Mortgage Reduction Mortage

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5.6. Indemnification.

(a) Each of Seller and Purchaser shall indemnify and hold the other harmless against and in respect of all actions, suits, demands, judgments, costs and expenses (including reasonable attorneys' fees) (collectively, "Damages") relating to any misrepresentation, breach of any representation or warranty or non-fulfillment of any agreement on the part of such party in any Transaction Document.

(b) Purchaser shall indemnify and hold Seller harmless in respect of Damages relating to the Transferred Employees and the Business, in each case arising on or after the date hereof. Seller shall indemnify and hold Purchaser harmless in respect of Damages relating to the Transferred Employees and the Business, in each case arising prior to the date hereof.

(c) The indemnification provided for in this Section 5.6 shall terminate and be of no further force and effect one year from the date hereof, except as to any representation or warranty as to which a written notice of claim for indemnification has been given to the indemnifying party prior to the expiration of such one-year period. Neither party shall be liable pursuant to this Section for any amounts which in the aggregate exceed the Purchase Price.

5.7. Public Announcements. Unless otherwise required by law or the rules and regulations of the Securities and Exchange Commission, none of the parties shall issue any press release or make any public statement with respect to this Agreement and the transaction contemplated hereby except for the agreed upon press release to be issued by the parties on the date hereof.

5.8. Sales and Transfer Taxes. Seller shall pay all sales, use, excise and/or transfer taxes due with respect to the Business, provided that any property taxes relating to the Leased Premises shall be prorated between the parties based on their respective periods of occupancy during the applicable taxing period.

5.9. Noncompetition Agreement of Seller. For a period of five years following the date hereof, Seller shall not, directly or indirectly, as principal, investor, or in any similar capacity (i) engage in the Business anywhere in the world, (ii) own, manage, operate or control, or participate in the ownership, management, operation or control of, any business which directly or indirectly competes with the Business anywhere in the world, or (iii) with respect to the Business interfere with, disrupt or attempt to disrupt any present or prospective relationship, contractual or otherwise, between Purchaser and any of its licensors, licensees, clients, customers, suppliers, employees or other related parties, or employ, solicit or induce for hire any Transferred Employee, or any of the employees, agents, consultants or advisors of Purchaser or any employee who has left the employment of Purchaser within six months of the termination of said employee's employment with Purchaser, provided that nothing herein shall preclude Seller from beneficially owning less than five percent of the stock of any publicly traded company or merging with any other entity.

5.10. Non-Solicitation Agreement of Purchaser. For a period of five years following the date hereof, Purchaser shall not employ, solicit or induce for employment, directly or indirectly, any employees of Seller or any individual who has left the employment of Seller during the preceding six months.

5.11. Cross-Referrals.

(a) Purchaser agrees to direct to Seller any inquiries received by Purchaser within two years after the date hereof regarding web site development services. In addition, Purchaser will provide Seller with the opportunity to bid for the enhancement of Purchaser's web site, provided that Purchaser retains the right in its sole discretion to select any party (or no party) to perform such services.

(b) Seller agrees to direct to Purchaser any inquiries received by Seller within two years after the date hereof regarding the Business.

5.12. Use of Leased Premises. Seller agrees to permit Purchaser to use the Leased Premises for a period not to exceed four (4) months, commencing on the date hereof. Purchaser agrees to reimburse Seller at the rate of $ _________ per month during the period of Purchaser's occupancy thereof, such amount to be deemed to include rent, taxes and insurance (which Seller agrees to maintain at its current levels).

5.13. Post-Closing Financial Statements. When delivered, the Post-Closing Financial Statements will have been prepared in accordance with generally accepted accounting principles, consistently applied ("GAAP"), and will constitute fair and reasonable presentations of the financial position and results of operations of the Business, in all material respects, as of the dates and for the periods set forth therein.

6.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, sent by overnight courier or telecopied (with a confirmatory copy sent by overnight courier) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

6.2 Interpretation. When a reference is made in this Agreement of a Section, such reference shall be to a Section of this Agreement unless otherwise indicated, and the words "hereof," "herein" and "hereunder" and similar terms refer to this Agreement as a whole and not to any particular provision of this Agreement, unless the context otherwise requires. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."

6.3 Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

6.4 Entire Agreement; No Third-Party Beneficiaries. This Agreement, including the documents and instruments referred to herein, (i) understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person other than the parties any rights or remedies hereunder.

6.5 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of _________(STATE), regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

6.6 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the befit of, and be enforceable by, the parties and their respective successors and assigns.

6.7 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions be consummated as originally contemplated to the fullest extent possible.

6.8 Enforcement of this Agreement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

6.9 Consent to Jurisdiction. In the event that any legal proceedings are commenced in any court with respect to any matter arising under this Agreement, the parties hereto specifically consent and agree that the courts of the State of _________(STATE) and/or the Federal Courts located in the State of _________(STATE) shall have jurisdiction over each of the parties hereto and over the subject matter of any such proceedings, and the venue of any such action shall be in _________(STATE) County, _________(STATE) and/or the U.S. District Court for the Southern District of _________(STATE).

IN WITNESS WHEREOF, Purchaser and Seller have executed this Agreement as of the date first written above.

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