ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

          This ASSET PURCHASE AGREEMENT , dated as of February 1, 2007, is entered into by and among Theatre Direct NY, Inc., a Delaware corporation (“ Purchaser ”), Showtix, LLC, a New York limited liability company (“ Seller ”), and each of the members of Seller (collectively, the “ Members ”). Terms used herein and not otherwise defined shall have the meanings set forth in Section 1.1 hereof.

W I T N E S S E T H:

           WHEREAS , Seller is a full-service, licensed theatre sales agency engaged in the business of selling theatre tickets for Broadway and Off/Broadway performances to groups (the “ Business ”);

           WHEREAS , Seller desires to sell, transfer and assign to Purchaser or its designated Affiliate or Affiliates, and Purchaser desires to (or to cause its designated Affiliate or Affiliates to) acquire and assume from Seller, all of the Purchased Assets and Assumed Liabilities, all as more specifically provided herein; and

           WHEREAS , the Members own 100% of the outstanding membership interests in Seller;

           NOW , THEREFORE , in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

     1.1 Certain Definitions .

          For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1 :

          “ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “ control ” (including the terms “ controlled by ” and “ under common control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

          “ Business Day ” means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

          “ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

          “ Code ” means the Internal Revenue Code of 1986, as amended.

          “ Contract ” means any contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, license, commitment or other arrangement, understanding or undertaking, commitment or obligation, whether written or oral.

          “ Documents ” means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, budgets, forecasts, ledgers, journals, title policies, lists of past, present and/or prospective customers, supplier lists, regulatory filings, operating data and plans, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), marketing documentation (sales brochures, flyers, pamphlets, web pages, etc.), and other similar materials related to the Business and the Purchased Assets, in each case whether or not in electronic form.

          “ Employee ” means all individuals (including common law employees, independent contractors and individual consultants), as of the date hereof, who are employed or engaged by Seller or the Subsidiaries in connection with the Business, together with individuals who are hired in respect of the Business after the date hereof.

          “ ERISA ” means the Employment Retirement Income Security Act of 1974, as amended.

          “ Excluded Contracts ” means each of the Contracts listed on Schedule 1.1(a) hereto.

          “ Former Employee ” means all individuals (including common law employees, independent contractors and individual consultants) who were employed or engaged by Seller or in connection with the Business but who are no longer so employed or engaged on the date hereof.

          “ Furniture and Equipment ” means all furniture, fixtures, furnishings, equipment, vehicles, leasehold improvements, and other tangible personal property owned or used by Seller in the conduct of the Business, including all artwork, desks, chairs, tables, Hardware, copiers, telephone lines and numbers, telecopy machines and other telecommunication equipment, cubicles and miscellaneous office furnishings and supplies.

          “ GAAP ” means generally accepted accounting principles in the United States as of the date hereof.

          “ Governmental Body ” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal, state, or local, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

          “ Hardware ” means any and all computer and computer-related hardware, including, but not limited to, computers, file servers, facsimile servers, scanners, color printers, laser printers and networks.

          “ Indebtedness ” of any Person means, without duplication, (i) the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (if any), unpaid fees or expenses and other monetary obligations in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (ii) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities arising in the Ordinary Course of Business) (other than the current liability portion of any indebtedness for borrowed money); (iii) all obligations of such Person under leases required to be capitalized in accordance with GAAP; (iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction; (v) all obligations of such Person under interest rate or currency swap transactions (valued at the termination value thereof); (vi) the liquidation value, accrued and unpaid dividends and prepayment or redemption premiums and penalties (if any), unpaid fees or expense and other monetary obligations in respect of any and all redeemable preferred stock of such Person; (vii) all obligations of the type referred to in clauses (i) through (vi) of any Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations; and (viii) all obligations of the type referred to in clauses (i) through (vii) of other Persons secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person).

          “ Intellectual Property ” means all right, title and interest in or relating to intellectual property, whether protected, created or arising under the laws of the United States or any other jurisdiction, including: (i) all patents and applications therefor, including all continuations, divisionals, and continuations-in-part thereof and patents issuing thereon, along with all reissues, reexaminations and extensions thereof (collectively, “ Patents ”); (ii) all trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, corporate names, trade styles, logos and other source or business identifiers and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, along with all applications, registrations, renewals and extensions thereof (collectively, “ Marks ”); (iii) all Internet domain names; (iv) all copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith, along with all reversions, extensions and renewals thereof (collectively, “ Copyrights ”); (iv) trade secrets (“ Trade Secrets ”); (v) customer lists; (vi) all other intellectual property rights arising from or relating to Technology, and (vii) all Contracts granting any right relating to or under the foregoing.

          “ Intellectual Property Licenses ” means (i) any grant by the Seller to another Person of any right relating to or under the Purchased Intellectual Property and (ii) any grant by another Person to Seller of any right relating to or under any third Person’s Intellectual Property.

          “ IRS ” means the United States Internal Revenue Service and, to the extent relevant, the United States Department of Treasury.

          “ Knowledge of Seller ” means, as to a particular fact or matter, the knowledge of Patricia Daily acting in a reasonable manner and after reasonable inquiry in the course of performing her duties.

          “ Law ” means any foreign, federal, state or local law (including common law), statute, code, ordinance, rule, regulation, Order or other requirement.

          “ Legal Proceeding ” means any judicial, administrative or arbitral actions, suits, mediations, investigations, inquiries, proceedings or claims (including counterclaims) by or before a Governmental Body.

          “ Liability ” means any debt, loss, damage, adverse claim, fines, penalities, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured, determined or determinable, disputed or undisputed, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise), and including all costs and expenses relating thereto (including all fees, disbursements and expenses of legal counsel, experts, engineers and consultants and costs of investigation).

          “ Lien ” means any lien, encumbrance, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude, proxy, voting trust or agreement, transfer restriction under any shareholder or similar agreement, encumbrance or any other restriction or limitation whatsoever.

          “ Material Adverse Effect ” means a material adverse effect on: (i) the historical or near-term or long-term projected business, assets, properties, results of operations or condition (financial or otherwise) of Seller or of the Business; (ii) the value of the Purchased Assets or a material increase in the amount of Assumed Liabilities; or (iii) a material adverse effect on the ability of Seller to consummate the transactions contemplated by this Agreement or perform their obligations under this Agreement or the Seller Documents.

          “ Order ” means any order, injunction, judgment, doctrine, decree, ruling, writ, assessment or arbitration award of a Governmental Body.

          “ Ordinary Course of Business ” means the ordinary and usual course of normal day-to-day operations of the Business, as conducted by Seller, through the date hereof consistent with past practice.

          “ Permits ” means any approvals, authorizations, consents, licenses, permits or certificates of a Governmental Body.

          “ Permitted Exceptions ” means: (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of title insurance that have been delivered to Purchaser; (ii) statutory liens for current Taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by

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appropriate proceedings, provided an appropriate reserve has been established therefor in the Financial Statements in accordance with GAAP; (iii) mechanics’, carriers’, workers’ and repairers’ Liens arising or incurred in the Ordinary Course of Business that are not material to the business, operations and financial condition of the Seller Property so encumbered and that are not resulting from a breach, default or violation by Seller of any Contract or Law; and (iv) zoning, entitlement and other land use and environmental regulations by any Governmental Body, provided , that such regulations have not been violated.

          “ Person ” means any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.

          “ Purchased Contracts ” means each of the Contracts listed on Schedule 1.1(b) hereto.

          “ Purchased Intellectual Property ” means all Intellectual Property owned by Seller related to or used in connection with the Business.

          “ Purchased Technology ” means all Technology owned by Seller related to or used in connection with the Business.

          “ SEC ” means the United States Securities and Exchange Commission.

          “ Software ” means any and all: (i) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code; (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; and (iv) all documentation, including user manuals and other training documentation related to any of the foregoing.

          “ Subsidiary ” means any Person of which (i) a majority of the outstanding share capital, voting securities or other equity interests are owned, directly or indirectly, by Seller or (ii) Seller is entitled, directly or indirectly, to appoint a majority of the board of directors or managers or comparable supervisory body of such Person.

          “ Tax ” or “ Taxes ” means (i) any and all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever; (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Taxing Authority in connection with any item described in clause (i); and (iii) any liability in respect of any items described in clauses (i) and/or (ii) payable by reason of Contract, assumption, transferee liability, operation of law, Treasury Regulation section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under law) or otherwise.

          “ Taxing Authority ” means the IRS and any other Governmental Body responsible for the administration of any Tax.

          “ Tax Return ” means any return, report or statement required to be filed with respect to any Tax (including any elections, declarations, schedules or attachments thereto, and any amendment thereof), including any information return, claim for refund, amended return or declaration of estimated Tax, and including, where permitted or required, combined, consolidated or unitary returns for any group of entities that includes Seller, any of the Subsidiaries, or any of their Affiliates.

          “ Technology ” means, collectively, all Software, information, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein, and all related technology, that are used in, incorporated in, embodied in, displayed by or relate to, or are used in connection with the foregoing.

          “ WARN ” means the Worker Adjustment and Retraining Notification Act of 1988, as amended, and the rules and regulations promulgated thereunder.

     1.2 Other Definitional and Interpretive Matters .

          (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

               (i)  Calculation of Time Period . When calculating the period of time before which, within which or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

               (ii)  Dollars . Any reference in this Agreement to $ shall mean U.S. dollars.

               (iii)  Exhibits/Schedules . The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

               (iv)  Gender and Number . Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.

               (v)  Headings . The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Section” are to the corresponding Section of this Agreement unless otherwise specified.

               (vi)  Herein . The words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

               (vii)  Including . The word “ including ” or any variation thereof means (unless the context of its usage requires otherwise) “including, but not limited to,” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

          (b) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

ARTICLE II

PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES

     2.1 Purchase and Sale of Assets . On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall, or shall cause its designated Affiliate or Affiliates to, purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser or its designated Affiliate or Affiliates, all of Seller’s right, title and interest in, to and under the Purchased Assets, free and clear of all Liens except for Permitted Exceptions. “ Purchased Assets ” shall mean all of the business, assets, properties, contractual rights, goodwill, going concern value, rights and claims of Seller related to the Business, wherever situated and of whatever kind and nature, real or personal, tangible or intangible, whether or not reflected on the books and records of Seller (other than the Excluded Assets), including each of the following assets:

          (a) all cash and cash equivalents in an amount equal to the value of the Assumed Liabilities;

          (b) all accounts receivable of Seller;

          (c) all inventory used or intended to be used primarily in connection with the Business;

          (d) all tangible personal property used or intended to be used primarily in connection with the Business, including Furniture and Equipment, other than such tangible personal property which is an Excluded Asset;

          (e) all deposits (including customer deposits and security for rent, electricity, telephone or otherwise) and prepaid charges and expenses, including any prepaid rent, of Seller;

          (f) all rights of Seller under each Owned Property and Real Property Lease, together with all improvements, fixtures and other appurtenances thereto and rights in respect thereof;

          (g) the Purchased Intellectual Property and the Purchased Technology;

          (h) all rights of Seller and the Subsidiaries under the Purchased Contracts including all claims or causes of action with respect to the Purchased Contracts;

          (i) all Documents that are related to the Business, including Documents relating to products, services, marketing, advertising, promotional materials, Purchased Intellectual Property, personnel files for Transferred Employees and all files, customer files and documents (including credit information), supplier lists, records, literature and correspondence, but excluding personnel files for Employees of Seller who are not Transferred Employees; provided , that Seller may retain an archival copy of all Documents (including Purchased Contracts), but Seller and its Affiliates shall not use such archival copies for any purposes other than as an archive;

          (j) all assets of any trust attributable to Employees and Former Employees in connection with any Employee Benefit Plan;

          (k) all third-party property and casualty insurance proceeds, and all rights to third-party property and casualty insurance proceeds, in each case to the extent received or receivable in respect of the Business; and

          (l) all goodwill and other intangible assets associated with the Business, including the goodwill associated with the Purchased Intellectual Property.

     2.2 Excluded Assets . Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Purchaser, and Seller shall retain all right, title and interest to, in and under the Excluded Assets. “ Excluded Assets ” shall mean each of the following assets:

          (a) all cash and cash equivalents in excess of the value of the Assumed Liabilities;

          (b) the Excluded Contracts;

          (c) any and all rights with respect to Seller’s investment in Spelling Bee LP;

          (d) all minute books, organizational documents, stock registers and such other books and records of Seller or any Subsidiary as pertain to ownership, organization or existence of Seller and each Subsidiary and duplicate copies of such records as are necessary to enable Seller and the Subsidiaries to file tax returns and reports;

          (e) all documents or records prepared in connection with the sale of the Business to Purchaser that do not otherwise have to do with the conduct of the Business in the ordinary course; and

          (f) income tax records relating to the Business.

     2.3 Assumption of Liabilities . On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall (or shall cause its designated Affiliate or Affiliates to) assume, effective as of the Closing Date (and shall be deemed to have been assumed as of the Closing without any further action being taken by Seller), and subsequently, in due course, will pay, honor and discharge all of the following liabilities of Seller and the Subsidiaries, whether actual or contingent (collectively, the “ Assumed Liabilities ”):

          (a) all Liabilities of Seller and the Subsidiaries under the Purchased Contracts that arise out of or relate to the period from and after the Closing Date; and

          (b) all Liabilities of Seller as of the Closing Date for the fulfillment of ticket orders in respect of which the Company has already received full payment.

          2.4 Excluded Liabilities . Purchaser will not assume or be liable for any Excluded Liabilities. Seller shall timely perform, satisfy and discharge in accordance with their respective terms all Excluded Liabilities. “ Excluded Liabilities ” shall mean all Liabilities of Seller arising out of, relating to or otherwise in respect of the Business on or before the Closing Date and all other Liabilities of Seller other than the Assumed Liabilities, including the following Liabilities:

          (a) all Liabilities in respect of any products sold and/or services performed by Seller on or before the Closing Date;

          (b) except to the extent specifically provided in Article VIII , all Liabilities arising out of, relating to or with respect to (i) the employment or performance of services, or termination of employment or services by Seller or any of its Affiliates of any individual on or before the Closing Date, (ii) workers’ compensation claims against Seller that relate to the period on or before the Closing Date, irrespective of whether such claims are made prior to or after the Closing or (iii) any Employee Benefit Plan;

          (c) all Liabilities arising out of, under or in connection with Contracts that are not Purchased Contracts and, with respect to Purchased Contracts, Liabilities in respect of a breach by or default of Seller accruing under such Contracts with respect to any period prior to Closing;

          (d) all Liabilities arising out of, under or in connection with any Indebtedness of Seller; and

          (e) all Liabilities for (i) Seller’s share of Transfer Taxes, (ii) Taxes of Seller, (iii) Taxes that relate to the Purchased Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date, including, without limitation, Taxes allocable to Seller pursuant to Section 11.2 , and (iv) payments under any Tax allocation, sharing or similar agreement (whether oral or written).

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     2.5 Further Conveyances and Assumptions; Consent of Third Parties .

          (a) From time to time following the Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and the Seller Documents and to assure fully to Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Seller Agreements, and to otherwise make effective the transactions contemplated hereby and thereby.

          (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent or waiver of a third party or a Governmental Body or is cancelable by a third party in the event of an assignment (“ Nonassignable Assets ”) unless and until such consent or waiver shall have been obtained. Seller shall, and shall cause its Affiliates to, use its best efforts to cooperate with Purchaser at its request in endeavoring to obtain such consents or waivers promptly. To the extent permitted by applicable Law, in the event consents to, or waivers of, the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the applicable Affiliate of Seller in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in Seller’s or such Affiliate’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take or cause to be taken at Seller’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Affiliate of Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Nonassignable Assets.

     2.6 Purchase Price Allocation . The Total Consideration shall be allocated among the Purchased Assets as set forth on Schedule 2.6 hereof (the “ Asset Acquisition Statement ”). Purchaser and Seller agree to report the purchase of the Purchased Assets for Tax purposes in accordance with the allocations set forth on the Asset Acquisition Statement, except as may be otherwise required by changes in applicable Law (subject to purchase price adjustments, if any, mutually agreed upon in writing) and not to take any actions inconsistent with such allocations on any of their respective tax returns. Purchaser and Seller shall each timely file a Form 8594 with the IRS in accordance with the requirements of Section 1060 of the Code.

     2.7 Bulk-Sales Laws . Purchaser hereby waives compliance by Seller and the Subsidiaries with the requirements and provisions of any “bulk-transfer” Laws of any

jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Purchaser; provided , however , that the Seller agrees (a) to pay and discharge when due or to contest or litigate all claims of creditors which are asserted against Purchaser or the Purchased Assets by reason of such noncompliance, (b) to indemnify, defend and hold harmless Purchaser from and against any and all such claims in the manner provided in Article XI and (c) to take promptly all necessary action to remove any Lien which is placed on the Purchased Assets by reason of such noncompliance. Any “bulk-transfer” Law that addresses Taxes shall be governed by Article XI and not by this Section 2.7 .

     2.8 Right to Control Payment . Purchaser shall have the right, but not the obligation, to make any payment due from Seller with respect to any Excluded Liabilities which are not paid by Seller within ten Business Days following written request for payment from Purchaser; provided , however , that if Seller advises Purchaser in writing during such ten Business Day period that a good faith payment dispute exists or Seller has valid defenses to non-payment with respect to such Excluded Liability, then Purchaser shall not have the right to pay such Excluded Liability. Seller agrees to reimburse Purchaser promptly and in any event within five Business Days following written notice of such payment by Purchaser for the amount of any payment made by Purchaser pursuant to this Section 2.8 .

     2.9 Proration of Certain Expenses . Subject to Section 11.2 with respect to Taxes, all rents and other payments (including any prepaid amounts) due under the Real Property Leases and any other leases constituting part of the Purchased Assets shall be prorated between Seller, on the one hand, and Purchaser, on the other hand, as of the Closing Date. Seller shall be responsible for all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other payments of any kind accruing during any period under the Real Property Leases or any such other leases up to and including the Closing Date. Purchaser shall be responsible for all such rents, charges and other payments accruing during any period under the Real Property Leases or any such other leases after the Closing Date. Purchaser shall pay the full amount of any invoices received by it and shall submit a request for reimbursement to Seller for Seller’s share of such expenses and Seller shall pay the full amount of any invoices received by it and Purchaser shall reimburse Seller for Purchaser’s share of such expenses.

     2.10 Receivables . From and after the Closing Date, Seller shall provide reasonable assistance to Purchaser in the collection of accounts receivable. If Seller or any of the Subsidiaries shall receive payment after the Closing Date in respect of accounts receivable that are included in the Purchased Assets, then Seller shall promptly forward such payment to Purchaser.

ARTICLE III

CONSIDERATION

     3.1 Consideration . The aggregate consideration for the Purchased Assets (collectively, the “ Total Consideration ”) shall be (i) the assumption of the Assumed Liabilities, (ii) the contingent cash payments provided for in Section 3.2 hereof and (iii) the following payments to Seller (the “ Purchase Price ”):

          (a) Cash Payment . On the Closing Date, Purchaser shall deliver to the Seller, by official bank check or wire transfer of immediately available funds to an account specified by Seller in writing at least three Business Days prior to Closing, a cash amount equal to (i) the sum of Two Million Six Hundred Thousand US Dollars ($2,600,000.00) (the “ Cash Value ”) and (ii) the total amount of any Advance Ticket Purchases (as defined below) made by the Seller as of the Closing Date, at the Seller’s cost for such Advance Ticket Purchases as reflected in the Seller’s books and records. For the purposes hereof, “ Advance Ticket Purchases ” means any (A) ticket purchases made by the Seller that are represented as unsold inventory on the balance sheet of the Seller as of the Closing Date and (B) advances made by the Seller on behalf of clients for ticket purchases.

          (b) Advance Ticket Purchases . For the purposes of determining the total amount of Advance Ticket Purchases, Seller shall, at least five (5) days prior to the Closing Date, prepare and deliver to Purchaser an estimated balance sheet for the Business as of the Closing Date (the “ Estimated Closing Date Balance Sheet ”) and an estimated calculation of the Advance Ticket Purchases as of the Closing Date, each prepared in accordance with GAAP. Seller shall also provide Purchaser with copies of all work papers and other documents and data as was used to prepare the Estimated Closing Date Balance Sheet.

          (c) Closing Date Balance Sheet . As soon as practicable but not later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a final balance sheet for the Business as of the Closing Date (the “ Closing Date Balance Sheet ”) and a final calculation of the Advance Ticket Purchases as of the Closing Date, each prepared in accordance with GAAP. Purchaser shall also provide Seller with copies of all work papers and other documents and data as was used to prepare the Closing Date Balance Sheet. If the final amount of Advance Ticket Purchases calculated by Purchaser as of the Closing Date is less than the cash amount paid to Seller in accordance with Section 3.1(a)(ii) above, then the difference shall be paid by Seller to Purchaser in cash within ten (10) Business Days of Purchaser’s delivery of the Closing Date Balance Sheet to Seller; provided , however , if Seller notifies Purchaser of its disagreement with the Closing Date Balance Sheet in accordance with Section 3.1(c) below, then the difference, as may be adjusted by the Purchaser and Seller in the course of resolving such disagreement), shall be paid by Seller to Purchaser in cash within ten (10) Business Days of the final resolution of such disagreement.

          (d) Dispute Resolution. If Seller disagrees with the Closing Date Balance Sheet, Seller shall notify Purchaser in writing of such disagreement within ten (10) Business Days after receipt by Seller of a copy of the Closing Date Balance Sheet, which notice shall describe the nature of any such dispute in reasonable detail, identify the specific items involved and the dollar amount of each such disagreement and provide reasonable supporting documentation for each such disagreement. During such ten (10) Business Day period, Seller shall have reasonable access to any documents, schedules or work papers used in the preparation of the Closing Date Balance Sheet. Purchaser and Seller agree to negotiate in good faith to resolve any such disagreement. If Purchaser and Seller are unable to resolve all disagreements within fifteen (15) calendar days after delivery to Purchaser of written notice of such disagreements, then such disagreement may be submitted by either party for final and binding resolution to a nationally recognized accounting firm to resolve such disagreements (the “ Accounting Arbitrator ”). The Accounting Arbitrator will only consider those items of

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