ASSET PURCHASE AGREEMENT

1.1     Certain Definitions .

                   (a)   The following terms, when used in this Agreement, shall have the respective meanings ascribed to them below:

“ Action ” means any claim, action, suit, inquiry, hearing, investigation or other proceeding.

“ Additional Consideration ” has the meaning set forth in Section 2.4(b).

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with, such Person.  For purposes of this definition, “ Control ” (including, with correlative meanings, 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 or policies of a Person, whether through the ownership of stock, as trustee or executor, by Contract or credit arrangement or otherwise.

“ Agreement ” has the meaning set forth in the preamble hereto.

“ Ancillary Agreements ” means, collectively, the Bill of Sale and General Assignment, the Assumption Agreement, the Trademark Assignment, the Copyright Assignment, the Domain Name Assignment and the Non-Compete Agreements.

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

“ Assigned Contracts ” has the meaning set forth in Section 2.1(a).

“ Assumed Liabilities ” has the meaning set forth in Section 2.3(a).

“ Assumption Agreement ” has the meaning set forth in Section 3.2(e).

“ Benefit Plan ” means any Plan established or to which contributions have at any time been made by a Seller or any predecessor thereof, under which any employee, former employee or director of a Seller, or any beneficiary thereof, is covered, is eligible for coverage or has benefit rights in respect of service to a Seller.

“ Bill of Sale ” has the meaning set forth in Section 3.2(d).

“ Board ” means the Board of Directors of each Seller, respectively.

“ Business ” has the meaning set forth in the recitals hereto.

“ Business Day ” means any day other than Saturday, Sunday or any day on which banks in New York, New York are required or authorized to be closed.

“ Cash Purchase Consideration ” means $500,000.

“ Claim Notice ” means written notification pursuant to Section 9.2(a) of a Third-Party Claim as to which indemnity pursuant to Section 9.1 is sought by an Indemnified Party, enclosing a copy of all papers served, if any, and specifying the nature of and basis for such Third-Party Claim and for the Indemnified Party’s claim against the Indemnifying Party under Section 9.1, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of the Indemnified Party’s Losses in respect of such Third-Party Claim.

“ Closing ” has the meaning set forth in Section 3.1.

“ Closing Date ” has the meaning set forth in Section 3.1.

“ COBRA ” has the meaning set forth in Section 4.17.

“ Code ” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“ Common Stock ” means Kidville’s common stock, par value $0.001 per share.

“ Content ” means any text, images, video, audio (including music used in time relation with text, images or video), data, products, services, advertisements, promotions, links, banners, signage, applets, pointers, technology and Software.

“ Contract ” means any agreement, Lease, debenture, note, bond, evidence of Indebtedness, mortgage, indenture, security agreement, option or other contract or commitment (whether written or oral).

“ Copyright Assignment ” has the meaning set forth in Section 3.2(h).

“ Dispute Notice ” means a written notice provided by any party against which indemnification is sought pursuant to Section 9.1 to the effect that such party disputes its indemnification obligation under this Agreement.

“ Dispute Period ” means the period ending thirty calendar days following receipt by an Indemnifying Party of either a Claim Notice or an Indemnity Notice.

“ Domain Name Assignment ” has the meaning set forth in Section 3.2(f).

“ Employees ” has the meaning set forth in Section 4.18(b).

“ Environment ” means all air, surface water, groundwater or land (including land surface or subsurface) including all fish, wildlife and biota and all other natural resources.

“ Environmental Law ” means any and all Laws, Orders or Contracts with any Governmental Entity, relating to the protection of health and the Environment, worker health and safety, and/or governing the handling, use, generation, treatment, storage, transportation, disposal, manufacture, distribution, formulation, packaging, labeling or Release of any Hazardous Materials.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ ERISA Affiliate ” means any Person who is or was a member of a controlled group (within the meaning of section 412(n)(6)(B) of the Code) that includes, or at any time included, a Seller or any of its respective predecessors.

“ Exchange Act ” has the meaning set forth in Section 4.2.

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

“ Financial Statements ” has the meaning set forth in Section 4.5(a).

“ Franchise Agreement ” means, with respect to the Sellers, a Contract detailing the rights and obligations of a franchisor of the Concept.

 “ FTC Disclosures ” shall have the meaning set forth in Section 4.28(a).

“ GAAP ” means United States generally accepted accounting principles as in effect from time to time, consistently applied throughout the specified period and all prior comparable periods.

“ Governmental Entity ” means any government or political subdivision thereof, whether foreign or domestic, federal, state, provincial, county, local, municipal or regional, or any other governmental entity, any agency, authority, department, division or instrumentality of any such government, political subdivision or other governmental entity, any court, arbitral tribunal or arbitrator, and any nongovernmental regulating body to the extent that the rules, regulations or orders of such body have the force of Law.

“ Hazardous Material ” means petroleum, petroleum hydrocarbons or petroleum products, petroleum by-products, radioactive materials, asbestos or asbestos-containing materials, gasoline, diesel fuel, pesticides, radon, urea formaldehyde, lead or lead-containing materials, polychlorinated biphenyls and any other chemicals, materials, substances or wastes in any amount or concentration which are now or hereafter become defined as or included in the definition of “hazardous substances,” “hazardous materials,” “hazardous wastes,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “pollutants,” “regulated substances,” “solid wastes” or “contaminants” or words of similar import under any Environmental Law.

“ Indebtedness ” means, with respect to any Person:  (i) all obligations, whether or not contingent, of such Person for borrowed money (including reimbursement and all other obligations with respect to surety bonds, letters of credit and bankers’ acceptances, whether or not matured), (ii) all obligations of such Person evidenced by notes, bonds, debentures, capitalized leases or similar instruments, (iii) all obligations of such Person representing the balance of deferred purchase price of property or services, (iv) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (v) all indebtedness created or arising under any conditional sale or other title retention Contract with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such Contract in the event of default are limited to repossession or sale of such property), (vi) all indebtedness secured by any Lien on any property or asset owned or held by such Person regardless of whether the indebtedness secured thereby shall have been assumed by such Person or is non-recourse to the credit of such Person, and (vii) all indebtedness referred to in the immediately preceding clauses (i) through (vi) of any other Person that is guaranteed, directly or indirectly, by such Person.

“ Indemnified Party ” means any Person claiming indemnification under any provision of Article IX.

“ Indemnifying Party ” means any Person against whom a claim for indemnification is being asserted under any provision of Article IX.

“ Indemnity and Offset Escrowed Securities ” has the meaning set forth in Section 2.4(c).

“ Indemnity Notice ” means written notification pursuant to Section 9.2(b) of a claim for indemnification under Article IX by an Indemnified Party, specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of the Indemnified Party’s Losses in respect of such claim.

“ Independent Accounting Firm ” means (i) an independent certified public accounting firm in the United States of international recognition mutually acceptable to the Sellers and the Purchaser or (ii) if the Sellers and the Purchaser are unable to agree on such a firm, then each of the Purchaser and the Sellers shall select one such firm and those two firms shall select a third firm, which third firm shall be the “Independent Accounting Firm”.

“ Intellectual Property ” means:  all (i) discoveries and inventions (whether patentable or unpatentable and whether or not reduced to practice), patents, patent applications (either filed or in preparation for filing) and statutory invention registrations, including reissues, divisions, continuations, continuations in part, extensions and reexaminations thereof, all rights therein provided by international treaties or conventions, and all improvements thereto, (ii) trademarks, service marks, trade dress, logos, trade names, corporate names, and other source identifiers (whether or not registered) including all common law rights, and registrations and applications for registration (either filed or in preparation for filing) thereof, all rights therein provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing, (iii) Internet Rights and all Content embodied in all World Wide Web sites and World Wide Web pages found at URLs containing such Internet Rights, (iv) all copyrightable works, copyrights (whether or not registered) and registrations and applications for registration thereof, all rights therein provided by international treaties or conventions, and all extensions and renewals of any of the foregoing, (v) confidential and proprietary information, trade secrets, know-how (whether patentable or unpatentable and whether or not reduced to practice), processes and techniques, and research and development information, ideas, technical data, designs, drawings and specifications, (vi) Software and Technology, (vii) coded values, formats, data (including data collected from, through or otherwise by means of the Internet Rights or the Internet) and historical or current databases, in each case whether or not copyrightable, (viii) other proprietary rights relating to any item described in the immediately preceding clauses (i) through (vii), including associated goodwill, remedies against infringements thereof and rights of protection of an interest therein under the Laws of all jurisdictions, and (ix) copies and tangible embodiments of any item described in the immediately preceding clauses (i) through (viii).

“ Internet Rights ” has the meaning set forth in Section 4.14(d).

“ Inventory ” has the meaning set forth in Section 2.1(j).

“ Kidville ” has the meaning set forth in the preamble hereto.

“ Knowledge ” means the actual or constructive knowledge after due inquiry of Robinson.

“ Laws ” means all laws, statutes, rules, regulations, ordinances and other pronouncements having the effect of law of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Entity.

“ Lease ” means all oral and written leases, subleases and other use and occupancy agreements (and any amendments, renewals, supplements, modifications or extensions thereto), in each case affecting or relating to real property under which either Seller is a party or to which any of its property is bound.

“ Liability ” means all Indebtedness, obligations and other liabilities of a Person, whether absolute, accrued, contingent, fixed or otherwise, and whether due or to become due.

“ License Agreement ” has the meaning set forth in Section 3.2(k).

“ Lien ” means any mortgage, pledge, assessment, security interest, lease, lien, adverse claim, levy, charge or other encumbrance of any kind, whether voluntary or involuntary (including any conditional sale Contract, title retention Contract or Contract committing to grant any of the foregoing).

“ Loss ” means any and all damages, fines, fees, penalties, deficiencies, losses and expenses (including all interest, court costs, fees and reasonable expenses of attorneys, accountants and other experts or other expenses of litigation or other proceedings or of any claim, default or assessment or pursuit of rights to indemnification).

“ Material Adverse Effect ” means any material adverse effect on the condition (financial or otherwise), operations, business, prospects, assets or results of operations of a Person.

“ Non-Compete Agreements ” has the meaning set forth in Section 3.2(j).

“ Non-Disclosure Agreement ” means that certain letter agreement dated September 24, 2008 between Kidville and the Sellers.

“ Options ” means all issued and outstanding options and warrants to purchase Common Stock.

“ Order ” means any writ, judgment, decree, injunction or similar order of any Governmental Entity (in each case whether preliminary or final).

“ Performance Escrowed Securities ” has the meaning set forth in Section 2.4(d).

“ Performance Goals ” has the meaning set forth in Section 2.4(d).

“ Permits ” means all permits, licenses, franchises, exceptions, registrations, certificates, approvals, consents or other similar authorizations affecting, or relating in any way to, the Assets or the Business.

“ Permitted Liens ” means (i) any Lien for Taxes which are not yet due or delinquent, or which are being contested in good faith by appropriate proceedings and, if so contested, for which adequate reserves have been established in accordance with GAAP, (ii) any minor imperfection of title, easement, right of way or similar Lien as normally exists with respect to property similar in character to the property affected thereby and which, individually or in the aggregate with other such Liens, does not impair the value or marketability of the property subject to such Lien or materially interfere with the use of such property in the conduct of the Business and which does not secure obligations for borrowed money and (iii) Liens imposed by any Law, such as mechanic’s, materialman’s, landlord’s, warehouseman’s and carrier’s Liens, securing obligations incurred in the ordinary course of business consistent with past practice which are not yet overdue or which are being diligently contested in good faith by appropriate proceedings and, with respect to such obligations which are being contested, for which a Seller has established adequate reserves in accordance with GAAP.

“ Person ” means any individual, general or limited partnership, limited liability company, corporation, association, joint stock company, trust, estate, joint venture, unincorporated organization, Governmental Entity or any other entity of any kind.

“ Plan ” means any bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, stock purchase, stock option, stock ownership, stock appreciation rights, phantom stock, leave of absence, layoff, vacation, day or dependent care, legal services, cafeteria, life, health, accident, disability, workmen’s compensation or other insurance, severance, separation or other employee benefit plan, practice, policy or arrangement of any kind, whether written or oral, or whether for the benefit of a single individual or more than one individual, including any “employee benefit plan” within the meaning of Section 3(3) of ERISA (whether or not subject thereto).

“ Purchase Consideration ” means the Cash Purchase Consideration and Shares, subject to adjustment pursuant to Sections 2.4(c) and 2.4(d).

“ Purchaser ” has the meaning set forth in the preamble hereto.

“ Recipients ” has the meaning set forth in Section 6.10.

“ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of a Hazardous Material into the Environment.

“ Representatives ” means, with respect to any Person, the directors, officers, employees, counsel, accountants and other authorized representatives of such Person.

“ Resolution Period ” means the period ending thirty days following receipt by an Indemnified Party of a Dispute Notice.

“ Retained Liabilities ” has the meaning set forth in Section 2.3(b).

“ Robinson ” has the meaning set forth in the preamble hereto.

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ Securities Act ”   means the Securities Act of 1933, as amended.

“ Seller ” and “ Sellers ” have the meaning set forth in the preamble hereto.

“ Shares ” means the 2,000,000 shares of Common Stock comprising a portion of the Purchase Consideration, subject to adjustment pursuant to Sections 2.4(c) and 2.4(d).

“ Site ” means any real property currently or previously owned, leased or operated by the Sellers or any of its or their predecessors, including all soil, subsoil, surface water and groundwater thereat.

“ Software ” means all computer software, including source code, object code, machine-readable code, HTML, program listings, comments, user interfaces, menus, buttons and icons, and all files, data, manuals, design notes and other items and documentation related thereto or associated therewith.

“ Stockholder ” has the meaning set forth in the preamble hereto.

“ Stockholder Approval ” means the approval and authorization by the Sellers’ stockholders of the transactions contemplated hereby and by the Ancillary Agreements as required under the California Corporations Code and the Sellers’ certificates of incorporation and bylaws.

“ Subsidiary ” means, with respect to any Person, any corporation, partnership, limited liability company, joint venture or other legal entity of any kind of which such Person (either alone or through or together with one or more of its other Subsidiaries), owns, directly or indirectly, 50% or more of the stock or other equity interests the holders of which are (i) generally entitled to vote for the election of the board of directors or other governing body of such legal entity or (ii) generally entitled to share in the profits or capital of such legal entity.

“ Tax Returns ” means all returns and reports (including elections, claims, declarations, disclosures, schedules, estimates, computations and information returns) required to be supplied to a Tax authority in any jurisdiction relating to Taxes.

“ Taxes ” means all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severance, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any nature whatsoever together with all interest, penalties, fines and additions to tax imposed with respect to such amounts and any interest in respect of such penalties and additions to tax.

“ Taxing Authority ” means any governmental agency, board, bureau, body, department or authority of any United States federal, state or local jurisdiction or any foreign jurisdiction, having or purporting to exercise jurisdiction with respect to any Tax.

“ Technology ” means the plans, designs, research data, inventions (whether patentable or unpatentable and whether or not reduced to practice), trade secrets and other proprietary know-how, recipes, formulae and manufacturing production and processes, techniques, operating manuals, drawings, technology, manuals, data, records, procedures, research and development records, supplier lists, pricing and cost information, business and marketing plans and proposals, and all licenses or other rights to use any technical information, know-how and trademarks of others developed for the Business, used or held for use in connection with the Business or necessary to conduct the Business.

“ Territorial Rights ” shall have the meaning set forth in Section 4.28(j).

“ Third-Party Claim ” has the meaning set forth in Section 9.2(a).

“ Trademark Assignment ” has the meaning set forth in Section 3.2(g).

“ Transaction Proposals ” has the meaning set forth in Section 6.6.

“ Transfer Taxes ” means sales, use, value added, excise, registration, documentary, stamp, transfer, real property transfer, recording, gains, stock transfer and other similar Taxes and fees.

“ Transferred Employees ” has the meaning set forth in Section 6.7(a).

“ Unearned Revenues ” has the meaning set forth in Section 2.1(j).

(b)   Construction .  For purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires:  (i) words using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders, (ii) references herein to “Articles,” “Sections,” “subsections” and other subdivisions without reference to a document are to the specified Articles, Sections, subsections and other subdivisions of this Agreement, (iii) a reference to a subsection without further reference to a Section is a reference to such subsection as contained in the same Section in which the reference appears, and this rule shall also apply to other subdivisions within a Section or subsection, (iv) the words “herein,” “hereof,” “hereunder,” “hereby” and other words of similar import refer to this Agreement as a whole and not to any particular provision, (v) the words “include,” “includes” and “including” are deemed to be followed by the phrase “without limitation” and (vi) all accounting terms used and not expressly defined herein have the respective meanings given to them under GAAP.

2.1     Purchase and Sale of Assets .  Upon the terms and conditions set forth in this Agreement, and in consideration of the payment by the Purchaser of the Purchase Consideration and the assumption by the Purchaser of the Assumed Liabilities, the Sellers shall each sell, convey, transfer, assign, grant and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, at the Closing, all of the Sellers’ right, title and interest in and to the Concept and all assets and properties of every kind, nature, character and description (whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, which either have been created in connection with the Concept or are operated, owned, leased, used or held for use by either Seller in connection with the Concept, other than the Excluded Assets (collectively, the “ Assets ”), free and clear of all Liens, other than the Permitted Liens.  The Assets include all of the Sellers’ right, title and interest in and to the following:

(a)   all Contracts and their associated intangible rights related to the Concept, including, but not limited to, author, producer, contributor and work-made-for-hire Contracts, Software development Contracts, Software licenses, site licenses, performance licenses, Franchise Agreements, author permissions and other similar Contracts, license, sub-license, subsidiary rights and translation rights Contracts (including all compensation for subsidiary rights payable to a Seller after the Closing Date), distribution agreements, art and photography agreements and licenses, and vendor, printing and supply agreements, and all Contracts set forth on Schedule 2.1(a) (collectively, the “ Assigned Contracts ”);

(b)   all original and digital artwork, film plates, film, camera-ready copy, master tapes, CD-ROM masters, source code, documentation, archived materials, files (in both electronic and hard copy format) and other reproductive materials related to the Concept, including all Software embodied in the Concept or currently being developed by or on behalf of either Seller for use in connection with the Concept, illustrations and any other Content and any revisions or revision plans thereof in print or digital form;

(c)   all sales, support and promotional materials, advertising materials and production and marketing files and records, in each case related to the Concept;

(d)   all customer lists and credit records, adoption lists or similar records of all sales and potential sales of the Concept, editorial, sales, promotion, royalty, manufacturing, production and permissions and rights files and records, and all other files and records related to the Concept;

(e)   all Intellectual Property related to the Concept or the Business;

(f)   all manuscripts relating to the Business;

(g)   all prepaid expenses and advances paid by the Sellers prior to the Closing Date in respect of the Concept;

(h)   all production equipment, instruments, furniture and office products, computer hardware and other similar fixed and tangible assets;

(i)   all real property leased by the Sellers;

(j)   the entire inventory of the Sellers, including, but not limited to, all assembled and salable or otherwise useable inventory of, all sample materials, all materials and supplies, all work in process relating to the Concept, whether located at either Sellers’ or third-party facilities (collectively, the “ Inventory ”);

(k)   all research data concerning historic and current research and development efforts related to the Concept;

(l)   all cash, commercial paper, certificates of deposit, bank deposits, treasury bills and other cash equivalents relating to unearned fees and other revenues relating to advanced sales of classes, parties, memberships and franchise sales, as set forth on Schedule 2.1(l) above (the “ Unearned Revenues ”).

(m)   any other assets, properties or rights of either Seller related to the Concept, including JWT Kids’ 51% limited liability company membership interest in Kids Rock, LLC, a California limited liability company except to the extent identified herein as an Excluded Asset.

2.2     Excluded Assets .  Notwithstanding anything in this Agreement to the contrary, the following assets and properties of the Sellers (the “ Excluded Assets ”) shall be excluded from, and shall not constitute, Assets:   

(a)   cash, commercial paper, certificates of deposit, bank deposits, treasury bills and other cash equivalents, other than Unearned Revenues;

(b)   all insurance policies relating to the operation of the Business;

(c)   all of the Sellers’ right, title and interest in and to those items set forth on Schedule 2.2 ;

(d)   all assets owned or held by any Benefit Plan;

(e)   all receivables with respect to Business for goods sold and shipped or services performed prior to the Closing Date; provided, however, in the event Purchaser shall receive any payments due Sellers with respect to the foregoing, Purchaser shall promptly pay over to Sellers such receivables received and, provided, further, the Sellers hereby acknowledge that Purchaser shall not be legally responsible to Sellers for the collection of any such receivables;

(f)   all real property owned by the Sellers;

(g)   the corporate minute books and stock transfer books of the Sellers; and

(h)   all of the Sellers’ right, title and interest in and to this Agreement.

2.3     Assumed and Retained Liabilities .

(a)   Assumed Liabilities .  The Purchaser shall assume and discharge when due all obligations (A) of the Sellers under the Assigned Contracts arising and to be performed on or after the Closing Date, other than (i) any such obligations arising as a result of default by either Seller or its or their agents or Affiliates occurring prior to the Closing Date and (ii) royalty obligations and licensing fees with respect to the Business accruing prior to the Closing; and (B)  arising from the conduct of the Business after the Closing Date (collectively, the “ Assumed Liabilities ”).  In particular, and not by way of limitation, Purchaser and Purchaser’s Affiliates will honor all of Sellers’ existing franchise agreements as well as the “protected territories” as may be set forth therein.

(b)   Retained Liabilities .  Except as expressly provided in Section 2.3(a), the Purchaser assumes no Liabilities relating to the Business, the Assets or the Sellers.  All such Liabilities, including without limitation Liabilities of any kind with respect to employees, compensation, Plans, current or long-term debt, accrued interest, Taxes (including any Taxes that may arise from the execution of this Agreement or the consummation of the transactions contemplated hereby), royalty obligations and licensing fees accruing prior to the Closing, Actions, and claims for injuries to Persons or property or damages to the Environment (collectively, the “ Retained Liabilities ”), are, and shall at all times remain, the Liabilities of the Sellers.  The Sellers hereby covenant to discharge in full in a timely manner all of the Retained Liabilities; provided , however , that nothing contained herein shall prevent the Sellers from contesting in good faith any of the Retained Liabilities against any third party so long as such contest does not result in a claim of liability or Lien against the Purchaser or any of its assets and properties.

2.4     Purchase Consideration; Additional Consideration; Holdbacks; Right of Offset; Allocation .  

(a)   Purchase Consideration .

(i)   Payment of the Cash Purchase Price .  The Purchaser shall pay the Cash Purchase Price at the Closing by wire transfer of immediately available funds to the Sellers as set forth in Schedule 2.4(a).

(ii)   Issuance of the Shares .  At the Closing, Kidville shall deliver to Sellers, as set forth in Schedule 2.4(a), one or more stock certificates representing the Shares to be received by Sellers at Closing, or, in the alternative, a copy of an irrevocable letter of instruction from Kidville to its transfer agent concerning the issuance and delivery of stock certificates representing the Shares to be received by Sellers at Closing.

(b)   Additional Consideration . JWT Kids shall have the opportunity to earn additional consideration (“ Additional Consideration ”) based upon the international franchise fees earned by Purchaser relating directly to franchising the Concept following the Closing Date, as follows:

(i)   Purchaser shall pay to JWT Kids fifty percent (50%) of international franchise fees actually received by Purchaser in connection with the Concept (1) during the 4-month period immediately following the Closing Date as it relates to the following franchisee candidates: Matrix Interactive and Catherine Morgan in China, and Jignesh Ved in Dubai; and (2) during the 3-month period immediately following the Closing Date for all other international franchise fees.

(ii)   Purchaser shall pay to JWT Kids seven and one-half percent (7.5%) of international franchise fees actually received by Purchaser in connection with the Concept during the 18-month period commencing immediately following the expiration of the 4-month period described in Section 2.4(b)(i) above.

(c)   Indemnification and Offset Holdback .  As security for the Sellers’ (i) indemnification obligations under Article IX and (ii) obligations pursuant to Section 6.13, Purchaser shall hold back ten percent (10.0%) of the Shares to be issued at Closing (the “ Indemnity and Offset Escrowed Securities ”).  The Indemnity and Offset Escrowed Securities shall be held in escrow pursuant to an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”) and released in accordance with the terms thereof on the date that is 12 months after the Closing Date, except with respect to a number of such Indemnity and Offset Escrowed Securities, as applicable, reasonably determined to be necessary to satisfy any (i) written claim made pursuant to Article IX and/or (ii) any customer returns, rebates or refunds relating to products sold and shipped or services performed or to be performed by Sellers prior to the Closing Date in accordance with Section 6.13 hereto prior to such release date, which securities shall be held pursuant to the terms hereof until such claim is fully and finally resolved.

(d)   Performance Holdback .   500,000 of the Shares to be issued at Closing (the “ Performance Escrowed Securities ”) shall be held in escrow pursuant to the Escrow Agreement and released in accordance with the terms thereof on the date that is 12 months after the Closing Date subject to the Business having earlier achieved the domestic and international sales and financial goals set forth on Schedule 2.4(d) (the “ Performance Goals ”).  Failure of the Business to satisfy the Performance Goals shall result in cancellation of some or all of the Performance Escrowed Shares by the Purchaser, in accordance with Schedule 2.4(d).

(e)   Right of Offset .  The Purchaser shall have the right to offset against the   Additional Consideration, Indemnity and Offset Escrowed Securities, the Performance Escrowed Securities, or both, and any amounts due and owing to the Purchaser by the Sellers pursuant to this Agreement or any Ancillary Agreement.

(f)   Allocation .  The sum of the Purchase Consideration and the amount of the Assumed Liabilities shall be allocated among the Assets and the non-competition covenant set forth in Section 6.15(a) pursuant to the joint agreement of the Sellers and the Purchaser prior to the Closing.  Such allocation shall be done in accordance with Section 1060 of the Code.  The Sellers and the Purchaser shall each report federal, state, local and other Tax consequences of the purchase and sale contemplated hereby (including the filing of Internal Revenue Service Form 8594) in a manner consistent with such allocation, and neither of them shall take any

position in any Tax Return, or other filing, proceeding or audit or otherwise inconsistent with such allocation.

2.5     Third Party Consents .  To the extent that any of the Assets is not assignable without the consent, waiver or approval of another Person and such consent, waiver or approval has not been obtained before or at the Closing, this Agreement shall not constitute an assignment or an attempted assignment of such Asset by either Seller or an assumption or an attempted assumption of such Asset by the Purchaser.  The Sellers shall use their best efforts to obtain such consents, waivers and approvals as soon as practicable following the date hereof and the Purchaser shall cooperate with and assist the Sellers to this end; provided , however , that the Sellers shall take no action to seek such consent, waiver or approval without prior consultation with or approval by the Purchaser and the Purchaser shall not be required to pay any sums in connection therewith.  If any such consent, waiver or approval shall not be obtained (including Carmel Valley and Point Loma leases), then the Sellers shall cooperate with the Purchaser in any reasonable arrangement designed to provide the Purchaser with the benefits intended to be assigned to the Purchaser with respect to the underlying Asset, including in the case of any Asset that is a Contract, enforcement for the account of the Purchaser of any and all rights of the Sellers against any other party to such Contract arising out of the breach, nonfulfillment or cancellation thereof by such other party or otherwise.

3.1     Closing .  The closing of the transactions contemplated hereby (the “ Closing ”) shall take place at Sellers’ offices at 312 South Cedros Avenue, Suite 329, Solana Beach, California 92075 (and may be conducted by mail or overnight delivery if the parties so elect, as long as all required deliveries are made to on or before the Closing Date), commencing at 10:00 a.m. P.S.T., on the first Business Day immediately following the satisfaction or waiver of all conditions to the obligations of the parties hereto set forth in Article VII or such other place or date as the parties hereto may mutually determine in writing (the day on which the Closing takes place being the “ Closing Date ”).

3.2     Delivery of Items by the Sellers .  The Sellers shall deliver to the Purchaser at the Closing the items listed below:

(a)   a certificate, duly executed by the Secretary of each the Seller, certifying (i) the satisfaction of the conditions set forth in Section 7.1(d) and copies of such resolutions adopted by the Board and the Stockholder, (ii) the certificate of incorporation and bylaws of the Sellers and (iii) the then-current officers of the Sellers and their respective positions;

(b)   a certificate, duly executed by an authorized officer of each of the Sellers, certifying the satisfaction of the conditions set forth in Sections 7.1(a), (b) and (f);

(c)   the consents and approvals described in Schedule 7.1(e) ;

(d)   the Escrow Agreement, duly executed by the Sellers;

(e)   a Bill of Sale and General Assignment (the “ Bill of Sale ”) for the Assets, duly executed by each Seller, in the form attached hereto as Exhibit B ;

(f)   an Assumption Agreement (the “ Assumption Agreement ”) for the Assumed Liabilities, duly executed by each Seller, in the form attached hereto as Exhibit C ;

(g)   a Domain Name Assignment, (the “ Domain Name Assignment ”), duly executed by each Seller, in the form attached hereto as Exhibit D ;

(h)   a Trademark Assignment (the “ Trademark Assignment ”), duly executed by each Seller, in the form attached hereto as Exhibit E ;

(i)   a Copyright Assignment (the “ Copyright Assignment ”), duly executed by each Seller, in the form attached hereto as Exhibit F ;

(j)   the Non-Compete Agreements (the “ Non-Compete Agreements ”), duly executed by the Persons identified on Schedule 3.2(i) , in the form attached hereto as Exhibit H ;

(k)   a Lock-up Agreement (the “ Lock-up Agreement ”), duly executed on behalf of each Seller in the form attached hereto as Exhibit I ;

(l)   an Assignment of Membership Interest (the “ Assignment of Membership Interest ”) duly executed on behalf of JWT Kids in the form attached hereto as Exhibit J

(m)   releases (in recordable form), pay-off letters and UCC-3 termination statements (in recordable form) from all parties holding Liens (other than Permitted Liens) with respect to any of the Assets;

(n)   a receipt for the portion of the Purchase Consideration paid at Closing as provided for in Section 2.4(a); and

(o)   such other documents and instruments as the Purchaser may reasonably request.

3.3     Delivery of Items by the Purchaser .  The Purchaser shall deliver to the Sellers at the Closing the items listed below:

(a)   a certificate, duly executed by the Secretary of the Purchaser, certifying (i) the satisfaction of the condition set forth in Section 7.2(e) and (ii) the then-current officers of the Purchaser and their respective positions;

(b)   a certificate duly executed by an authorized officer of the Purchaser, certifying the satisfaction of the conditions set forth in Sections 7.2(a) and (b);

(c)   the Escrow Agreement, duly executed by the Purchaser;

(d)   the Domain Name Assignments, duly executed by the Purchaser;

(e)   the Trademark Assignments, duly executed by the Purchaser;

(f)   the Copyright Assignments, duly executed by the Purchaser;

(g)   the Assumption Agreement, duly executed by the Purchaser;

(h)   the Non-Compete Agreements, duly executed by the Purchaser;

(i)   the Assignment of Membership Interest, duly executed by the Purchaser;

(j)   a wire transfer of immediately available funds to an account(s) designated by the Sellers at least five Business Days prior to the Closing Date, constituting the payment of the Cash Purchase Price due at the Closing;

(k)   one or more stock certificates representing the Shares, or, in the alternative, a copy of an irrevocable letter of instruction from Kidville to its transfer agent concerning the issuance and delivery of stock certificates representing the  Shares; and

(l)   such other documents and instruments as the Sellers may reasonably request.

4.1     Organization, Qualification and Corporate Power .  Each Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of California and has full corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted.  The Seller is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified or licensed, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.  The Seller has heretofore furnished to the Purchaser complete and correct copies of its certificate of incorporation and bylaws, including all amendments thereto.  Such certificate of incorporation and bylaws are in full force and effect and no other organizational documents are applicable to or binding upon the Seller.  The Seller is not in violation of any of the provisions of its certificate of incorporation or bylaws.

4.2     Subsidiaries .  Other than a 51% ownership interest in Kids Rock, LLC, neither Seller has Subsidiaries or otherwise owns, directly or indirectly, any equity or debt investment in any Person (other than ownership of 5% or less of any class of securities registered under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)).

4.3     Authorization .  Each of the Sellers and the Stockholder has full power and authority, and Robinson has the requisite legal capacity, to execute and deliver this Agreement and the Ancillary Agreements and to perform its or his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance by the Seller and the Stockholder of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board, and no other action, other than the Stockholder Approval, is required on the part of the Seller or any of its stockholders in connection with the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby.  This Agreement and the Ancillary Agreements have been duly executed and delivered by each of the Seller and the Stockholder and, assuming the due authorization, execution and delivery hereof and thereof by the Purchaser, constitute the valid and legally binding obligations of each Seller and the Stockholder enforceable in accordance with their respective terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and (ii) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

4.4     Noncontravention; Governmental Approvals .

(a)   Neither the execution, delivery or performance of this Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will, with or without the giving of notice or the lapse of time or both, (i) violate any provision of the certificate of incorporation or bylaws of either Seller or the constitutive or governing documents of any Stockholder that is not a natural person, (ii) violate any Law or Order or other restriction of any Governmental Entity to which either Seller, the Stockholder or the Assets may be subject or (iii) except as set forth on Schedule 4.4 , conflict with, result in a breach of, constitute a default under, result in the acceleration of any right or obligation under, create in any party the right to accelerate, terminate, modify, cancel or require any notice under or result in the creation of a Lien on any of the Assets under, any Contract or Permit to which either Seller or any Stockholder is a party or by which it is bound or to which it or any of its properties or assets is subject.

(b)   The execution and delivery of this Agreement and the Ancillary Agreements by the Sellers and the Stockholder do not, and the performance of this Agreement and the Ancillary Agreements by the Sellers and the Stockholder and the consummation of the transactions contemplated hereby and thereby will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity.

4.5     Financial Statements .

(a)   Set forth on Schedule 4.5 are (i) the audited Balance Sheet, Income Statement and Cash Flow Statement of each of the Sellers for the year ended December 31, 2007, and (ii) the unaudited Balance Sheet, Income Statement and Cash Flow Statement of each of the Sellers for the nine months ended September 30, 2008 (collectively, the “ Financial Statements ”).  The Financial Statements have been prepared in accordance with GAAP from the

books and records of the Sellers, are complete and correct and present fairly the financial condition of each of the Sellers as of the indicated dates and the results of operations and cash flows of the Sellers for the indicated periods, in each case in accordance with GAAP.

4.6     No Undisclosed Liabilities .  Except as and to the extent disclosed in the Financial Statements or as set forth on Schedule 4.6 , since December 31, 2007, there are no Liabilities against, relating to or affecting the Sellers or the Business or any of the Assets, other than Liabilities incurred in the ordinary course of business consistent with past practice which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.  

4.7     Brokers’ Fees .  No agent, broker, finder, investment banker, financial advisor or other Person will be entitled to any fee, commission or other compensation in connection with any of the transactions contemplated by this Agreement on the basis of any act or statement made or alleged to have been made by either Seller, any of its or their Affiliates, or any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of either Seller or any such Affiliate.

4.8     Absence of Certain Changes .  Except as disclosed on Schedule 4.8 , since December 31, 2007, the Sellers have conducted the Business in the ordinary course consistent with past practice and there has not been (outside the ordinary course of business):

(a)   any amendment or other modification of the certificate of incorporation or bylaws of either Seller;

(b)   (i) any incurrence, assumption or guaranty by either Seller of any Indebtedness, (ii) any loan made by either Seller to any Person or (iii) any voluntary purchase, cancellation, prepayment or complete or partial discharge in advance of a scheduled payment date with respect to, or waiver of any right of either Seller under, any Indebtedness of or owing to either Seller, other than (in the case of this clause (iii)) in the ordinary course of business in amounts and on terms consistent with past practice;

(c)   any damage, destruction or other casualty Loss (whether or not covered by insurance) affecting the Business or any of the Assets;

(d)   any revaluation in any material respect of any of the Assets;

(e)   any material change in any pricing, investment, accounting, financial reporting, inventory, credit or allowance practice or policy of the Sellers;

(f)   any (i) grant of, or agreement to grant under certain circumstances, any severance or termination pay to any director, officer or employee of either Seller, (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of either Seller, (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements or (iv) increase in compensation, bonus or other benefits payable to directors, officers or employees of either Seller;

(g)   any cancellation, modification, termination or grant of a waiver of any provision of any Permit or Contract to which either Seller is a party, or any written or oral notification to either Seller that any party to any such arrangement intends to cancel or not renew such arrangement beyond its expiration date as in effect on the date hereof;

(h)   any failure to pay or satisfy when due any obligation of either Seller;

(i)   the making of any election with respect to Taxes or the settling or compromising of any Tax Liability;

(j)   any acquisition or disposition of any business or any asset or property from or to any Person (whether by merger, consolidation or otherwise) by either Seller;

(k)   any incurrence of any Lien, other than a Permitted Lien, on any of the Assets or any other material assets or properties of either Seller;

(l)   any capital expenditure or commitment for additions to property, plant or equipment used or held for use in the conduct of the Business constituting capital assets in an aggregate amount exceeding $10,000;

(m)   any transaction with any officer, director or Affiliate of either Seller (i) outside the ordinary course of business consistent with past practice or (ii) other than on an arm’s length basis; or

(n)   the entering into any agreement or commitment to do any of the foregoing.

4.9     Litigation .  Except as set forth on Schedule 4.9 , there is no pending or, to the Knowledge of either Seller, threatened Action against or affecting either Seller or any of its properties or assets before any Governmental Entity.  Neither Seller nor any of its or their assets or properties is subject to any Order restraining, enjoining or otherwise prohibiting or making illegal any action by either Seller, this Agreement or any of the transactions contemplated hereby.  No officer or director of either Seller is a defendant in any Action commenced by any stockholder of either Seller with respect to the performance of his or her duties as an officer or a director of either Seller under any applicable Law.

4.10     Taxes .

(a)   All Tax Returns of the Sellers required to be filed on or before the date hereof have been duly and timely filed on or before such date, each such Tax Return is true, complete and correct, and all Taxes upon the Business, the Assets or the Sellers that are due and payable, whether or not shown thereon, have been paid.  There are no Tax Liens on any of the Assets, and there is no basis for the assertion of any such Tax Liens.  There are no actions or proceedings currently pending or, to the Knowledge of either Seller, threatened by any Taxing Authority against either Seller or the Assets.  The Sellers have each collected and remitted all sales and use Taxes as required by each local jurisdiction in which it does business as of the date hereof.  The Sellers have each withheld and paid all Taxes required to have been withheld

and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

(b)   Neither Seller is a party to any agreement extending the time within which to file any Tax Return.  There is no dispute or claim concerning any Tax Liability of either Seller either (i) claimed or raised by any Tax Authority or (ii) otherwise Known to either Seller.  No issues have been raised in any examination by any Tax Authority with respect to either Seller which reasonably could be expected to result in a proposed deficiency for any other period not so examined.  To each of the Seller’s Knowledge, no claim has been made by a jurisdiction in which either Seller does not file Tax Returns that a Seller is or may be subject to taxation by that jurisdiction.

(c)   Neither Seller has waived (and is not subject to a waiver of) any statute of limitations in respect of the payment of Taxes and has not agreed to any extension of time with respect to any Tax assessment or deficiency (other than with respect to limitation periods that have since expired).

(d)   None of the Assets is property that is required to be treated as owned by any other person pursuant to the “safe harbor lease” provisions of former section 168(f)(8) of the Internal Revenue Code of 1954 as amended and in effect immediately prior to the enactment of the Tax Reform Act of 1986 and none of the Assets is “tax-exempt use property” within the meaning of section 168(h) of the Code.

(e)   None of the Assets secures any debt, the interest on which is tax-exempt under section 103 of the Code.

4.11     Compliance with Laws .  Except as set forth on Schedule 4.11 , neither Seller is in violation of, has not violated and, to the Knowledge of each Seller, is not under investigation with respect to any possible violation of, and has not been threatened to be charged with any violation of, any Order or Law applicable to either Seller, the Business or the Assets.

4.12     Permits .   Schedule 4.12 contains a true and complete list of all Permits used or held for use in the Business, setting forth the function and expiration and renewal date of each.  Each such Permit is valid and in full force and effect.  Neither Seller is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any such Permit.  Neither Seller has received any notice of violation in respect of any such Permit and, to the Sellers’ Knowledge, no proceeding is threatened to revoke or limit any such Permit.  No such Permit will be suspended, terminated, impaired, adversely modified or become terminable, in whole or in part, as a result of the transactions contemplated hereby or by the Ancillary Agreements.  The Sellers each have all Permits necessary to conduct the Business as currently conducted and as proposed to be conducted.  

4.13     Contracts .  

(a)   Schedule 4.13 sets forth a true and complete list of all material Contracts of the each Seller or the Business, including each of the following Contracts (whether or not material):

(i)   Contracts relating to or evidencing any Indebtedness of either Seller or the Business;

(ii)   Contracts with any current Affiliate or current or former officer or director of either Seller;

(iii)   Contracts relating to the Internet Rights;

(iv)   partnership, limited liability company and joint venture Contracts involving either Seller or the Business;

(v)   Contracts providing for payments to or from either Seller of $10,000 or more in any consecutive twelve-month period, other than purchase orders entered into in the ordinary course of business consistent with past practice;

(vi)   license, subsidiary rights, distribution, franchise, manufacturer’s agent or sales agency Contracts, or Contracts in respect of similar rights, granted to or held by or granted by either Seller or the Business;

(vii)   Contracts that limits the freedom of either Seller or the Business to compete in any line of business, with any Person, in any geographical area or which could so limit the freedom of either Seller or the Business so to compete after the Closing;

(viii)   Tax sharing Contracts or other arrangements;

(ix)   confidentiality Contracts;

(x)   stockholders’, investors’ or similar Contracts;

(xi)   Contracts relating to the disposition or acquisition of any assets or properties, other than dispositions or acquisitions of Inventory or purchase orders entered into in the ordinary course of business consistent with past practice;

(xii)   author, performer, contributor and work-made-for-hire Contracts;

(xiii)   employment Contracts with any employee of either Seller, consulting Contracts with any consultant to either Seller or Contracts pursuant to which severance or stay payments may be payable to any employee of the Sellers; and

(xiv)   any other Contracts not made in the ordinary course of business consistent with past practice.

(b)   The Sellers have each heretofore made available to the Purchaser true and complete copies of each of the Contracts required to be disclosed on Schedule 4.13 , including all amendments, waivers and modifications thereto.  All Contracts required to be disclosed on Schedule 4.13 are valid and binding Contracts of Seller being a party thereto, are in full force and effect in accordance with their respective terms, and neither the Seller nor, to the

Knowledge of the Seller, any other party thereto, is (or with notice or lapse of time or both would be) in violation or breach of, or in default under, the terms of any such Contract.

4.14     Intellectual Property .

(a)   Schedule 4.14(a) sets forth all domestic and foreign patents and patent applications and all license agreements and other agreements which relate to inventions, discoveries and Technology and any patent applications and patents thereon, in each case used or held for use in connection with the Business or necessary to conduct the Business (collectively, the “ Patent Rights ”).  Except as set forth on Schedule 4.14(a) , (i) the Sellers own or is licensed or has a valid and subsisting right to use the Patent Rights and the Technology, free and clear of all Liens, equities and other restrictions, (ii) there are no pending or, to either Seller’s Knowledge, threatened claims challenging the validity or ownership of the Patent Rights or Technology or either Seller’s right to own or use the Patent Rights or Technology, (iii) there are no license or sublicense Contracts in effect respecting any of the Patent Rights or Technology, (iv) neither of the Sellers nor any of the Patent Rights infringes, violates or constitutes a misappropriation of any Intellectual Property or other right of any Person and no claim is pending or, to the Knowledge of either Seller, threatened by or against either Seller with respect to any of the Patent Rights or the Technology or the use thereof and no valid basis exists for any such claim, and (v) the Sellers have each taken reasonable security measures to protect the security, confidentiality and value of the Technology.

(b)   Schedule 4.14(b) sets forth all trademarks, trade names and service marks, and registrations thereof and applications therefor, and any and all licenses or other rights to use any such marks or names, in each case used or held for use in connection with the Business or necessary to conduct the Business (collectively, the “ Trademark Rights ”).  Except as set forth on Schedule 4.14(b) , (i) the Sellers own or are licensed or have a valid and subsisting right to use the Trademark Rights, free and clear of all Liens, equities and other restrictions, (ii) all of the Trademark Rights owned by the Sellers are free and clear of any Liens and other encumbrances and rights of third parties which would restrict the Purchaser’s right to use such Trademark Rights following the Closing, (iii) there are no license or sublicense Contracts in effect respecting any of the Trademark Rights, and (iv) neither of the Sellers nor any of the Trademark Rights infringes, violates or constitutes a misappropriation of any Intellectual Property or other right of any Person, no Person is infringing, violating or misappropriating any of the Trademark Rights, and there is no pending or, to either Seller’s Knowledge, threatened claim by or against either Seller with respect to any of the Trademark Rights or the use thereof and no valid basis exists for any such claim.

(c)   Schedule 4.14(c) sets forth all copyright registrations and renewals thereof (including registration numbers), copyright applications (including application numbers) and all licenses or other rights to use copyrights, in each case used or held for use in connection with the Business or necessary to conduct the Business (collectively, the “ Copyright Rights ”).  Except as set forth on Schedule 4.14(c) , (i) the Sellers own or are licensed or have a valid and subsisting right to use the Copyright Rights, free and clear of all Liens, equities and other restrictions, (ii) all of the Copyright Rights owed by the Seller are free and clear of any Liens and other encumbrances and rights of third parties which would restrict the Purchaser’s right to use such Copyright Rights following the Closing, (iii) there are no license or sublicense

Contracts in effect respecting any of the Copyright Rights, and (iv) neither of the Sellers nor any of the Copyright Rights infringes, violates or constitutes a misappropriation of any Intellectual Property or other right of any Person, no Person is infringing, violating or misappropriating any of the Copyright Rights, and there is no pending or, to either Seller’s Knowledge, threatened claim by or against either Seller with respect to any of the Copyright Rights or the use thereof and no valid basis exists for any such claim.

(d)   Schedule 4.14(d) sets forth all domain name registrations used, owned or reserved by the Seller in connection with the Business or necessary to conduct the Business (the “ Internet Rights ”).  Except as disclosed in Schedule 4.14(d) , (i) the Sellers own, are licensed or have the right to use and transfer the Internet Rights, free and clear of all Liens, equities and other restrictions, (ii) all of the Internet Rights are valid and subsisting, free and clear of any Liens or rights of third parties which would restrict the Purchaser’s right to use or transfer such Internet Rights following the Closing, (iii) there are no license or sublicense Contracts in effect respecting any of the Internet Rights, and (iv) neither of the Sellers nor any of the Internet Rights infringes, violates or constitutes a misappropriation of any Intellectual Property or other right of any Person, no Person is infringing, violating or misappropriating any of the Internet Rights, and there is no pending or, to the Knowledge of either Seller, threatened claim by or against either Seller with respect to any Internet R