ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made this 23 ^rd day of June, 2009 by and between Chief Executive Group, LLC , a Delaware limited liability company (“Purchaser”), Butler Publishing, Inc. , a Delaware corporation (“Publishing”), and with respect to Sections 1.1(ii), 1.11, 2.2(a)(iii), 2.2(a)(iv), 2.2(vi), 3.10, 6.1, 6.4, 7.3, and 9.10-9.12 only, Butler International, Inc. , a Maryland corporation (“Parent” and together with Publishing, the “Sellers”).

WHEREAS, Publishing is in the business of publishing Chief Executive magazine, operating various websites associated therewith, and operating and holding conferences, symposia and other events in connection therewith (collectively, the “Business”);

WHEREAS, Parent is the owner of certain Intellectual Property used in the operation of the Business;

WHEREAS, Sellers have filed voluntary petitions for relief (the “Petitions”) under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101, et seq ., as amended (the “Bankruptcy Code”), in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) which have been administratively consolidated for procedural purposes only under a single case number (the “Bankruptcy Case”);

WHEREAS, subject to the terms and conditions set forth herein and the approval and order of the Bankruptcy Court, Publishing and Parent are agreeing to sell Publishing Acquired Assets (as defined below) and the Parent Acquired Assets (as defined below), respectively, in accordance with sections 105, 363 and 365 of the Bankruptcy Code; and

WHEREAS, Purchaser is agreeing to purchase the Publishing Acquired Assets and the Parent Acquired Assets and assume the Assumed Liabilities, all on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

1.1            Purchase and Sale of Acquired Assets .  (i)           At the Closing, Publishing shall sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, accept, assume and receive, free and clear of all Liens, all of Publishing’s right, title and interest in, to and under all of Publishing’s property, assets and rights used or useful to the Business (other than the Excluded Assets), of every kind, character and description, whether tangible, intangible, personal or mixed and wheresoever located, that are owned by Publishing, including without limitation the following (the “Publishing Acquired Assets”):

(a)            Contracts .  All advertising, event and sponsorship contracts and all other contracts, tenancies, engagements and commitments, written or oral, expressed or implied, listed on Schedule 1.1(a) (subject to Section 1.1(iii) below, the “Acquired Contracts”);

(b)            Personal Property .  All personal property, including all office machinery, equipment, computer hardware, furniture, fixtures, supplies and equipment, used in the operation of the Business (including, without limitation, any of the foregoing listed on Publishing’s March 31, 2009 balance sheet and/or identified on Schedule 1.1(b) );

(c)            Records .  All lists, business documents, records, files and reports, whether written, printed or electronically stored, which relate to the Business (the “Records”);

(d)            Intellectual Property, Goodwill, Etc.   All goodwill of the Business, all Intellectual Property related to the Business, including, without limitation, all rights of Publishing in the title and trade name “Chief Executive” (to the extent of Publishing’s rights in such title and trade name), e-mail addresses, url’s, domain names, all lists of current and prospective advertisers, subscribers and conference attendees, subscriber and circulation lists and data, including all contact information and histories, books and records and other information relating to the day-to-day Business (“Goodwill”); all universal product codes, stationery, forms, labels, shipping material, catalogs, brochures, art work, photographs, advertising material and promotional material, and all works in progress, including, without limitation, the current issue of “Chief Executive” magazine;

(e)            Telephone Numbers .  All telephone listings, telephone numbers and telephone advertising contracts of Publishing;

(f)            Accounts Receivable .  All of Publishing’s accounts receivable arising out of the Business;

(g)            Deposits, etc .  All payments, deposits and prepaid expenses of Publishing arising out of the Business;

(h)            Claims .  All claims, choses-in-action, warranties, refunds, rights of recovery, rights of set-off and rights of recoupment of any kind relating to the Business, the Publishing Acquired Assets and/or the Assumed Liabilities, but excluding any such claims, choses-in-action, warranties of refunds or rights of recovery, rights of setoff or rights of recoupment to the extent relating to Excluded Liabilities;

(i)            Permits .  To the extent transferable pursuant to applicable Law, all permits of Publishing held in connection with the Acquired Assets or the operation of the Business; and

(j)            Other .  All other assets of Publishing of any nature whatsoever, whether owned or used by Publishing relating to the Business or the Publishing Acquired Assets other than the Excluded Assets.

(ii)           At the Closing, Parent shall sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, accept, assume and receive, free and clear of all Liens, all of Parent’s right, title and interest in the Intellectual Property of Parent set forth on Schedule 1.1(ii) attached hereto, with all claims related thereto and all rights to protection therein (the “Parent Acquired Assets” and together with the Publishing Acquired Assets, the “Acquired Assets”).   For the avoidance of doubt, Parent is not selling, transferring, assigning or delivering to Purchaser, and Purchaser is not purchasing, accepting, assuming or receiving from Parent, any property, asset or right of Parent, other than the Parent Acquired Assets.

(iii)           At any time prior to 5:00 p.m., New York City time, on the second Business Day prior to the date (the “Auction Date”) of the auction provided for in the Bidding Procedures Order (the “Auction”), Purchaser may (i) add to Schedule 1.1(a) or remove from Schedule 1.1(a) any Acquired Contract to which Publishing is a party or (ii)designate other additional Excluded Assets by giving reasonably detailed written notice thereof to Publishing.  There shall be no adjustment in the Purchase Price as a result of Purchaser’s election to add or remove an Acquired Contract to or from Schedule 1.1(a) or designate any other additional Excluded Assets.  Notwithstanding the foregoing, if prior to the Closing, a party to an Acquired Contract disputes a Cure Amount with respect to the applicable Acquired Contract, or the Bankruptcy court enters an order approving a Cure Amount that is materially higher than the Cure Amount set forth opposite such Acquired Contract on Schedule 1.1(a) as of the date hereof, Purchaser, at its option, shall have right to remove such Acquired Contract from Schedule 1.1(a) and such contract shall constitute an Excluded Asset.  Notwithstanding any other provision hereof, the Liabilities of Publishing under or related to any Contract or additional Excluded Asset removed or excluded under Section 1.1(i)(a) or this paragraph of Section 1.1(iii) will constitute Excluded Liabilities.

1.2            Excluded Assets .  Notwithstanding Section 1.1, the properties, assets, rights and interests listed on Schedule 1.2 (collectively the “Excluded Assets”) will be retained by Publishing and will not be included in “Acquired Assets” or sold, transferred, assigned, conveyed or delivered by Publishing to Purchaser.

1.3            Assumed Liabilities . Effective as of the Closing, Purchaser shall assume only (i) Publishing’s deferred revenue obligation as of March 31, 2009 in the amount of up to $112,626.00, as set forth on Schedule 1.3(a)(i) of the Agreement (the “Assumed Deferred Revenue Obligations”), (ii) certain Liabilities identified specifically on Schedule 1.3(a)(ii) of the Agreement (in an amount not less than $73,000 but not more than $85,000), as such Schedule 1.3(a)(ii) is finalized on the Closing Date (such assumed Liabilities being referred to herein as the “Third Party Assumed Liabilities”), (iii) certain Liabilities identified specifically on Schedule 1.3(a)(iii) of the Agreement, as such Schedule 1.3(a)(iii) is finalized on the Closing Date (such assumed Liabilities being referred to herein as the “Additional Third Party Assumed Liabilities”), and (iv) all Liabilities of Publishing under the Acquired Contracts that arise on or after the Closing Date (the items in clauses (i) – (iv) are referred to herein collectively as the “Assumed Liabilities”).  Purchaser shall assume no Liability other than the Assumed Liabilities. At any time prior to the Closing, Purchaser may insert on Schedule 1.3(a)(iii) , in its sole discretion, Liabilities of the Sellers as Additional Third Party Assumed Liabilities.  At the Closing, Publishing shall quantify the Liabilities owed as of the Closing Date to any party identified on Schedule 1.3(a)(ii) and Schedule 1.3(a)(iii) and the then current amount of each such Liability as of the Closing Date shall be inserted on Schedule 1.3(a)(ii) and Schedule 1.3(a)(iii) , as applicable. Excluded Liabilities “Excluded Liabilities” means each and every Liability of Sellers that is not an Assumed Liability, which Excluded Liabilities shall include, without limitation, the following:

(a)            This Agreement :  any of the Liabilities of the Sellers under this Agreement;

(b)            Expenses, Taxes, Etc. :  any of the Liabilities of the Sellers for expenses, Taxes or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement (including, without limitation, any Bankruptcy-Related Fees), the other Related Agreements or the consummation (or preparation for the consummation) of the transactions contemplated hereby or thereby (including all attorneys’ and accountants’ fees, and brokerage fees incurred by or imposed upon the Sellers);

(c)            Indebtedness :  any of the Liabilities of the Sellers for any indebtedness or other similar obligations, whether current portion or long term;

(d)            Contracts, Excluded Assets, Etc. :  any Liability of a Seller under any Contract, commitment, document, license or permit to the extent arising out of a breach or alleged breach thereof that occurred as of or prior to the Closing (other than Cure Amounts which are subject to Section 1.10 below) and any Liability of a Seller under any Excluded Asset;

(e)            Taxes :  any Liability of the Sellers with respect to any Taxes;

(f)            Violation of Law :  any Liability of Sellers to the extent arising by reason of any violation or alleged violation of any Law or any requirement of any Governmental or Regulatory Authority, or any judgment, order or decree; in any such case to the extent such Liability results from or arises out of events, facts or circumstances occurring or existing on or prior to the Closing, notwithstanding that the date on which any action or claim is commenced or made is after the Closing and irrespective of whether such Liability attaches to Purchaser or the Sellers in the first instance;

(g)            Bulk Sales :  any Liabilities for which Purchaser may become liable as a result of or in connection with the failure to fully and properly comply with any bulk sales or transfers laws arising out of the Sellers’ failure to pay any Excluded Liabilities;

(h)            Legal Actions or Proceedings :  any Liabilities relating to any legal action or proceeding to the extent arising out of or in connection with (i) Publishing’s conduct of the Business prior to the Closing or (ii) any other conduct of Sellers or their respective officers, directors, employees, stockholders, consultants, agents or advisors in their capacities as such, whether or not disclosed on the Schedules hereto, in each case, except for any Cure Amounts associated with Acquired Contracts;

(i)            Employees :  except for any Cure Amounts associated with Acquired Contracts, any Liabilities of Publishing whatsoever related to its employees or consultants, including compensation, bonuses, salary, wages, employee benefit plans, equity or stock options, severance, back pay, or any other item whatsoever related to any past or present employee or consultant of Publishing;

(j)            Worker’s Compensation, Injury :  any Liability for claims for worker’s compensation, injury, disability or death based on an event occurring prior to the Closing Date;

(k)            Liabilities to Affiliates :  any Liabilities of the Sellers to any Affiliate of the Sellers;

(l)            Liabilities of Related Entities of the Sellers :  except for any Cure Amounts associated with Acquired Contracts, any Liability of the Sellers arising out of the business, assets or operations of any of their Affiliates, whether arising or accruing prior to or after the Closing with respect to facts or events in existence prior to the Closing; and

(m)            Other Liabilities :  any other Liability not expressly assumed by Purchaser under Section 1.3 (including any Liabilities arising out of transactions entered into at or prior to the Closing, any action or inaction at or prior to the Closing, any damage, accident, injury or death occurring prior to the Closing or any state of facts to the extent existing at or prior to the Closing, regardless of when asserted, which are not expressly described in Section 1.3).

Publishing hereby expressly acknowledges that Parent and Publishing, as applicable, are retaining the Excluded Liabilities.

1.5            Purchase Price Deposit .  Pursuant to the terms of an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), Purchaser shall deposit the sum of $50,000 by wire transfer of immediately available funds (the “Deposit Amount”) with the escrow agent under the Escrow Agreement (the “Escrow Agent”) by 5:00 p.m., New York City time, on the date hereof.  In accordance with the Escrow Agreement, the Deposit Amount (together with all accrued investment income thereon) shall be released by the Escrow Agent and delivered to either Purchaser or Publishing in accordance with the terms of the Escrow Agreement.

1.6            Consideration The value of the Acquired Assets shall be $405,626 (the “Purchase Price” subject to adjustment as provided in Sections 1.6(c) below, if applicable) in the aggregate, which shall consist of:

(i)           A cash payment equal to $220,000 (the “Cash Consideration,” subject to adjustment as provided in Sections 1.6(c) below, if applicable), payable at the Closing (as hereinafter defined) as follows: (i) $219,999 (as may be adjusted pursuant to Section 1.6(c) below) payable by Purchaser to Publishing by delivery to Publishing of (x) the Deposit Amount and (y) a cashier’s check or wire transfer of immediately available funds to an account of Publishing, or its designee, as designated in writing by Publishing, in an amount equal to the difference between the Cash Consideration and the Deposit Amount, and (ii) $1 payable by Purchaser to Parent by delivery to Parent of a cashier’s check or wire transfer of immediately available funds to an account of Parent, or its designee, as designated in writing by Publishing; and

(ii)           the assumption by Purchaser of the Assumed Deferred Revenue Obligations in the amount of up to $112,626.00, and

(iii)           the assumption by Purchaser of the Third Party Assumed Liabilities which are identified specifically at Closing on Schedule 1.3(a)(ii) of the Agreement in an amount not less than $73,000 but not more than $85,000; and

(iv)           the assumption by Purchaser of any Additional Third Party Assumed Liabilities which are identified specifically at Closing on Schedule 1.3(a)(iii) of the Agreement; and

(b)           Purchaser’s assumption of all Liabilities of Publishing under the Acquired Contracts that arise on or after the Closing Date.

(c)           If the Third Party Assumed Liabilities that are identified at Closing on the final Schedule 1.3(a)(ii) of the Agreement and that are being assumed by Purchaser as provided in Section 1.3 above exceed $85,000 in the aggregate, the Cash Consideration payable pursuant to Section 1.6(a)(i) above shall be reduced by an amount equal to the aggregate amount by which such scheduled Third Party Assumed Liabilities exceed $ 85,000.

1.7            Sales; Transfer Taxes Publishing agrees to remain liable for all applicable sales taxes for the period up to the Closing Date.  All transfer taxes and filing costs arising from the sale or purchase of the Acquired Assets shall be the responsibility of Publishing.

1.8            Allocation  The parties shall allocate the Purchase Price paid to the Sellers (and all other capitalizable costs relating thereto) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with an allocation schedule to be prepared by Purchaser not later than three (3) days prior to the Closing Date.

1.9            Power of Attorney; Right of Endorsement, Etc.  Effective as of the Closing, Publishing hereby constitutes and appoints Purchaser and its successors and assigns the true and lawful attorney of Publishing with full power of substitution, in the name of Purchaser or the name of Publishing, on behalf of and for the benefit of Purchaser at Purchaser’s sole cost and expense:

(a)           to collect all Acquired Assets;

(b)           to endorse, without recourse, checks, notes and other instruments in connection with the Business and attributable to the Acquired Assets;

(c)           to institute and prosecute all proceedings which Purchaser may deem proper in order to collect, assert or enforce any claim, right or title in or to the Acquired Assets;

(d)           to defend and compromise all actions, suits or proceedings with respect to any of the Acquired Assets; and

(e)           to do all such reasonable acts and things with respect to the Acquired Assets as Purchaser may deem advisable.

PUBLISHING AGREES THAT THE FOREGOING POWERS ARE COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE AND SHALL NOT BE REVOKED BY PUBLISHING DIRECTLY OR INDIRECTLY BY THE INSOLVENCY, BANKRUPTCY OR DISSOLUTION OF PUBLISHING OR IN ANY OTHER MANNER.  Purchaser shall retain for its own account any amounts collected pursuant to the foregoing powers and Publishing shall promptly pay to Purchaser any amounts received by Publishing after the Closing with respect to the Acquired Assets.

1.10            Cure Amounts . Purchaser shall assume and pay all amounts necessary to cure all defaults, if any, and to pay all actual or pecuniary losses that have resulted from such defaults under the Acquired Contracts (the “Cure Amounts”) and Publishing shall have no liability therefor.  Subject to the terms of Section 1.1(iii) above, the Purchaser agrees to satisfy all Cure Amounts as directed by the Bankruptcy Court.

1.11            Non-Assignment of Assets . Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer and shall not effect the assignment or transfer of any Intellectual Property or any Acquired Contract if (a) an attempted assignment thereof, without the approval, authorization or consent of any third party thereto (each such action, a “Necessary Consent”), would constitute a breach thereof or in any way adversely affect the rights of Purchaser thereunder and (b) the Bankruptcy Court shall not have entered an Order providing that such Necessary Consent is not required.  In such event, to the extent practicable, Seller and Purchaser will use their commercially reasonable efforts to obtain the Necessary Consents with respect to any such Acquired Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser as Purchaser may reasonably request; provided , however , that Sellers shall not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested or to initiate any litigation or legal proceedings to obtain any such consent or approval.  If such Necessary Consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Sellers thereunder so that Purchaser would not in fact receive all such rights, Sellers and Purchaser will cooperate in a mutually agreeable arrangement, to the extent feasible and at no expense to Sellers, under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to Purchaser, or under which Sellers would enforce for the benefit of Purchaser with Purchaser assuming Sellers’ obligations and any and all rights of Sellers against a third party thereto.

2.             CLOSING AND CLOSING DELIVERIES; TERMINATION

2.1            Closing  Subject to the satisfaction of the last of the conditions set forth in Section 7 (or the waiver thereof by the party entitled to waive that condition), the closing of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Moses & Singer LLP, counsel to Sellers, 405 Lexington Avenue, 12 ^th Floor, New York, New York at 10:00 a.m. local time, on such date as the parties shall agree, but in no event later than the Termination Date.  The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”

2.2            Closing Deliveries .

(a)            By Sellers .  At the Closing, Sellers shall deliver to Purchaser the Acquired Assets, free and clear of any Liens along with, as applicable:

(i)            a Bill of Sale substantially in the form of Exhibit B hereto (the “Bill of Sale”) executed by Publishing;

(ii)           a counterpart of an Assignment and Assumption Agreement substantially in the form of Exhibit C (the “Assignment and Assumption Agreement”) duly executed by Publishing;

(iii)          an assignment of Intellectual Property, duly executed by each Seller, substantially in the form of the assignment attached as Exhibit D   hereto (the “Assignment of Intangible Property”);

(iv)          an assignment of domain names, duly executed by each Seller, substantially in the form of the assignment attached as Exhibit E hereto (the “Domain Name Assignment”);

(v)           such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance reasonably satisfactory to Purchaser, as shall be effective to vest in Purchaser all right, title and interest in and to the Acquired Assets;

(vi)          a good standing certificate of each Seller certified to by the appropriate governmental agency within the state of such Seller’s formation;

(vii)         a closing certificate substantially in the form of Exhibit F hereto;

(viii)        the Necessary Consents;

(ix)          a true and correct statement of Publishing’s accounts receivable as of the Closing Date; and

(x)           any such other documents or other things reasonably contemplated by this Agreement to be delivered by Sellers to Purchaser at the Closing.

(b)            By Purchaser .  At the Closing, Purchaser shall deliver to Sellers the following:

(i)            the Cash Consideration;

(ii)           an undertaking, duly executed by Purchaser substantially in the form attached hereto as Exhibit G (the “Undertaking”);

(iii)          a counterpart of the Assignment and Assumption Agreement;

(iv)          a counterpart of the Assignment of Intangible Property, duly executed by Purchaser;

(v)           a counterpart of the Domain Name assignment duly executed by Purchaser; and

(vi)          any such other documents or other things reasonably contemplated by this Agreement to be delivered by Purchaser to Sellers at the Closing.

2.3            Termination of Agreement . This Agreement may be terminated prior to the Closing as follows:

(a)           by Purchaser or Publishing, if the Closing shall not have occurred by the close of business on July 17, 2009 (the “Termination Date”); provided , however , that if the Closing shall not have occurred on or before the Termination Date due to the fault of a party hereto to perform its obligations under this Agreement, then the breaching party may not terminate this Agreement pursuant to this Section 2.3(a);

(b)           by mutual written consent of Publishing and Purchaser;

(c)           by Purchaser, if any condition to the obligations of Purchaser set forth in Sections 7.1 and 7.2 shall have become incapable of fulfillment prior to the Termination Date other than as a result of a breach by Purchaser of any covenant or agreement contained in this Agreement, and such condition is not waived by Purchaser;

(d)           by Publishing, if any condition to the obligations of Sellers set forth in Sections 7.1 and 7.3 shall have become incapable of fulfillment prior to the Termination Date other than as a result of a breach by Sellers of any covenant or agreement contained in this Agreement, and such condition is not waived by Sellers;

(e)           by Purchaser, if there shall be a breach by a Seller of any representation or warranty, or any covenant or agreement contained in this Agreement which would result in a failure of a condition set forth in Section 7.1 or 7.2 and which breach has not been cured by the earlier of (i) 10 Business Days after the giving of written notice by Purchaser to Publishing of such breach and (ii) the Termination Date;

(f)           by Publishing, if there shall be a breach by Purchaser of any representation or warranty, or any covenant or agreement contained in this Agreement which would result in a failure of a condition set forth in Section 7.1 or 7.3 and which breach has not been cured by the earlier of (i) 10 Business Days after the giving of written notice by Publishing to Purchaser of such breach and (ii) the Termination Date;

(g)           by Publishing or Purchaser if there shall be in effect an Order of a Governmental or Regulatory Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;

(h)           by Purchaser or Publishing, if Publishing shall file a plan of reorganization or liquidation;

(i)           automatically, if Sellers consummate a Competing Transaction;

(j)           by Purchaser, if (i) the Bidding Procedures Order is not entered on or before the close of business on June 30, 2009, (ii) Sellers have not selected a winning bidder at the conclusion of the auction contemplated by the Bidding Procedures Order by July 10, 2009, or (iii) if the Bankruptcy Case is dismissed or converted into a case under Chapter 7 of the Bankruptcy Code or if a trustee is appointed in the Bankruptcy Case;

(k)          by Purchaser, if the Sale Order is not entered on or before July 15, 2009; or

(l)           by Publishing if Sellers reasonably believe that the consummation of the transactions contemplated hereby could reasonably be expected to have a material adverse effect on the ability of Parent to consummate the transactions contemplated by that certain Asset Purchased Agreement, dated May 29, 2009, by and among Parent, the other sellers party thereto and Butler America, LLC, and that such material adverse effect could not reasonably be expected to be cured by the parties hereto within forty-eight (48) hours of Sellers’ giving written notice of such material adverse effect to Purchaser.

2.4            Procedure Upon Termination . In the event of termination pursuant to Section 2.3 hereof, written notice thereof shall forthwith be given to the other party, and this Agreement shall terminate, and the purchase of the Acquired Assets hereunder shall be abandoned, without further action by Purchaser or Seller.  If this Agreement is terminated as provided herein, each party shall redeliver all documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same.

2.5            Effect of Termination . Subject to Section 2.6, in the event that this Agreement is validly terminated as provided herein, then each of the parties shall be relieved of its duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to Purchaser or Seller; provided , however , that the obligations of the parties set forth in the Escrow Agreement or in Sections 2.5, 5.3, 8.2 and 9 hereof shall survive any such termination and shall be enforceable thereunder or hereunder, as applicable.

2.6            Back-Up Bidder .

Purchaser agrees that if it is selected as the Alternate Bidder (as defined in the Bidding Procedures, which are attached to the Bidding Procedures Order) at the Auction, this Agreement shall remain in full force and effect in accordance with its terms (including any and all termination provisions set forth in Section 2.3 hereof other than 2.3(j)(ii)).

3.           REPRESENTATIONS AND WARRANTIES OF SELLERS

Publishing and/or Parent, as applicable to it and as set forth in the representations set forth below, hereby represents and warrants to Purchaser as of the date hereof (except to the extent a representation or warranty specifically speaks as of another date) as follows:

3.1            Company Existence .  Each of Publishing and Parent is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation.  Publishing has all requisite power and authority to own, lease and operate its assets and to conduct the Business where and as now owned, operated and conducted.

3.2            Authority Publishing has all requisite power and authority to execute and deliver this Agreement and any Related Agreements (as defined hereinafter) to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.  Parent has all requisite power and authority to execute and deliver this Agreement with respect to the Sections applicable to it and any Related Agreements (as defined hereinafter) to which it is a party, to perform its obligations pursuant to such sections of this Agreement and the Related Agreements and to consummate the transactions contemplated hereby and thereby.  Each of Publishing and Parent have obtained the consent of their respective Boards of Directors to authorize the execution, delivery and performance of this Agreement, or the provisions applicable to it.  “Related Agreements” means all agreements, contracts, certificates, instruments or other documents required to be executed and/or delivered pursuant to or in connection with this Agreement by any Person.

3.3            Binding Effect This Agreement and the Related Agreements to which a Seller is a party, upon execution and delivery by such Seller, will be duly executed and delivered by such Seller and, assuming due execution and delivery by Purchaser (as applicable), will be valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

3.4            No Violation .  Except as set forth on Schedule 3.4 hereto, neither the execution and delivery of this Agreement, and the Related Agreements to which it is a party, by a Seller, nor the performance by such Seller of its obligations hereunder and thereunder, will violate or result in any breach of any provision of the certificate of incorporation or the bylaws of such Seller, as the same may have been amended.

3.5            Title to Assets Publishing has good and marketable title to all of the Publishing Acquired Assets and such Publishing Acquired Assets shall be free and clear of all Liens as of the Closing Date.  Parent has good and marketable title to all of the Parent Acquired Assets and such Parent Acquired Assets shall be free and clear of all Liens as of the Closing Date.

3.6            Approvals and Filings Except as set forth on Schedule 3.6 and except for the approval of the Bankruptcy Court,  to the Knowledge of Publishing, no consent or approval of or filing with or notice to any Governmental or Regulatory Authority, or any other Person on the part of Seller is required in connection with the execution, delivery and performance of this Agreement or the Related Agreements to which it is a party or the consummation of the transactions contemplated hereby or thereby.

3.7            Brokers’ or Finders’ Fees, Etc Except for Venturi & Company, whose fees are payable by Publishing and/or Parent, and not by Purchaser, no agent, broker, investment banker, person or firm acting on behalf of Publishing or any Affiliate of Publishing or under the authority of Publishing is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly from any of the parties hereto in connection with any of the transactions contemplated hereby.

3.8            Compliance with Law To the Knowledge of Publishing, the Business is, and has been conducted, in accordance with applicable Law.

3.9            Financial StatementsSchedule 3.9 contains (a) the unaudited balance sheet of the Business as of March 31, 2009 (the “Interim Financial Statements”) and (b) the unaudited balance sheet and statement of income of the Business for the fiscal year ended December 31, 2008 (the “Annual Financial Statements” and with the Interim Financial Statements, the “Financial Statements”).  The Financial Statements fairly present in all material respects the results of operations which it purports to present as of the dates thereof and for the periods indicated thereon in accordance with generally accepted accounting principles.   The Financial Statements have been derived from the books and records of Publishing relating to the Business and they have been generated in the normal course of business consistent with past practice.  Seller has not accelerated the collection of accounts receivable or offered discounts or other inducements for the payment thereof.

3.10            Intellectual Property .

  (a)            Schedule 3.10 identifies each material item of Intellectual Property owned or used by Publishing in the Business.

  (b)           Except as set forth on Schedule 3.10 :

  (i)           Neither Publishing nor Parent has received any material written charge, complaint, claim, demand or notice alleging that its use of its Intellectual Property resulted in interference, infringement or misappropriation of, or conflict with, the intellectual property rights of a third party, or alleging an act of unfair competition;

  (ii)           Each of Publishing and Parent owns, has the right to use, sell, license and dispose of, and has the right to bring actions for the infringement of, and, where necessary, has made timely and proper application for, all Intellectual Property and Goodwill, as applicable to it, necessary or required for the conduct of the Business as currently conducted and, to the Knowledge of Publishing and Parent, such rights to use, sell, license, dispose of and bring actions are exclusive with respect to its respective Intellectual Property; and

  (iii)           There are no royalties, honoraria, fees or other payments payable by Publishing and/or Parent to any Person by reason of the ownership, use, license, sale or disposition of the Intellectual Property.

(c)             The Intellectual Property of Publishing that is part of the Publishing Acquired Assets and the Parent Acquired Assets collectively constitute the material Intellectual Property used by Publishing for the conduct of the Business as presently conducted.

4.           REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller as of the date hereof and as of the Closing Date (except to the extent a representation or warranty specifically speaks as of another date) as follows:

4.1            Authority Purchaser is a limited liability company duly formed, validly existing and in good standing under the laws of its state of formation.  Purchaser has all requisite power and authority to own, lease and operate its business where and as now owned, operated and conducted.  Purchaser has all requisite power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.  All other acts or proceedings required to be taken by Purchaser to authorize the execution, delivery and performance of this Agreement and all transactions contemplated hereby have been duly and properly taken.

4.2            Binding Effect This Agreement and the Related Agreements to which it is a party, upon execution and delivery by Purchaser, will be duly executed and delivered by Purchaser and will be valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

4.3            No Violation Neither the execution and delivery of this Agreement and the Related Agreements to which it is a party by Purchaser, nor the performance by Purchaser of its obligations hereunder and thereunder, will violate or result in any breach of any provision of the Certificate of Formation or Operating Agreement of Purchaser.

4.4            Approvals and Filings No consent or approval of or filing with or notice to any Governmental or Regulatory Authority, or any other Person, on the part of Purchaser is required in connection with the execution, delivery and performance of this Agreement or the Related Agreements to which it is a party or the consummation of the transactions contemplated hereby or thereby.

4.5            Brokers’ or Finders’ Fees, Etc No agent, broker, investment banker, person or firm acting on behalf of Purchaser or any Affiliate of Purchaser or under Purchaser’s authority is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly from any of the parties hereto in connection with any of the transactions contemplated hereby.

4.6            Acknowledgment .PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS SET FORTH HEREIN, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER RELATING TO THE ACQUIRED ASSETS (INCLUDING, WITHOUT LIMITATION, INCOME TO BE DERIVED OR EXPENSES TO BE INCURRED IN CONNECTION WITH THE ACQUIRED ASSETS, THE PHYSICAL CONDITION OF ANY PERSONAL PROPERTY COMPRISING A PART OF THE ACQUIRED ASSETS OR WHICH IS THE SUBJECT OF ANY CONTRACT TO BE ASSUMED BY PURCHASER AT THE CLOSING, THE VALUE OF THE ACQUIRED ASSETS (OR ANY PORTION THEREOF), THE MERCHANTABILITY OR FITNESS OF THE PERSONAL PROPERTY OR ANY OTHER PORTION OF THE ACQUIRED ASSETS FOR ANY PARTICULAR PURPOSE OR USE).  WITHOUT IN ANY WAY LIMITING THE FOREGOING, SELLER HEREBY DISCLAIMS ANY WARRANTY (EXPRESS OR IMPLIED) OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE AS TO ANY PORTION OF THE ACQUIRED ASSETS.  PURCHASER FURTHER ACKNOWLEDGES THAT, IN PROCEEDING WITH ITS ACQUISITION OF THE ACQUIRED ASSETS, PURCHASER IS DOING SO BASED SOLELY UPON ITS INDEPENDENT INVESTIGATIONS.  ACCORDINGLY, PURCHASER WILL ACCEPT THE ACQUIRED ASSETS AT THE CLOSING “AS IS, “WHERE IS” AND “WITH ALL FAULTS”.

5.            BANKRUPTCY COURT MATTERS

5.1            Bankruptcy Court Filings .Sellers have filed the Petitions with the Bankruptcy Court.  Seller shall promptly file with the Bankruptcy Court a motion seeking entry of the Sale Order and the Bidding Procedures Order (the “Sale Motion”), and, subject to Section 5.2, Seller shall thereafter pursue diligently the entry of the Sale Order and the Bidding Procedures Order.  Seller shall use commercially reasonable efforts to comply (or obtain an order from the Bankruptcy Court waiving compliance) with all requirements under the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure in connection with obtaining approval of the Sale Order and the Bidding Procedures Order, including serving on all required Persons in the Bankruptcy Case (including (i) all Persons who are known to possess or assert a Lien against any of the Acquired Assets, (ii) all Governmental or Regulatory Authorities and (iii) all other Persons required by any order of the Bankruptcy Court (including any omnibus notice or case management order entered in the Bankruptcy Case), notice of the Sale Motion, the hearing to approve the Sale Motion and the objection deadline in accordance with rules 2002, 6004, 6006 and 9014 of the Federal Rules of Bankruptcy Procedure, the Bidding Procedures Order or other orders of the Bankruptcy Court, including any applicable local rules of the Bankruptcy Court.  Purchaser agrees that it will promptly take such actions as are reasonably requested by Seller to assist in obtaining entry of the Sale Order and the Bidding Procedures Order and a finding of adequate assurance of future performance by Purchaser, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Purchaser under this Agreement and demonstrating that Purchaser is a “good faith” purchaser under section 363(m) of the Bankruptcy Code.

5.2            Competing Transactions .

(a)           From and after the Petition Date until the Auction Date (the “Solicitation Period”), Seller will be permitted to cause its representatives and Affiliates to initiate contact with, or solicit or encourage submission of any inquiries, proposals or offers by, any Person (in addition to Purchaser and its Affiliates, agents and representatives) with respect to any transaction (or series of transactions) involving the direct or indirect sale, transfer or other disposition of a material portion of the Acquired Assets to a purchaser or purchasers other than Purchaser or effecting any other transaction (including a plan of reorganization or liquidation, but excluding a liquidation pursuant to chapter 7 of the Bankruptcy Code) the consummation of which would be substantially inconsistent with the transactions herein contemplated (a “Competing Transaction”) to the extent, but only to the extent, that Seller determines in good faith that so doing is permitted or required by the Bidding Procedures Order.  If Purchaser is the winning bidder, Sellers will, following the Auction Date, not participate in any discussions with, or furnish any information to, any Person with respect to any Competing Transaction regardless of the terms thereof.

(b)           Except during the Solicitation Period and subject to Purchaser being the winning bidder at the Auction, Seller will not, and will not permit any of its directors, officers, employees, representatives or agents (collectively, the “Representatives”) directly or indirectly, (i) discuss, encourage, facilitate, negotiate, undertake, initiate, solicit, authorize, propose or enter into a Competing Transaction or (ii) furnish or cause to be furnished, to any Person, any information covering the business, properties or assets of Seller in connection with a Competing Transaction, except, in either case pursuant to negotiations with the creditors of Seller and/or its Affiliates.

5.3            Break-Up Fee; Expense Reimbursement . If this Agreement is terminated pursuant to Sections 2.3(a), 2.3(c), 2.3(d), provided termination pursuant to Section 2.3(d) arises out of termination by Publishing because the condition to closing in Section 7.1(b) cannot be fulfilled prior to the Termination Date, 2.3(e), 2.3(h), 2.3(i), 2.3(j)(ii), 2.3(j)(iii) or 2(l), Purchaser shall be entitled to reimbursement from Publishing of up to $40,000 of expenses incurred by the Purchaser in connection herewith (the “Expense Reimbursement”).  Purchaser will give Publishing written notice of its right to such Expense Reimbursement, which Expense Reimbursement shall be payable as an  administrative expense claim in the Sellers’ bankruptcy cases and can and shall be paid by the Sellers without further Order of the Bankruptcy Court; provided however that if Sellers consummate a Competing Transaction, payment of the Expense Reimbursement shall be made concurrently with the consummation of such third party transaction from the proceeds thereof. In addition, Purchaser will be entitled to receive from Publishing a payment in the amount of $10,000 (the “Breakup Fee”), in cash or other immediately available good funds in the event that (i) Purchaser is not approved by the Bankruptcy Court as the buyer of the Acquired Assets and (ii) the Acquired Assets (or substantially all thereof) are, within 120 days following the Bankruptcy Court hearing on the Sale Motion, sold to any third party.  Such payment of the Breakup Fee shall be made to the Purchaser upon the earlier to occur of (i) the consummation of such third party transaction and such payment shall be made concurrently with the consummation of such third party transaction from the proceeds thereof and (ii) forfeiture of a deposit paid to Publishing by a third party buyer pursuant to a contract of sale of the Acquired Assets and such payment shall be made from such forfeited deposit. COVENANTS

6.1            Confidentiality Except as required by applicable law, in connection with the Auction or as approved by the Bankruptcy Court, beginning on the date hereof, Sellers shall not, and Sellers shall advise their respective officers, directors and Affiliates not to, directly or indirectly:

(i)           disclose to any Person, firm, corporation or other business entity any non-public information concerning the Business or any of the terms of this Agreement or any of the Related Agreements, for any reason or purpose whatsoever;

(ii)           from and after the Closing, make use of any such non-public information for their own purpose or for the benefit of any Person (other than Purchaser); or

(iii)           make any statements, observations or opinions or communicate any information (whether oral or written) that disparages or would reasonably be expected to harm the reputation of the Business or Purchaser.

6.2            Conduct of the Business Pending the Closing .

(a)           Except (i) as otherwise set forth on Schedule 6.2(a), (ii) as required by applicable Law or required, authorized or restricted pursuant to an Order of the Bankruptcy Court, (iii) as otherwise expressly contemplated by this Agreement, or (iv) with the prior written consent of Purchaser and the approval of the Bankruptcy Court after notice and hearing, during the period from the date of this Agreement to and through the Closing Date, Publishing shall:

(i)           conduct the Business only in the Ordinary Course of Business; and

(ii)           use its commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the Business, and (B) preserve the present relationships with customers and suppliers of the Business.

(b)           Except (i) as otherwise set forth on Schedule 6.2(b), (ii) as required by applicable Law, (iii) as otherwise contemplated by this Agreement, (iv) with the prior written consent of Purchaser or (v) the approval of the Bankruptcy Court after notice and hearing, Publishing shall not:

(i)           (A) increase the annual level of compensation payable or to become payable by Seller to any of its directors or executive officers, (B) grant any bonus, benefit or other direct or indirect compensation to any director or executive officer, (C) increase the coverage or benefits available under any (or create any new) employee benefit plan or (D) enter into any employment, deferred compensation, severance, consulting,