TAX SHARING AGREEMENT

“ Argyle Group ” shall mean, at any time, Argyle and any direct or indirect corporate subsidiaries of Argyle that would be eligible to join with Argyle, (i) with respect to U.S. Federal Taxes, in the filing of a consolidated U.S. federal income tax return if Argyle were not consolidated with Hearst and (ii) with respect to Combined State Taxes, in the filing of a consolidated, combined or unitary income or franchise tax return if Argyle were not consolidated, combined or filing on a unitary basis with any member of the Hearst Sub-Group.

“ Combined State Tax ” means, with respect to each state or local taxing jurisdiction, any income, franchise or similar tax payable to such state or local taxing jurisdiction in which a member of the Argyle Group files tax returns with a member of the Hearst Sub-Group, on a consolidated, combined or unitary basis for purposes of such income or franchise tax.

“ Deconsolidation ” means any event pursuant to which Argyle ceases to be a subsidiary corporation includible in a consolidated tax return of the Hearst Group for U.S. Federal Tax purposes.

“ Final Determination ” shall mean (i) with respect to U.S. Federal Taxes, a “determination” as defined in Section 1313(a) of the Code or execution of an Internal Revenue Service Form 870AD (or any other settlement or resolution of U.S. Federal Tax intended to be final) and, with respect to taxes other than U.S. Federal Taxes, any final determination of liability in respect of a tax that, under applicable law, is not subject to further appeal, review or modification through proceedings or otherwise, (ii) any final disposition of a tax issue by reason of the expiration of a statute of limitations or (iii) the payment of any tax by Hearst with respect to any item disallowed or adjusted by any taxing authority where Hearst determines in good faith, and after giving due consideration to any concerns or objections raised by Argyle, that no action should be taken to recoup such payment.

“ Hearst Group ” shall mean, at any time, Hearst and each direct and indirect corporate subsidiary eligible to join with Hearst in the filing of a consolidated U.S. federal income tax return.

“ Hearst Sub-Group ” shall mean, at any time, Hearst and each of its direct and indirect corporate subsidiaries other than those subsidiaries that are members of the Argyle Group.

“ Post-Deconsolidation Tax Period ” means (i) any tax period beginning and ending after the date of Deconsolidation and (ii) with respect to a tax period that begins before and ends after the date of Deconsolidation, such portion of the tax period that commences on the day immediately after the date of Deconsolidation.

“ Pre-Deconsolidation Tax Period ” means (i) any tax period beginning and ending before or on the date of Deconsolidation and (ii) with respect to a period that begins before and ends after the date of Deconsolidation, such portion of the tax period ending on and including the date of Deconsolidation.

“ Tax Asset ” means any net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable deduction or any other deduction, credit or tax attribute which could reduce taxes (including, without limitation, deductions and credits related to alternative minimum taxes).

“ U.S. Federal Tax ” means any tax imposed under Subtitle A of the Code, including any interest, penalties or additions to tax.

1.2      Internal References.  Unless the context indicates otherwise, references to Articles, Sections and paragraphs shall refer to the corresponding articles, sections and paragraphs in this Agreement and references to the parties shall mean the parties to this Agreement.

ARTICLE II

TAX SHARING

2.1      Tax Sharing.

(a)  General.  Subject to Section 2.1(c)(iv) below, for each taxable year (or portion thereof) of the Hearst Group during which income, loss, or credit against tax of the Argyle Group are includible in the consolidated U.S. federal income tax return of the Hearst Group, Argyle shall pay to Hearst an amount equal to the Argyle U.S. Federal Tax Liability, and for each taxable period during which income, loss or credit against tax of any member of the Argyle Group are includible in a return relating to a Combined State Tax, Argyle shall pay Hearst an amount equal to the Argyle Combined State Tax Liability for such taxable period, each as shown on the Pro Forma Returns (as defined in paragraph (c) below) in the manner specified in Sections 2.1(b) and 2.1(c)(ii).

(b)  Estimated Payments.  Hearst shall determine the amount of the estimated tax installment of the Argyle U.S. Federal Tax Liability (corresponding to Hearst’s estimated U.S. Federal Tax installment), as determined under the

principles of Section 2.1(a) of this Agreement, and shall provide Argyle with notice of such amount.  Argyle shall, within 5 business days of receipt of such notice (but in no event earlier than 5 business days prior to the due date of Hearst’s corresponding estimated tax payment), pay to Hearst the amount set forth in such notice.  Hearst shall determine under provisions of applicable law the amount of the estimated tax installment of the Argyle Combined State Tax Liability (corresponding to the relevant estimated Combined State Tax installment), as determined under the principles of Section 2.1(a) of this Agreement.  Argyle shall, within 5 business days of receipt of such notice (but in no event earlier than 5 business days prior to the due date of Hearst’s corresponding estimated tax payment), pay to Hearst the amount so determined.  Hearst shall in good faith give due consideration to any concerns or objections raised by Argyle with respect to the amounts set forth in the foregoing notices.

(c)   Payment of Taxes at Year-End.

(i)   On or before the due date (including all applicable and valid extensions) for the Hearst Group’s consolidated U.S. federal income tax return, Hearst shall prepare a pro forma U.S. Federal Tax return (a “ Pro Forma U.S. Federal Return ”) of the Argyle Group reflecting the Argyle U.S. Federal Tax Liability.  On or before the due date for each Combined State Tax return, Hearst shall prepare the relevant pro forma Combined State Tax return (each a “ Pro Forma Combined State Return ” and together with the Pro Forma U.S. Federal Return, the “ Pro Forma Returns ”) of the Argyle Group reflecting the relevant Argyle Combined State Tax Liability.  The Pro Forma Returns shall be prepared in good faith and in a manner generally consistent with past practice.  Hearst shall provide Argyle with copies of such Pro Forma Returns on or prior to their due date, and Argyle shall have the right at its own expense to review, ask questions and provide comments (including asking questions of and providing comments to Deloitte (or such other accounting firm engaged to review such returns pursuant to Section 2.1(e) below)) with respect to the Pro Forma Returns, and Hearst shall in good faith give due consideration to any such questions or comments raised by Argyle.

(ii)  Argyle shall pay to Hearst, or Hearst shall pay to Argyle, as appropriate, an amount equal to the difference, if any, between the Argyle U.S. Federal Tax Liability reflected on the Pro Forma U.S. Federal Return for such year and the aggregate amount of the estimated installments of the Argyle U.S. Federal Tax Liability for such year made pursuant to Section 2.1(b).  Argyle shall pay to Hearst, or Hearst shall pay to Argyle, as appropriate, an amount equal to the difference, if any, between the Argyle Combined State Tax Liability reflected on the relevant Pro Forma Combined State Tax Return for such year and the aggregate amount of the estimated installments paid for such year with respect to the corresponding Argyle Combined State Tax Liability pursuant to Section 2.1(b).  Hearst shall provide notice to Argyle of amounts payable pursuant to this Section 2.1(c)(ii), and Hearst shall in good faith give due consideration to any concerns or objections raised by Argyle with respect to such amounts.  Amounts payable pursuant to this Section 2.1(c)(ii) shall be paid within ten (10) days of the delivery of the related Pro Forma Returns.

(iii)  In the event that Hearst makes a cash deposit with a taxing authority in order to stop the running of interest or makes a payment of tax and correspondingly takes action to recoup such payment (such as suing for a refund), Argyle shall pay to Hearst an amount equal to Argyle’s share of the amount so deposited or paid (calculated in a manner consistent with the determinations provided in this Article 2).  Upon receipt by Hearst of a refund of any amounts paid by it in respect of which Argyle shall have advanced an amount hereunder, Hearst shall pay to Argyle the amount of such refund, together with any interest received by it on such refund, as soon as practicable following receipt.  If and to the extent that any claim for refund or contest based thereupon shall be unsuccessful, the payment by Argyle under this Section 2.1(c)(iii) shall be credited toward Argyle’s obligations under this Section 2.1(c)(iii) and any other payment obligation of Argyle under Section 2.1(d) below.

(iv)  If a Pro Forma Return reflects a Tax Asset of the Argyle Group, Hearst shall pay to Argyle (including by crediting amounts otherwise payable by Argyle pursuant to this Agreement) an amount equal to the actual tax savings that would otherwise have been achieved by the Argyle Group as a result of such Tax Asset determined as if the Argyle Group was not (and had not been) a member of the Hearst Group; provided, however, that to the extent Hearst (x) is not required to pay an amount to Argyle with respect to a Tax Asset of the Argyle Group pursuant to the foregoing clause of this Section 2.1(c)(iv) (because, for example, such Tax Asset would have expired unused if the Argyle Group was not (and had not been) a member of the Hearst Group) and (y) such Tax Asset of the Arg