets forth each Assumed Contract or Permit requiring a consent, waiver, authorization or approval as a result of the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby (each such consent, a “ Required Consent ”).

3.05    Absence of Certain Changes . Since July 31, 2005, Seller and Parent have conducted the Business in the ordinary course consistent with past practices, and, except as set forth on Schedule 3.05 hereto:

(a)    neither Parent nor Seller has entered into any material transaction or incurred any material liability or obligation with respect to the Business or the Purchased Assets other than in the ordinary course of business consistent with past practice; and

(b)    there has not been any material adverse change in the Purchased Assets or the condition (financial or otherwise) of the Business.

3.06    Personal Property .

(a)    As of the date hereof, the Purchased Assets include, but are not limited to, all of the personal property used primarily in the Business, including, without limitation, any machinery, equipment, furniture, inventory, servers, computers, software, spare and replacement parts, trade fixtures and fixed assets.

(b)    As of the date hereof, the equipment included in the Purchased Assets has no material defects, is in good operating condition and repair, has been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted) and is suitable for its present uses in connection with the Business.

(c)    No Purchased Asset is subject to any Lien, except for the following (collectively, the “ Permitted Liens ”):

(i)    liens for Taxes not yet due and payable or being contested in good faith;

(ii)    liens for inchoate mechanics’ and materialmen’s liens for construction in progress and workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of the Business; or

(iii)    liens and imperfections of title the existence of which would not materially adversely affect the use of the property subject thereto.

3.07    Sufficiency of Purchased Assets; Operation of Business . The Purchased Assets, together with the rights provided under the Ancillary Agreements, constitute, and on the Closing Date will constitute, all of the assets, properties and rights necessary, and are sufficient, to conduct the Business in all material respects as currently conducted by Seller or Parent.

3.08    Title to Purchased Assets . Upon consummation of the transactions contemplated hereby, Buyer will have acquired good and marketable title in and to, or a valid leasehold interest in (to the extent not owned by Parent or Seller prior to the Closing Date), each of the Purchased Assets, free and clear of all Liens, except for Permitted Liens.

3.09    Litigation . There is no action, suit, arbitration, investigation or proceeding pending against or, to Seller’s or Parent’s Knowledge, threatened against or affecting the Business or any Purchased Asset before any court or arbitrator or any governmental body, agency or official.

3.10    Contracts .

(a)    Except for the Contracts disclosed in Schedule 3.10 , neither Parent nor Seller is a party to or subject to any of the following Contracts:

(i)    any real property lease;

(ii)    any contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by Parent or Seller or pursuant to which in the last year Parent or Seller paid in the aggregate $15,000 or more;

(iii)    any sales, distribution or other similar agreement providing for the sale by Parent or Seller of materials, supplies, goods, services, equipment or other assets that provides for annual payments to Parent or Seller of, or pursuant to which in the last year either Parent or Seller or any Affiliate thereof received in the aggregate, $15,000 or more;

(iv)    any partnership, joint venture or other similar contract arrangement or agreement;

(v)    any contract relating to indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by an asset) entered into other than in the ordinary course of business consistent with past practices;

(vi)    any material license agreement, franchise agreement or agreement in respect of similar rights granted to or held by Parent or Seller;

(vii)    any agency, dealer, sales representative or other similar agreement;

(viii)    any agreement, contract or commitment that substantially limits the freedom of Parent or Seller to compete in any line of business including, without limitation, the Business, or with any Person or in any area or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Purchased Asset or that would so limit the freedom of Buyer after the Closing Date;

(ix)    any image production, work for hire or similar image or content production agreement; or

(x)    any other contract not made in the ordinary course of business consistent with past practice which is material to the Business and relates primarily to the Purchased Assets.

(b)    Each Contract required to be disclosed pursuant to Section 3.10 is a valid and binding agreement of Seller or Parent, as the case may be, and is in full force and effect, and neither Seller nor Parent, nor to the Knowledge of Seller or Parent, is any other party thereto in default in any material respect under the terms of any such Contract, nor, to the Knowledge of Seller or Parent, has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any material event of default thereunder.

3.11    Licenses and Permits . Seller possesses all material permits, licenses and approvals necessary or used primarily in order to carry on the Business or own the Purchased Assets (the “ Permits ”). Schedule 3.11 hereto sets forth all Permits. Except as set forth on Schedule 3.11 hereto, Seller is in compliance in all material respects with all Permits; there are no proceedings pending or, to the Knowledge of Seller and Parent, threatened, to revoke, suspend, cancel or modify any Permit and all such Permits may be assigned to Buyer as contemplated hereby without the consent of the issuing authority.

3.12    Compliance with Laws . Seller is not in violation in any respect of any material applicable law, regulation, ordinance, order or any other requirement of any governmental body or court (including, without limitation, matters relating to securities, loans, employment and improper payments), and no notice has been received by Parent or Seller or any of their respective officers or directors alleging any such violation.

3.13    Receivables . All accounts, notes receivable and other receivables included in the Purchased Assets