Exhibit 2.1

PURCHASE AGREEMENT

MADE AS OF THE 1^ST DAY OF JUNE, 2005

BY AND AMONG

MONSTER WORLDWIDE, INC.,

TMP DIRECTIONAL MARKETING, LLC,

AND

TMP DM, INC.

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Execution Version

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”) is made as of this 1^st day of June, 2005, by and among Monster Worldwide, Inc., a Delaware corporation (“MNST”), TMP Directional Marketing, LLC, a Delaware limited liability company (the “Company”), and TMP DM, Inc., a Delaware corporation (“Buyer”).

WHEREAS, MNST owns all of the outstanding membership interests of the Company (“Target Units”);

WHEREAS, pursuant to the Contribution Agreement (as defined in Section 6.1(k) below), MNST contributed to the Company all of the issued and outstanding shares of common stock of (i) ▇▇▇▇▇▇.▇▇▇ Inc., a Delaware corporation (formerly known as ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.) (“▇▇▇▇▇▇.▇▇▇”), and (ii) Interface Realty, Inc., a New York corporation (“Interface Realty”) (all of the issued and outstanding shares of common stock of each of ▇▇▇▇▇▇.▇▇▇ and Interface Realty are referred to herein as the “MNST Sub Shares”); and

WHEREAS, the Company directly, and indirectly through its subsidiaries listed on Schedule A hereto (the “Company Subs”, and together with the Company, the “Companies”), is engaged in the Business (as hereinafter defined); and

WHEREAS, Buyer wishes to purchase the Target Units from MNST in order to acquire the Business and MNST desires to sell the Target Units to Buyer upon the terms and subject to the conditions set forth herein; and

WHEREAS, the parties wish to set forth certain other agreements among them; and

WHEREAS, capitalized terms used herein, that are not otherwise defined, have the meanings assigned to them in Section 11.9 hereof.

NOW THEREFORE, in consideration of the mutual covenants of the parties set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE

1.1                               Target Units.  On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 7.1 hereof) and upon the basis of the

representations, warranties, covenants and agreements contained herein, MNST shall sell, convey, transfer and deliver to Buyer free and clear of all Liens, and Buyer shall purchase from MNST, the Target Units free and clear of all Liens in consideration for the payment to MNST of EIGHTY MILLION UNITED STATES DOLLARS ($80,000,000) (the “Purchase Price”), less the OMS Amount, less the Escrow Amount, less the Initial Adjustment, less the Closing Adjustment (the “Payment Amount”).  The Payment Amount shall be subject to adjustment following the Closing Date as set forth in Sections 1.2 and 1.3 below, and shall be paid as follows: (i) a subordinated promissory note (the “Seller Note”) in the initial principal amount of $7,000,000 made by Buyer in favor of MNST substantially in the form of Exhibit C attached hereto and (ii) a secured demand promissory note made by Buyer in favor of MNST substantially in the form of Exhibit H attached hereto (the “One Minute Note”) in the aggregate principal amount of the remainder of the Payment Amount.  It is understood and agreed that contemporaneously with MNST’s receipt of the One Minute Note, MNST has demanded payment thereunder such that Buyer shall remit on the Closing Date payment in cash to MNST in an amount equal to the principal amount of the One Minute Note.

1.2                               Working Capital Adjustment.

(a)                                  Closing Date Estimate.  MNST and Buyer agree that, pending the final determination of the Actual Working Capital as provided in Section 1.2(b) below, the estimated Working Capital as of the day before the Closing Date (the “Estimated Working Capital”) is $(17,909,400).

(b)                                 Notwithstanding anything to the contrary contained herein, as soon as practicable and in any event not later than thirty (30) days after the Closing, Buyer shall deliver to MNST an unaudited balance sheet for the Company as of the day before the Closing Date (but immediately prior to giving effect to the Closing) (the “Closing Balance Sheet”).  Buyer hereby agrees to make the Company’s personnel available to assist MNST in order to enable MNST to confirm or dispute the accuracy of the Closing Balance Sheet following the delivery thereof to MNST.  The Closing Balance Sheet shall be prepared based on the accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology utilized in the preparation of the Estimated Working Capital (and the determination of Working Capital as of April 30, 2005 set forth on the attached Schedule 1.2(b)).  As soon as is reasonably practicable, but in any event within fifteen (15) days following the receipt of the Closing Balance Sheet, MNST shall complete a review of the Closing Balance Sheet and shall inform Buyer in writing that the Closing Balance Sheet is acceptable or object to the Closing Balance Sheet in writing, setting forth a specific description of MNST’s objections, and MNST shall be deemed to have agreed with all other items and amounts set forth on the Closing Balance Sheet to the extent to which MNST has not objected in writing.  If MNST does not so object to the Closing Balance Sheet, then MNST will be deemed to have accepted the Closing Balance Sheet.  If MNST so objects to the Closing Balance Sheet and Buyer does not agree with MNST’s objections or such objections are not resolved on a mutually agreeable basis within fifteen (15) days of Buyer’s receipt of MNST’s objections, any such disagreements shall be promptly submitted by either party to a mutually

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agreeable independent certified public accounting firm (the “Independent Firm”).  The Independent Firm shall resolve such dispute within thirty (30) days after submission of the dispute by the parties (it being acknowledged and agreed that the Independent Firm shall only utilize the accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology utilized in the preparation of the Estimated Working Capital (and the determination of Working Capital as of April 30, 2005 set forth on the attached Schedule 1.2(b)) in its resolution of such dispute).  The decision of the Independent Firm shall be final and binding upon MNST and Buyer and its fees, costs and expenses shall be borne by the party against which the Independent Firm shall rule or proportioned as deemed appropriate by such Independent Firm.  The Working Capital as finally determined pursuant to this Section 1.2(b) is referred herein as the “Actual Working Capital.”  For the avoidance of doubt, for purposes of the determination of Estimated Working Capital pursuant to Section 1.2(a) and Actual Working Capital, Schedule 1.2(b) attached hereto sets forth the determination of Working Capital as of April 30, 2005.  The determination of Estimated Working Capital pursuant to Section 1.2(a) and Actual Working Capital shall take, or took (as the case may be), into account the same components (i.e., line items) of, and adjustments to, the Working Capital reflected in the attached Schedule 1.2(b).  Further to the preceding sentence, the calculation of Estimated Working Capital pursuant to Section 1.2(a) was determined, and any such calculation of Actual Working Capital shall be determined, in accordance with the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Working Capital in the attached Schedule 1.2(b).  The parties agree that the purpose of preparing Working Capital hereunder is to measure changes in working capital without the introduction of different accounting methods, policies, practices, procedures, classifications, judgments or estimation methodologies from those used in the preparation of Working Capital in the attached Schedule 1.2(b).

(c)                                  The Payment Amount shall be adjusted upward, on a dollar-for-dollar basis, by the amount that Actual Working Capital is greater than Estimated Working Capital, as shown on the Closing Balance Sheet, as finally determined pursuant to Section 1.2(b) above, or downward, on a dollar-for-dollar basis, by the amount that Actual Working Capital is less than Estimated Working Capital, as shown on the Closing Balance Sheet as finally determined pursuant to Section 1.2(b) above.  In the event of an upward adjustment in the Payment Amount, the Company shall pay to MNST by wire transfer of immediately available funds within ten (10) business days of acceptance of the Closing Balance Sheet, as finally determined pursuant to Section 1.2(b) above, the amount of such upward adjustment and in the event of a downward adjustment in the Payment Amount, MNST shall pay to the Company by wire transfer of immediately available funds within ten (10) business days of the acceptance of the Closing Balance Sheet, as finally determined pursuant to Section 1.2(b) above, the amount of such downward adjustment.  “Working Capital” is as defined pursuant to Schedule 1.2(b) attached hereto.

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1.3                               Indebtedness Adjustment.

(a)                                  Closing Date Estimate.

(i)                                     MNST and Buyer agree that, pending final determination of the Actual Closing Date Indebtedness as provided elsewhere in this Section 1.3, the estimated Indebtedness as of the day before the Closing Date is $275,000 (the “Estimated Indebtedness”).  It is hereby acknowledged and agreed that, for purposes of this Section 1.3 only, the term “Indebtedness” shall not include any contingent obligations.

(ii)                                  Notwithstanding anything to the contrary contained herein, as soon as practicable and in any event not later than thirty (30) days after the Closing, Buyer shall deliver to MNST a conclusive statement of all outstanding Indebtedness of the Company as of the day before the Closing Date (the “Actual Closing Date Indebtedness”).

(iii)                               As soon as is reasonably practicable, but in any event within fifteen (15) days following the receipt of the Actual Closing Date Indebtedness,  MNST shall complete a review of the Actual Closing Date Indebtedness and shall inform Buyer in writing that the Actual Closing Date Indebtedness is acceptable or object to the Actual Closing Date Indebtedness in writing, setting forth a specific description of MNST’s objections.  Buyer hereby agrees to make the Company’s personnel available to assist MNST in order to enable MNST to confirm or dispute the accuracy of the Actual Closing Date Indebtedness following the delivery thereof to MNST.  If MNST does not so object to the Actual Closing Date Indebtedness, then MNST will be deemed to have accepted the Actual Closing Date Indebtedness.  If MNST so objects to the Actual Closing Date Indebtedness and Buyer does not agree with MNST’s objections or such objections are not resolved on a mutually agreeable basis within fifteen (15) days of Buyer’s receipt of MNST’s objections, any such disagreements shall be promptly submitted by either party to the Independent Firm.  The Independent Firm shall resolve such dispute within thirty (30) days after submission of the dispute by the parties.  The decision of the Independent Firm shall be final and binding upon MNST and Buyer and its fees, costs and expenses shall be borne by the party against which the Independent Firm shall rule or proportioned as deemed appropriate by such Independent Firm.

(b)                                 The Payment Amount shall be adjusted upward, on a dollar-for-dollar basis, by the amount that Actual Closing Date Indebtedness is less than Estimated Indebtedness, or downward, on a dollar-for-dollar basis, by the amount that Actual Closing Date Indebtedness is greater than Estimated Indebtedness.  In the event of an upward adjustment in the Payment Amount, the Company shall pay to MNST by wire transfer of immediately available funds within ten (10) business days of the final determination of the Actual Closing Date Indebtedness pursuant to Section 1.3(a) above, the amount of such upward adjustment and in the event of a downward adjustment in the Payment Amount, MNST shall pay to the Company by wire transfer of immediately available funds within ten (10) business days of the final determination of the Actual Closing Date Indebtedness pursuant to Section 1.3(a) above, the amount of such downward adjustment.

1.4                               Escrow Adjustment.  If MNST is obligated to pay any amount pursuant to Sections 1.2, 1.3, 9.1(ii) through (xiv) or any Losses pursuant to which the Indemnification

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Cap does not apply, then Buyer shall have the right (but not the obligation) to obtain payment of such amount out of the escrow account pursuant to the terms and conditions of this Agreement and the Escrow Agreement (as defined below) and MNST shall promptly (but in any event within three (3) business days) replenish the escrow account by the amount of such payment.

1.5                               Closing Adjustment.  The sum of the Estimated Working Capital and the Estimated Indebtedness is $(18,184,400) (the “Closing Adjustment”).  The Payment Amount, therefore, shall be $56,587,600 and the One Minute Note shall be in the principal amount of $49,585,850 (which reflects a reduction of fees paid to the Escrow Agent (defined below)).

ARTICLE II

MANNER OF EXCHANGE

2.1                               Exchange of Target Units.  At the Closing, (upon satisfaction or waiver of all conditions to Closing contained herein) MNST shall deliver to Buyer a certificate or certificates representing all of the Target Units free and clear of all Liens, with all necessary stock transfer or other documentary stamps attached, and Buyer shall deliver to MNST the Payment Amount in the manner provided in Section 1.1 above.  Notwithstanding the foregoing, immediately upon receipt by Buyer of the Target Units, Buyer shall deliver to MNST a certificate or certificates representing the Target Units which MNST shall hold pursuant to the Security and Pledge Agreement (as hereinafter defined) until such time as Buyer has paid in cash the principal amount due under the One Minute Note.  In addition, Buyer will deliver the Escrow Amount by wire transfer of immediately available funds to an account designated by ▇▇▇▇▇ Fargo Bank, National Association as escrow agent (the “Escrow Agent”), established pursuant to the terms of an escrow agreement by and among Buyer, MNST, and the Escrow Agent (the “Escrow Agreement”) which escrow amount shall be held in accordance with the Escrow Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF MNST AND THE COMPANY

As a material inducement to Buyer to enter into and perform its obligations under this Agreement and each of the other agreements contemplated hereby, the Company and MNST jointly and severally represent and warrant to Buyer as follows:

3.1                               Organization; Subsidiaries.  Each of the Companies is duly organized, validly existing and, to the extent applicable, in good standing under the laws of the jurisdiction (including foreign jurisdictions) in which it is organized and has the requisite limited liability company power or corporate power, as the case may be, and authority necessary to own, lease and operate its properties and assets and to carry on its business as now being conducted except where the failure to have such power and authority would not reasonably be expected to have a Material Adverse Effect on the Company.  As used in this Agreement, “Material Adverse Effect”

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means, with respect to the Company, the Business or Buyer, as applicable (the Company, the Business or Buyer, as applicable, being referred to in this sentence as “such Person”), any change, effect, event, occurrence or state of facts (or any development that has had or is reasonably likely to have any change or effect) that is materially adverse to the business, financial condition, results of operations, employee relations, customer relations, supplier relations, assets or operations of such Person and its Subsidiaries, taken as a whole, or which would prevent or materially delay the consummation of the transactions contemplated hereby; provided, however, that the following shall be disregarded in determining whether a Material Adverse Effect has occurred:  (i) any adverse change, event, development or effect attributable to the Buyer or any of its Affiliates as a result of the announcement or pendency of the transactions contemplated hereby (including any cancellations of or delays in customer agreements, any reduction in sales, any disruption in supplier, partner or similar relationships or any loss of employees); (ii) any adverse change, event, development or effect arising from or relating to any change in GAAP; (iii) any adverse change, event, development or effect arising from or relating to laws, rules, regulations, orders or other binding directives issued by any Governmental Entity that do not relate only to such Person and its Subsidiaries; (iv) a change in the U.S. economy or the international economy; or (v) a change caused by an act of war, sabotage or terrorism, military action or escalation thereof to the extent it does not physically damage the facilities of the Business.  The term “Subsidiary,” with respect to any Person, means any corporation or other legal entity of which such Person controls (either alone or through or together with any other Subsidiary), directly or indirectly, more than 50% of the capital stock or other ownership interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.  Schedule 3.1 attached hereto lists each Subsidiary of the Company and the percentage ownership by the Company of each such Subsidiary.  Each of the Company and MNST have made available to Buyer complete and correct copies of its certificate of formation and limited liability company agreement and its certificate of incorporation and by-laws, respectively, and the certificates of incorporation and by-laws (or comparable charter documents) of the Company Subs, in each case as amended.  Except as set forth in Schedule 3.1 attached hereto, all of the outstanding shares of capital stock or other ownership interests of each of the Company Subs has been validly issued and are fully paid and nonassessable and are owned by the Company, free and clear of all Liens, and free and clear of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws.  None of the capital stock or other ownership interests of each of the Company Subs have been issued in violation of any preemptive or similar rights granted pursuant to the Company’s certificate of formation or limited liability company agreement or any of the Company Sub’s certificates of incorporation or otherwise.  There is no subscription, option, warrant, put, call, right or other agreements or commitments relating to the issuance, sale, delivery or transfer (including any right of conversion or exchange under any outstanding security or other instrument) of any of the Company Sub’s capital stock or other ownership interests, as applicable.  There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to any of the Company Subs.  No Company Sub has violated any applicable federal, state or foreign securities laws in connection with the offer, sale or issuance of any of its capital stock or other ownership interests.  There are no outstanding obligations of any of the

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Company Subs to repurchase, redeem or otherwise acquire any of its outstanding shares of capital stock, partnership interests or other equity interests, as applicable.

3.2                               Capitalization.

(a)                                  The authorized membership interests of the Company consists of ten (10) membership interests.  As of the date hereof there are, and as of the Closing Date there will be, outstanding ten (10) membership interests in the Company, all of which are owned by MNST free and clear of all Liens except for the restrictions imposed by applicable securities laws and except as set forth on Schedule 3.2 with respect to Liens in existence as of the date hereof.  All of the Target Units outstanding as of the date hereof have been duly authorized and validly issued and are fully paid and nonassessable.  At the Closing, except as otherwise set forth on Schedule 3.1, Buyer shall directly or indirectly own 100% of the issued and outstanding membership interests, capital stock or other equity interests, as applicable, of the Company and each Company Sub free and clear of all Liens other than Liens granted by Buyer or its Affiliates.

(b)                                 Except as described in Section 3.2(a) above, there are no outstanding (i) membership interests or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for membership interests or voting securities of the Company or (iii) options or other rights to acquire from MNST or the Company, or other obligations of MNST or the Company, to issue, any membership interests, voting securities or securities convertible into or exchangeable for membership interests or voting securities of the Company (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”).

(c)                                  None of the Target Units have been issued in violation of or are currently subject to any preemptive or similar rights granted pursuant to the Company’s or MNST’s certificate of formation or certificate of incorporation, as the case may be, or otherwise.  There are no voting trusts, proxies or any other agreements or understandings with respect to the voting of any of the Target Units.  Neither the Company nor MNST has violated any applicable federal, state or foreign securities laws in connection with the offer, sale or issuance of any of the Target Units.  There are no outstanding obligations of the Company or MNST to repurchase, redeem or otherwise acquire any of the Target Units.

3.3                               Authorization.  MNST has the requisite corporate power and authority to enter into this Agreement and the other agreements and instruments contemplated hereby, perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.  The Company has the requisite limited liability company power and authority to enter into this Agreement and the other agreements and instruments contemplated hereby, perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance of this Agreement and the other agreements and instruments contemplated hereby by each of ▇▇▇▇

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and the Company and the consummation by each of MNST and the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action or limited liability action, as the case may be, on the part of each of MNST and the Company .  This Agreement has and the other agreements and instruments contemplated hereby will have been duly executed and delivered by each of MNST and the Company and (assuming that this Agreement constitutes and the other agreements and instruments contemplated hereby will constitute valid and binding agreements of Buyer and the other parties thereto) constitute or will constitute a valid and binding obligation of each of MNST and the Company, enforceable against each of MNST and the Company in accordance with its terms, except that such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally.

3.4                               Governmental Authorization.  No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative agency, commission or other governmental authority or agency, domestic or foreign (a “Governmental Entity”), is required by or with respect to MNST or the Company in connection with the execution and delivery of this Agreement and the other agreements and instruments contemplated hereby by MNST and the Company or the consummation by MNST or the Company of the transactions contemplated hereby and thereby, except for (a) the filing of a premerger notification and report form by the Company under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and expiration or termination of the waiting period thereunder and filings pursuant to similar applicable competition, merger control, antitrust or other laws, (b) the filing by MNST with the Securities and Exchange Commission (the “SEC”) of such reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the other agreements and instruments contemplated hereby, and (c) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not adversely effect the conduct of the Business in any material respect as currently conducted.

3.5                               Non-contravention.  Assuming compliance with the matters referred to in Section 3.4, and except as disclosed on Schedule 3.5 attached hereto, the execution and delivery of this Agreement and the other agreements and instruments contemplated hereby by each of MNST and the Company does not, and the consummation of the transactions contemplated hereby and thereby will not (a) contravene, conflict with, or result in any violation or breach of any provision of (i) the certificate of incorporation or by-laws (or equivalent charter documents) of MNST or any Company Sub, or (ii) the certificate of formation or limited liability company agreement of the Company,  (b) contravene, conflict with, result in a violation or breach of, or require any authorization, consent, approval, exemption, or other action from any Person or by notice or filing with any court or other governmental body, under any provision of any applicable law, regulation, judgment, injunction, order or decree, (c) require any consent, exemption or other action by any Person under (except as has already been obtained or taken), constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company, any of the Company Subs or the Business is entitled under any provision of any agreement or other instrument

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(including, without limitation, any note, indenture, mortgage, deed of trust, loan agreement or lease) binding upon the Company, any of the Company Subs or otherwise relating in any way to the Business or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Companies or (d) result in the creation or imposition of any Lien on any asset of any of the Companies, it being acknowledged and agreed that in the case of clauses (b) and (c) except to the extent that such matters (or the absence of which) would not adversely effect the conduct of the Business in any material respect as currently conducted.

3.6                               SEC Reports; Financial Statements.

(a)                                  MNST has filed all required reports, schedules, forms, statements and other documents with the SEC required to be filed by it under the Exchange Act since January 1, 2003 (the “MNST SEC Reports”).  As of their respective dates or, if amended, as of the date of the last such amendment, the MNST SEC Reports complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such MNST SEC Reports.  None of the Company Subs is required to file any forms, reports or other documents with the SEC.

(b)                                 The financial statements of MNST included in the MNST SEC Reports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and present fairly, in all material respects, the consolidated financial position of MNST and its consolidated Subsidiaries (inclusive of the Company) as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to year-end audit adjustments).

(c)                                  The attached Schedule 3.6 contains (i) unaudited balance sheets of the Business on a consolidated basis as of December 31, 2003 and 2004, and the related unaudited consolidated statements of operations and statements of cash flows for the years then ended and (ii) unaudited balance sheets of the Business on a consolidated basis as of April 30, 2005, and the related unaudited consolidated statements of operations and statements of cash flows for the four (4) months then ended (all such balance sheets and income statements collectively, the “Business Financial Statements”).  The balance sheet as of April 30, 2005 included in the Business Financial Statements is sometimes referred to herein as the “Latest Balance Sheet”.  Each of the Business Financial Statements (including in all cases the notes thereto, if any) is consistent with the books and records of the Business (which, in turn, are accurate and complete in all material respects) and presents fairly, in all material respects, the financial condition and results of operations and cash flows of the Business in accordance with GAAP (except as set forth on Schedule 3.6) applied on a consistent basis as of the dates and for the periods set forth therein.

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3.7                               Absence of Certain Changes or Events.  Except as set forth in Schedule 3.7 attached hereto, since December 1, 2004, with respect to the Companies, the Company has conducted its business only in the ordinary course and there has not been:

(a)                                  any Material Adverse Effect;

(b)                                 any direct or indirect declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock, property or any combination thereof (exclusive of any dividend or distribution from any Company Sub to another Company Sub or to the Company)) in respect of any of the Companies’ membership interests, capital stock or other ownership interests, as applicable, or any direct or indirect repurchase, redemption or other acquisition by any of the Companies of any of its membership interests, any shares of its capital stock or other ownership interests, as applicable;

(c)                                  any increase in the rate or change in the terms of base compensation payable or to become payable by any of the Companies to senior management of the Business receiving more than $200,000 in base compensation as of the date hereof; any increase in the rate or change in the terms of any bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any such senior managers of the Business receiving more than $200,000 in base compensation as of the date hereof; any special bonus or special remuneration paid to any member of senior management of the Business receiving more than $200,000 in base compensation as of the date hereof; or any written employment contract executed or amended with respect to any member of senior management of the Business receiving more than $200,000 in base compensation as of the date hereof;

(d)                                 any entry into any material agreement, material commitment or material transaction (including, without limitation, any borrowing of money, issuance of notes or other evidences of Indebtedness, capital expenditure or capital financing or any amendment, modification or termination of any existing agreement, commitment or transaction) by any of the Companies, except agreements, commitments or transactions in the ordinary course of business and consistent with past practices or as expressly contemplated in this Agreement and the other agreements and instruments contemplated hereby;

(e)                                  any mortgage, pledge or subjection to a Lien of any of the Companies’ assets;

(f)                                    any sale, assignment, license, transfer or encumbrance of any of the Companies’ Intellectual Property Rights which would reasonably be expected to adversely affect the Business in any material respect as currently conducted;

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(g)                                 any material change by any of the Companies in accounting methods, principles or practices (including billing or collection practices used by the Company or any Company Sub), or made or rescinded any material Tax election or changed in any material respect any method of accounting for foreign, federal or state income tax purposes;

(h)                                 any intercompany charges or conduct of cash management customs and practices in each case other than in the ordinary course of business;

(i)                                     any change in any of the Companies’ authorized or issued membership interests, capital stock or other equity interests; grant of any option, warrant or right to purchase membership interests, shares of capital stock or other equity interests of any of the Companies; issuance of any security convertible into such membership interests, capital stock or other equity interests; grant of any registration rights; or purchase, redemption, retirement, or other acquisition by any of the Companies of any such membership interests, shares of capital stock or other equity interests;

(j)                                     any damage, destruction or casualty loss to any asset or property of any of the Companies in excess of $200,000, whether or not covered by insurance or suffered any substantial destruction of any of the Companies’ books and records;

(k)                                  any cancellation or waiver of any debts, claims or rights with a value to any of the Companies in excess of $200,000;

(l)                                     any settlement of any material claim, material litigation or material action pending against any of the Companies;

(m)                               any changes (or authorized changes) in any of the Companies’ constituent or governance documents;

(n)                                 any entry into, termination of, or receipt of notice of termination of any license, dealers, sales representative, joint venture, credit, or similar contract other than in the ordinary course of business; or

(o)                                 any commitment or agreement, whether oral or written, by any of the Companies to do any of the foregoing.

3.8                               Litigation.  Except as set forth on Schedule 3.8 attached hereto, there are no material claims, actions, suits, proceedings, investigations (to the knowledge of the Company or MNST), or orders, in law or equity, pending, or, to the knowledge of the Company or MNST,

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threatened, by or against any of the Companies, the Business or any of the Companies’ assets (tangible or intangible), or otherwise relating to the execution and delivery of this Agreement and the other agreements and instruments contemplated hereby and the consummation of the transactions contemplated hereunder, and, except as set forth in Schedule 3.8, to the knowledge of the Company or MNST, there does not exist any valid basis for any such claim, action, suit, proceeding, investigation or order; and, to the knowledge of the Company or MNST, there is no condemnation, expropriation or other proceedings in eminent domain pending or threatened affecting any of the Company Office Locations.  Except as set forth on Schedule 3.8, each of the Companies is fully insured (and the Company and the Company Subs are currently an insured party (and is currently entitled to receive benefits therefrom) under the insurance policies maintained by MNST and listed on Schedule 3.26 attached hereto) with respect to each of the matters disclosed pursuant to this Section 3.8, subject to applicable deductions.

3.9                               Compliance with Laws.  Except as disclosed in Schedule 3.9 attached hereto, the Companies and the Business are in compliance with all applicable statutes, laws, ordinances, regulations, rules, judgments, decrees and orders of any Governmental Entity applicable to their respective businesses or operations, except in each case, to the extent that such noncompliance would not adversely effect the conduct of the Business in any material respect as currently conducted, and no notices have been received by and, to the Company’s and MNST’s knowledge, no claims have been filed against MNST, the Company or any Company Sub alleging a material violation of any such laws, ordinances, rules, requirements or regulations (provided that no representation or warranty is made in this Section 3.9 with respect to Environmental Laws or Taxes).  Each of the Companies and the Business has in effect all federal, state, local and foreign governmental approvals, qualifications, authorizations, certificates, accreditations, filings, franchises, licenses, notices, permits and rights (“Permits”) necessary for it to own, lease or operate its properties and assets and to carry on its business as now conducted, except in each case, to the extent such Permits are not material to the conduct of the Business as currently conducted.  None of the Companies or the Business is in default in any material respect under any material Permit and Schedule 3.9 attached hereto sets forth a list of all such Permits (including each domestic and foreign jurisdiction in which the Company and each Company Sub is qualified to do business).

3.10                        Taxes.  Except as set forth on Schedule 3.10  attached hereto:

(a)                                  All Tax Returns required to be filed on or prior to the Closing Date by or on behalf of the Company, any Company Sub or any Affiliated Group of which the Company or any Company Sub is or was a member have been duly and timely filed (after giving effect to any valid extensions of time in which to make such filings).  All such Tax Returns are correct and complete in all material respects.  All Taxes due and owing (whether or not shown or required to be shown on such Tax Returns), either directly, as part of a consolidated Tax Return of another taxpayer or any Affiliated Group, or otherwise, have been duly and timely paid.

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(b)                                 No agreement extending, or having the effect of extending, the period of assessment or collection of any material Taxes with respect to the Company or any Company Sub has been executed or filed with the IRS or any other taxing authority.

(c)                                  Neither the Company nor any Company Sub is bound by or has any obligation under any Tax allocation or sharing agreement.

(d)                                 Neither the Company nor any Company Sub has been a member of an Affiliated Group filing a consolidated federal income Tax Return other than a group the common parent of which is MNST or has any liability for the Taxes of any Person as a transferee or successor, by contract, or otherwise.

(e)                                  Buyer has received complete copies of (A) all material federal, state, local and foreign income or franchise Tax Returns of the Companies (or, in the case of Tax Returns filed for an Affiliated Group, the portion of such consolidated Tax Returns relating to the Companies) relating to taxable periods beginning after December 31, 2000 and (B) any audit or examination report or other statement of deficiency or proposed adjustment issued within the last three years relating to any material income Taxes due from or with respect to the Companies.

(f)                                    All material deficiencies asserted or assessments made against or covering or including MNST and each of the Companies have been paid, and there are no other material audits or investigations by any taxing authority in progress against any of the Companies, nor have MNST, the Company or any Company Sub received any written notice from any taxing authority that it intends to conduct such an audit or investigation.

(g)                                 There are no Liens for Taxes upon any of the properties or assets of any of the Companies other than Liens for current Taxes not yet due and payable.

(h)                                 MNST is not a foreign person within the meaning of Section 1445 of the Code.

(i)                                     Neither Company nor any Company Sub will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (A) change in method of accounting for a taxable period ending on or prior to the Closing Date; (B) “closing agreement” as described in Code §7121 (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (C) intercompany transactions occurring prior to the Closing or any excess loss account existing prior to the Closing described in Treasury Regulations under Code § 1502 (or any

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corresponding or similar provision of state, local or foreign income Tax law); (D) installment sale or open transaction disposition made on or prior to the Closing Date; or (E) prepaid amount received on or prior to the Closing Date.

(j)                                     The unpaid Taxes of the Company and the Company Subs (A) did not, as of the date of the Latest Balance Sheet, exceed the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Latest Balance Sheet (rather than in any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of MNST and its Subsidiaries in filing their Tax Returns.  Since the date of the Latest Balance Sheet, neither the Company nor any Company Sub has incurred any liability for Taxes outside the ordinary course of business.

(k)                                  For federal income tax purposes, the Company is disregarded as an entity separate from MNST.

(l)                                     The portion of the sum of (i) the Purchase Price less (ii) the OMS Amount less (iii) the Initial Adjustment that is allocated pursuant to Section 8.4(h) to Company assets that will be deductible (as an amortization deduction or a depreciation deduction) for federal income tax purposes after the Closing Date will exceed by at least $33.0 million the adjusted tax basis, measured immediately prior to the Closing, of Company assets that are deductible (as an amortization deduction or a depreciation deduction) for federal income tax purposes and for which the appropriate MNST subsidiary has been taking an amortization or depreciation deduction for such purposes.

3.11                        Employee Benefit Plans.  The attached Schedule 3.11 lists each Plan (as defined below) currently maintained or sponsored by the Company or MNST on behalf of employees or former employees of the Business (and their dependents or beneficiaries) or with respect to which the Companies have any material liability.    The Company and the Business are in compliance in all material respects with the terms of each Plan and the requirements applicable to each Plan prescribed by ERISA, the Code and other applicable law.  Each Plan that is intended to be qualified under Section 401(a) of the Code has been determined to be so qualified.  No lawsuit, claim or other action (other than routine claims for benefits, and appeals of such claims) is pending, or to the knowledge of MNST and the Company, threatened with respect to any Plan by any employee or former employee of the Business (or their dependents or beneficiaries).  No non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Plan which could reasonably be expected to result in a material liability to the Companies, Buyer or its Affiliates.  Except as disclosed on Schedule 3.11, the consummation of the transactions contemplated by this Agreement and the other agreements and instruments contemplated hereby will not accelerate the time of payment or vesting of any employee or former employee (or dependents or beneficiaries thereof) of the Business.  The consummation of the transactions contemplated by this Agreement and the other agreements and instruments contemplated hereby will not give rise

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to any material liability under any Plan or increase the amount of compensation or benefits due to any employee or former employee (or dependents or beneficiaries thereof) of the Business under any such Plan solely by reason of such transactions.  No Plan provides retiree health or death benefits to any current or former employee of the Business (or any dependent thereof), other than pursuant to COBRA or other applicable law.  As used herein, “Plan” means any “employee benefit plan” (within the meaning of Section 3(3) of ERISA) or any other material bonus, profit sharing, pension, deferred compensation, severance, incentive, health, life, disability or welfare plan or policy, program, arrangement or other agreement.  True and complete copies of any Plan has been made available to the Buyer along with all material documents pursuant to which such Plan is maintained, funded or administered.

3.12                        Environmental Matters.  (a)  Except as set forth on Schedule 3.12 hereto:

(i)                                     no written notice, demand, request for information, citation, summons or order has been received, no penalty has been assessed, and no action, suit, proceeding or, to the knowledge of MNST and the Company, investigation is pending or, to the knowledge of MNST and the Company, threatened in writing by any Governmental Entity or any other Person which alleges material liability or a material violation by the Company, any Subsidiary or the Business or any of their respective predecessors under any Environmental Law;

(ii)                                  the Company, its Subsidiaries and the Business are each in compliance with all material applicable Environmental Laws and all Environmental Permits; and

(iii)                               (A) in connection with the real property leased by the Company, any Subsidiary or the Business or any of their predecessors no release, emission, or discharge into the environment of petroleum or hazardous materials has occurred or is presently occurring so as would give rise to material liability under any Environmental Law and (B) no hazardous material, including polychlorinated biphenyls (“PCBs”), has been disposed of or released by the Company, any Subsidiary, the Business or any of their respective predecessors except in compliance with applicable Environmental Laws and as would not give rise to material liability under Environmental Law and no hazardous material, hazardous waste or hazardous substance, including PCBs, has been disposed of by any other Person at or from the real property leased by the Company, any Subsidiary or the Business or any of their respective predecessors, except in compliance with applicable Environmental Laws and as would not give rise to material liability (known or unknown) under Environmental Law.

(b)                                 As used herein,

(i)                                     “Environmental Laws” means any federal, state, local or foreign law, regulation, rule, order or decree, and all common law in each case as in effect on the date hereof, relating to pollution or the protection of the environment;

(ii)                                  “Environmental Permits” means all permits, licenses, certificates or approvals necessary for the operations of the Company, any of the Company Subs

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or the Business as currently conducted to comply with all applicable Environmental Laws; and

(iii)                               “hazardous materials” shall include petroleum, and “hazardous substances” as defined by the Comprehensive Environmental Response Compensation and Liability Act and “hazardous wastes” as defined in the Resource Conservation and Recovery Act, both as amended as of the date hereof, and as such terms are defined in the equivalent state statutes, if any, of the states in which the Company operates and any other substance for which liability or standards of conduct may be imposed under Environmental Law.

3.13                        Intellectual Property.

(a)                                  Schedule 3.13(a) identifies (i) each Company Intellectual Property Right relating to the Business that is registered, patented or subject to a pending application for patent or registration, together with a brief description of each related application, patent or registration information and the current registrant, patentee or applicant, as applicable, (ii) each Company Intellectual Property Right that is an unregistered copyright, trademark, service ▇▇▇▇ or trade name and that is material to the ongoing operation of the Business, together with a brief description of the Company products and services associated with such copyright, trademark, service ▇▇▇▇ or trade name, and (iii) each Internet domain name registration presently used in and material to the ongoing operation of the Business (including such domain name registrations in the name of the Company that are redirected to web sites presently operated by or for the Company or any Company Sub), and in the case of registrations in the name of an entity other than the Company or a Company Sub a designation indicating such will be provided following the date of this Agreement.  Except as set forth on Schedule 3.13(a), as of the Closing Date the Company or one of the Company Subs shall be the sole owner, free and clear of Liens, of all right, title and interest in and to each of the Company Intellectual Property Rights identified or required to be identified on Schedule 3.13(a).  None of the material Company Intellectual Property Rights (other than trademarks, servicemarks, tradenames or registrations or applications for the same) will be owned by MNST or any of its Subsidiaries after the Closing Date.    Anything herein to the contrary notwithstanding, MNST shall retain all rights, title and interest in and to each and every trademark, service ▇▇▇▇ and trade name, and all registrations and applications for the same, that use the word “Monster” or a derivative or conjugation thereof, and no such trademark, service ▇▇▇▇ or trade name, or registrations or applications for the same, are to be transferred to Buyer in connection with this Agreement.

(b)                                 Licenses.

(i)                                     Schedule 3.13(b)(i) identifies Inbound IP Licenses other than (A) Commercial Software Licenses, (B) licenses of customer trademarks, customer content and related third party materials provided to the Company or a Company Sub for use in connection with the Company’s or Company Sub’s performance of services for such customer, (C) licenses that are immaterial to the ongoing operation of the Business (such, for example, co-

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brand agreements, linking agreements, private label agreements); (D) immaterial shrink-wrap, click-through and similar licenses; and (E) Inbound Software Licenses (as defined in Section 3.13(b)(iii)).

(ii)                                  Schedule 3.13(b)(ii) identifies each Outbound IP License from which the Company or any Company Sub have derived revenue (excluding any licenses where the Company and Company Subs have derived less than fifty thousand dollars ($50,000) in revenue during 2004 for all such licenses related to the same products or services), and each Outbound IP License the loss of which could reasonably be expected to result in a Material Adverse Effect, excluding in each case (A) licenses granted to customers of the Company’s yellow pages advertising business containing terms and conditions customary in the telephone directory advertising business which licenses provide for such customer’s use of work product created by or on behalf of the Company or Company Sub as applicable, and (B) licenses of Exploited Software (as defined in Section 3.13(e)).  As of the Closing Date, neither MNST nor its Subsidiaries (other than the Company and the Company Subs), nor any third party, has any present or future, contingent or certain, sole or exclusive rights in or to, or option to acquire ownership of, any Company Intellectual Property Right.  Copies of the Outbound IP Licenses (including amendments thereto) set forth on Schedule 3.13(b)(ii) have been provided to Buyer.  With respect to any Outbound IP Licenses that are not set forth on Schedule 3.13(b)(ii), and except as otherwise set forth on Schedule 3.13(b)(ii):

(A) none of the Outbound IP Licenses contain licenses to the trademarks “TMP” (including variations thereof) or “▇▇▇▇▇▇.▇▇▇” (including variations thereof), except licenses terminable by the Company or a Company Sub on no greater than one (1) year prior notice and licenses to Company franchisees (if any) and marketing agents (it being understood that any such licenses outside of the United States, Canada and Japan shall not be required to be disclosed or provided);

(B) none of the Outbound IP Licenses impose on the Company or any Company Sub any obligation that, as of the Closing Date, could foreseeably and reasonably result in a Material Adverse Effect on the Company or Company Sub; and

(C) no breach of an individual Outbound IP License by the Company or any Company Sub could, as of the Closing Date, foreseeably and reasonably result in a Material Adverse Effect on the Company or Company Sub.

(iii)                               Schedule 3.13(b)(iii) identifies each Inbound IP License (excluding licenses of executable computer software) that is material to the continued operation of the Business as presently conducted or pursuant to which the Company or any Company Sub is obligated to pay any royalty or similar fee for the usage of Third Party Licensed IP (“Inbound Software License”).  Copies of the Inbound IP Licenses (including amendments thereto) set forth on Schedule 3.13(b)(iii) have been provided to Buyer.

(c)                                  The Company Intellectual Property Rights identified on Schedule 3.13 (including any subsection thereof) and the Third Party Licensed IP identified on Schedule

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3.13(b)(i) constitute all Intellectual Property Rights required for the material operation of the Business as presently conducted.  The Company, the Company Subs, and MNST and its Subsidiaries with respect to operation of the Business, have taken reasonable precautions to protect the secrecy and confidentiality of trade secrets and confidential and proprietary information used in the operation of the Business.

(d)                                 To the knowledge of MNST, the operation of the Business has not (and will not when conducted in the same manner as historically conducted) infringed upon or misappropriated any third party Intellectual Property Rights.

(e)                                  Schedule 3.13(e) identifies and describes any computer software or computerized data owned by the Company or any of the Company Subs from which the Company or any of the Company Subs, or MNST and its Subsidiaries in the operation of the Business, have derived revenue in excess of fifty thousand dollars ($50,000) during 2004 for all licenses of such software or data (the “Exploited Software”).  With respect to the Exploited Software:  (A) the Company and the Company Subs own all right, title and interest in and to the Intellectual Property Rights embodied in such Exploited Software, except for Third Party Licensed IP used pursuant to an Inbound IP License permitting the Company or the Company Subs to incorporate such Third Party Licensed IP into, and redistribute such Third Party Licensed IP with, the Exploited Software; (B) to the knowledge of MNST, the Company or its Subsidiaries have possession and control of the source code and programmer documentation relating to the current version of such Exploited Software, and no source code or programmer documentation relating to any Exploited Software versions has been disclosed or made available to any person or entity other than employees of the Business or consultants who have signed valid non-disclosure and proprietary rights agreements that provide for the Company’s ownership of such Exploited Software; and (C) to the knowledge of MNST, none of the Exploited Software or any portion thereof contains or is a derivative work based upon any software licensed under the General Public License or Lesser General Public License, or similar license that requires or may require that source code for the Exploited Software or any portion thereof be made available to the public or to licensees.

(f)                                    None of MNST and its Subsidiaries (including, for the sake of clarity, the Company and its Subsidiaries) is a party to, and to the knowledge of MNST no Company Intellectual Property Right is subject to, any outstanding judgment, injunction, order or decree that would restrict the use of any Company Intellectual Property Right by the Company or any of the Company Subs or would restrict the licensing thereof by the Company or any of the Company Subs to any Person.  None of the Company or the Company Subs is a defendant in any action, suit, investigation or proceeding relating to, or otherwise has been notified of, any alleged claim of infringement of any Intellectual Property Right of any other Person.  Neither the Company nor the Company Subs has any outstanding claim or suit for any continuing infringement by any other Person of any Company Intellectual Property Rights, nor does MNST have any knowledge of facts that could reasonably be a basis for any such claim or suit.

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(g)                                 As used herein in this Section 3.13, the following terms have the meanings stated below.

(i)                                     “Commercial Software License” means any license or group of related licenses of executable computer software only that is used internally in the operation of the Business without any redistribution, modification or customization, and which computer software is presently commercially available under the same or substantially similar terms and conditions as licensed to the Company or the Company Subs (as applicable) (A) for aggregate initial license fees (for all related licenses) of less than $50,000 in the case of perpetual licenses, or (B) for aggregate annualized license fees (for all related licenses) of less than $25,000 in the case of any license other than a perpetual license.

(ii)                                  “Company Intellectual Property Rights” means the Intellectual Property Rights owned by MNST and its Subsidiaries (including, for the sake of clarity, the Company and Company Subs) and used in the Business.

(iii)                               “Inbound IP License” means any agreement, related to the Business,  pursuant to which the Company or any Company Sub is licensed (directly or through a license to MNST and its Subsidiaries) to use or otherwise commercially exploit any Intellectual Property Rights of other Persons.

(iv)                              “Outbound IP License” means any agreement pursuant to which a third party has a right to use any Company Intellectual Property Right.

(v)                                 “Third Party Licensed IP” means the Intellectual Property Rights that are the subject of any Inbound IP License.

(vi)                              “Intellectual Property Right” means any trademark, service ▇▇▇▇, trade name, mask work, invention, patent, trade secret, copyright, know-how (including any registrations or applications for registration of any of the foregoing) or any other similar type of proprietary intellectual property right.

3.14                        Certain Contracts.

(a)                                  Schedule 3.14(a) lists all contracts, agreements or other arrangements material to the Business, inclusive of contracts with the twenty largest yellow pages clients of the Business based on 2004 revenue (together with any agreement otherwise referenced herein or in any schedule attached hereto which is intended to remain with the Business following the Closing being transferred to Buyer with the Business, the “Material Contracts”).  Except as set forth on Schedule 3.14(a), (i) with respect to each of the Company’s and the Company Subs’ obligations thereunder, all of the Material Contracts are valid, binding and enforceable against the Company or a Company Sub, and to the knowledge of MNST and the Company, against the other party thereto, in each case, in accordance with their respective terms and (ii) each of the Company and each Company Sub has performed in all material respects all obligations required to be performed by it under each such Material Contract and is

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not in default under or in breach of nor in written receipt of any claim of default or breach under (including, without limitation, defaults arising out of, or as a result of, the transfer or contribution of assets by MNST or any of its Subsidiaries (other than the Company and the Company Subs) or Affiliates, on the one hand, to the Company or any Company Sub on the other hand) any Material Contract.

(b)                                 Except as set forth in Schedule 3.14(b) attached hereto, none of the Companies are a party to or bound by, nor are any assets, properties or operations of the Company or any of the Company Subs bound by, any written or legally binding:

(i)                                     contract relating to Indebtedness (including any letter of credit arrangements and guarantees of any obligations) or to the mortgaging, pledging or otherwise placing a Lien prior to the Closing on any asset of either the Company or any Company Sub;

(ii)                                  contract which prohibits either the Company or any Company Sub from engaging in business anywhere in the world;

(iii)                               contract under which any of the Companies has advanced or loaned any employee any amounts of money, exclusive of such advances or loans not exceeding $250,000 in the aggregate;

(iv)                              contract under which such Person is lessee of or holds or operates any personal property owned by any other party which involves annual rental payments of greater than $250,000 or group of such contracts with the same Person which involve annual consideration in excess of $500,000 in the aggregate;

(v)                                 contract under which such Person is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by either the Company or any Company Sub which involves annual consideration in excess of $100,000;

(vi)                              joint venture or partnership contract;

(vii)                           guarantee of any Liability;

(viii)                        franchise contracts;

(ix)                                power of attorney;

(x)                                   contract relating to the acquisition or sale of any assets; or

(xi)                                any other contract (or group of related contracts) other than those contracts disclosed pursuant to subsection (a) or subsections (i) through (x) above, the performance of which involves consideration in excess of $100,000 per year or $350,000 in the aggregate to the extent not otherwise of a type described in subsection (a) or subsections (i) through (x) above or which cannot be canceled by either the Company or any Company Sub

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within 30 days notice without premium or penalty.

(c)                                  A true, correct and complete copy of each of the written Material Contracts and an accurate description of each of the oral Material Contracts, together with all amendments, revisions or changes thereto have been provided to Buyer.

3.15                        Employment Matters.  As of the date hereof, there are no work stoppages, strikes, collective labor grievances, other collective bargaining disputes or claims of unfair labor practices pending or to the knowledge of MNST or the Company threatened against the Company, the Company Subs or the Business which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or the Business.  To the knowledge of MNST and the Company as of the date hereof, there are no organizational efforts presently being made or overtly threatened by or on behalf of any labor union with respect to employees of the Business.  The employees of the Company and the Company Subs are set forth on Schedule 3.15 attached hereto.  Except as set forth on Schedule 3.15 attached hereto, all employees of the Business are classified as “at-will”.

3.16                        Real Property.

(a)                                  Neither the Company nor any Company Sub owns any real property.

(b)                                 Schedule 3.16(b) attached hereto contains a complete list of all locations where the Company and each Company Sub has employees (the “Company Office Locations”).  The Company has made available to Buyer’s special counsel complete and accurate copies of each of the leases and subleases for the Company Office Locations (the “Leases”).  With respect to each Lease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect against the lessee named therein, and to the knowledge of MNST and the Company, the lessor named therein; (ii) neither MNST, nor to MNST’s knowledge, any other party to the Lease is in material breach or material default, and no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the Lease; (iii) the lessee and, to the Company’s knowledge, no other party to any Leases has repudiated any provision thereof; (iv) there are no disputes, oral agreements or forbearance programs in effect as to any Lease; (v) none of the Leases have been modified in any respect, except to the extent that such modifications are disclosed by the documents made available to Buyer; and (vi) except with respect to any assignment, sublease or license by MNST to the Company or as otherwise contemplated hereby, MNST has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Lease, except that MNST may have subleased portions of the Company Office Locations subject to Leases but not any premises subject to a Sublease Agreement or an Assignment Agreement.

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(c)                                  With respect to the Company Office Locations:  the current use of such property and the operation of the Business does not violate any instrument of record or contract affecting such property or any applicable law.

(d)                                 Except as set forth on Schedule 3.16(d), the sublease or assignment, as the case may be, of the Company Office Locations to the Buyer does not require the consent of any other party to the Leases, will not result in a breach of or a default under any of the Leases, or otherwise cause any of the Leases to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing subject to applicable bankruptcy and creditors’ rights laws.

3.17                        Title and Condition of Tangible Assets.  Except as set forth on Schedule 3.17, the Companies have or will have at Closing good and marketable title to, or a valid leasehold interest in, all of the material assets and properties (other than real property) used by them, located on their premises or shown on the Latest Balance Sheet or acquired thereafter, free and clear of all Liens other than those imposed by Buyer, except for (a) Liens disclosed on the Latest Balance Sheet or (b) Liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the face of the Latest Balance Sheet).  The Companies’ assets and properties (other than real property ), and to the knowledge of MNST and the Company, the Company Office Locations, which are material to the Business are in good operating condition and are fit for use in the ordinary course of business.  Except as described on Schedule 3.17, the Company and each Company Sub owns, or has a valid leasehold interest in, all material properties (other than real property) and assets (including, without limitation, the assets to be transferred to the Company and the Company Subs pursuant to Section 8.14 following the Closing Date) necessary for the conduct of the Business as presently conducted and will enable the Companies to operate the Business immediately after the Closing Date in the same manner as operated prior to and as of the Closing Date.

3.18                        Absence of Undisclosed Liabilities.  Except as set forth on Schedule 3.18 attached hereto, neither the Company nor any Company Sub has any Liability, except for (i) Liabilities reflected in the calculation of Working Capital or Indebtedness, (ii) Liabilities reflected on the face of the Latest Balance Sheet and (iii) Liabilities of the same type and scope as (and, in any event, in an aggregate amount of all Liabilities not in excess of) those reflected on the face of the Latest Balance Sheet that have arisen since the date of the Latest Balance Sheet in the ordinary course of business (none of which relates to product liability, tort infringement, an environmental health or safety matter, or a violation of or liability under any Legal Requirements).

3.19                        Indebtedness.  Schedule 3.19 attached hereto describes Indebtedness of the Companies as of the date of this Agreement and sets forth the principal amounts, scheduled amortizations, and interest accruals necessary to calculate Indebtedness (assuming no prepayments) as of the Closing Date.  There shall be no fees, expenses, prepayment penalties or other charges due as of the Closing Date with respect to Indebtedness assuming that all amounts owing with respect to such Indebtedness are repaid on the Closing Date, other than with respect to Indebtedness imposed by Buyer.

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3.20                        No Acceleration of Rights or Benefits.  Except as set forth in this Agreement or on Schedule 3.20 attached hereto, neither the Company nor any Company Sub has made, nor is any such entity obligated to make, or could become obligated (either prior to or following the Closing) to make, any payment to any Person as a result of the transactions contemplated by this Agreement and the other agreements and instruments contemplated hereby other than agreements entered into with Buyer with effect following the Closing.

3.21                        Names and Location.  Except as set forth in Schedule 3.21 attached hereto, during the preceding five-year period, the Company has not used any name or names under which it has invoiced account debtors, maintained records concerning its assets or otherwise conducted its business, other than the exact name under which it has executed this Agreement and the other agreements and instruments contemplated hereby.

3.22                        Absence of Certain Payments.  No director, officer, agent, employee or other Person acting on behalf of either the Company or any Company Sub has, directly or indirectly, used any limited liability company funds for contributions, payments, gifts, entertainment or other purposes relating to any political activity or solicitation of business that was prohibited by law, or on behalf of either the Company or any Company Sub, made any direct or indirect unlawful payment to any governmental official or governmental employee or established or maintained any unlawful funds.  Neither the Company, any Company Sub, nor any current director, officer, or to the Company’s knowledge, agent, employee or other Person acting on behalf of either the Company or any Company Sub, has accepted or received any unlawful contribution, payment, gift, entertainment or expenditure in connection with his or her employment by or on behalf of either the Company or any Company Sub.

3.23                        Affiliated Transactions.  The attached Schedule 3.23 sets forth all material intercompany services provided to or on behalf of the Business with respect to the Business by MNST or any of its Affiliates (other than the Company and the Company Subs) during the twelve-month period prior to the Closing Date.  Except as set forth on Schedule 3.23 attached hereto, no Affiliate of either the Company or any Company Sub (except for MNST and its Affiliates other than the Company and the Company Subs), or any officer, director, or to the Company’s knowledge, employee (or to the Company’s knowledge, any relative of any officer, director, or employee) of MNST, the Company or any Company Sub, is party to any contract, arrangement or transaction to which the Company or any Company Sub is a party or has any interest in any property (whether real, personal, or mixed and whether tangible or intangible), used in or pertaining to the Business or the assets of either the Company or any Company Sub which involves consideration in excess of $60,000.

3.24                        Finders.  Except for the obligation to pay ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Score Media Inc. and/or any of their Affiliates up to $550,000 and except as set forth on Schedule 3.24, there are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement based on any contract binding upon the Company or MNST.

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3.25                        Accounts Receivable.

(a)                                  Except as set forth on Schedule 3.25 attached hereto, as of the Closing Date all of the accounts receivable reflected on the Latest Balance Sheet are, and all of the accounts receivable to be reflected in the determination of Actual Working Capital will be actual and bona fide receivables representing obligations for the total dollar amount thereof shown on the Companies’ books and records (and in the determination of Actual Working Capital) which resulted from ordinary course of business and in a manner consistent with the Companies’ normal credit practices and which, to MNST’s knowledge, are or shall be current and collectible in full (subject to reserves for bad debt reflected in the final determination of Working Capital).

(b)                                 Effective as of the Closing on the Closing Date, no Person has, and as of the Closing Date, no Person will have, any Lien on such receivables or any part thereof with the exception of Liens imposed by Buyer or its Affiliates.

3.26                        Insurance.  The attached Schedule 3.26 lists each insurance policy maintained by MNST that cover the properties, assets and business of each of the Companies, and identifies which such insurance policies, if any, are occurrence-based policies.

3.27                        Customers and Suppliers.  The attached Schedule 3.27 lists each customer accounting for more than $10,000,000 in gross ▇▇▇▇▇▇▇▇ of the Companies for each of the two most recent fiscal years (and the revenues generated from such customer).  Schedule 3.27 also lists any additional current customers which the Companies reasonably anticipate shall account for more than $10,000,000 in gross revenues of the Companies for the current fiscal year.  Schedule 3.27 lists each supplier and publisher of the Companies accounting for more than $20,000,000 in gross expenditures of the Companies for each of the two most recent fiscal years (and the amounts paid to such supplier or publisher).  Schedule 3.27 also lists any additional current suppliers or publishers which the Companies reasonably anticipate shall account for more than $20,000,000 in gross expenditures of the Companies for the current fiscal year.    None of the Companies has received any written indication (or to the knowledge of the executive management of MNST or the Companies received any other indication) from any such supplier or publisher to the effect that, and none of the Companies has any reason to believe that, such supplier or publisher will stop, materially decrease the rate of, or materially change the terms (whether related to commissions, payment, price or otherwise) with respect to, supplying or publishing materials, products or services to, or for, the Companies (whether as a result of the consummation of the transactions contemplated by this Agreement and the other agreements and instruments contemplated hereby or otherwise).  None of the Companies has received any written indication (or to the knowledge of the executive management of MNST or the Companies received any other indication) from any such customer of any Company to the effect that such customer will stop, or materially decrease the rate of, buying products or services of the Companies (whether as a result of the consummation of the transactions contemplated by this Agreement and the other agreements and instruments contemplated hereby or otherwise).

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3.28                        WARN Act Compliance.  Except as set forth on Schedule 3.28, within the past ninety days, neither the Company nor any of the Company Subs has experienced a “plant closing” or “mass layoff” within the meaning of the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local law, regulation or ordinance (collectively, the “WARN Act”).

3.29                        Investment Representations.  MNST (A) understands that the Seller Note has not been, and will not be, registered under the Securities Act, or under any state securities laws, and is being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, (B) is acquiring the Seller Note solely for its own account for investment purposes, and not with a view to the distribution thereof, (C) is a sophisticated investor with knowledge and experience in business and financial matters, (D) has received certain information concerning Buyer and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding the Seller Note, (E) is able to bear the economic risk and lack of liquidity inherent in holding the Seller Note, and (F) is an “accredited investor” within the meaning of Rule 501 or Regulation D under the Securities Act.

3.30                        Closing Date.  The representations and warranties contained in this Article III and elsewhere in this Agreement and the other agreements and instruments contemplated hereby and all information contained in any exhibit, schedule or attachment hereto or in any certificate or other writing delivered by, or on behalf of, MNST or the Company to Buyer in accordance with this Agreement, are true and correct as of the date hereof and will be true and correct as of the Closing Date, except for representations and warranties made by their terms as of date specified by month, day and year, which shall be true and correct as of such specified date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

As a material inducement to MNST and the Company to enter into and perform its obligations under this Agreement and the other agreements and instruments contemplated hereby, Buyer represents and warrants to MNST and the Company that:

4.1                               Organization, Standing and Corporate Power.  Buyer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has the requisite corporate power and authority to carry on its business as now being conducted.  Buyer is duly qualified or licensed to do business and, to the extent applicable, is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not reasonably be expected to have a Material Adverse Effect on Buyer.  Buyer was formed solely for the purpose of engaging in the transactions contemplated hereby and since the date of its incorporation has engaged in no activities other than in connection with or as

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contemplated by this Agreement and the other agreements and instruments contemplated hereby or in connection with arranging any financing required to consummate the transactions contemplated hereby.

4.2                               Corporate Authorization.  Buyer has all requisite corporate power and authority to enter into this Agreement and the other agreements and instruments contemplated hereby and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other agreements and instruments contemplated hereby, and the consummation of such transactions contemplated hereby and thereby, by Buyer has been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has and the other agreements and instruments contemplated hereby will have been duly executed and delivered by Buyer and (assuming that this Agreement constitutes and the other agreements and instruments contemplated hereby will constitute a valid and binding agreement of MNST and the Company) constitutes a valid and binding obligation of Buyer, enforceable against such party in accordance with its terms, except that such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally.

4.3                               Governmental Authorization.  No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Buyer or any Subsidiary of Buyer in connection with the execution and delivery of this Agreement and the other agreements and instruments contemplated hereby by Buyer or the consummation by Buyer of the transactions contemplated hereby and thereby, except for (a) the filing of a premerger notification and report form under the HSR Act and expiration or termination of the waiting period thereunder and filings pursuant to similar applicable competition, merger control, antitrust or other laws and (b) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not adversely effect the conduct of the business of Buyer.

4.4                               Non-contravention.  The execution and delivery of this Agreement and the other agreements and instruments contemplated hereby by Buyer does not and the performance by Buyer of this Agreement and the other agreements and instruments contemplated hereby and the consummation by Buyer of the transactions contemplated hereby and thereby will not (a) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or by-laws of Buyer, (b) assuming compliance with the matters referred to in Section 4.3, contravene, conflict with or result in a violation or breach of any provision of any applicable law, regulation, judgment, injunction, order or decree or (c) require any consent or other action by any Person under, constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Buyer is entitled under any provision of any agreement or other instrument binding upon Buyer, except, in the case of clauses (b) and (c), for such matters as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Buyer or materially impair the ability of Buyer to consummate the transactions contemplated hereby on the terms and conditions provided for herein.

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4.5                               Litigation.  There is no suit, action or proceeding pending or, to the knowledge of Buyer, overtly threatened in writing against or affecting Buyer, any Subsidiary of Buyer that would reasonably be expected to prevent or substantially delay the transactions contemplated hereby or otherwise materially impair the ability of Buyer to consummate the transactions contemplated hereby on the terms and conditions provided for herein, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Buyer or any Subsidiary of Buyer having, or which, insofar as reasonably can be foreseen, in the future would have, any such effect.  To the knowledge of Buyer, there does not exist any valid basis for any such claim, action, suit, proceeding, investigation or order.

4.6                               Financial Capability.  On or about the date hereof, the following were entered into, respectively, are (i) that certain Credit Agreement among the Company, the other credit parties thereto, General Electric Capital Corporation and GECC Capital Markets Group, Inc. and (ii) that certain Credit Agreement among the Company, the other credit parties thereto, the financial institutions who are or thereafter become parties thereto as lenders and CapitalSource Finance LLC, (collectively, the “Credit Agreements”) in connection with the debt financing and a working capital line of credit to be provided to Buyer in order to consummate the transactions contemplated hereby.  Assuming the actual receipt by Buyer of the financing contemplated in the Credit Agreements, Buyer shall have readily available funds to meet its financial obligations at Closing.  As of the date hereof, Buyer is not aware of any facts or circumstances that in Buyer’s good faith judgment would cause Buyer to be unable to obtain financing in accordance with the terms of the Credit Agreements upon satisfaction of the terms and conditions contained herein and therein.

ARTICLE V

PRE-CLOSING COVENANTS AND OTHER TERMS

5.1                               Public Announcements.  Prior to and following the Closing, no party will issue or cause the publication of any press release or other public announcement with respect to this Agreement and the other agreements and instruments contemplated hereby or the transactions contemplated hereby without the prior consent of Buyer (in the case of MNST and the Company) or MNST (in the case of Buyer), provided, however, that (i) nothing herein will prohibit MNST from issuing or causing publication of any such press release, public announcement or public filing (and commenting thereon consistent with the rules and regulations of the SEC) to the extent that MNST determines such action to be required by law, or the regulations of any government agency or the Nasdaq National Market in which case MNST will, if practicable in the circumstances, use reasonable efforts to allow Buyer reasonable time to comment on such release, announcement or filing in advance of its issuance; (ii) Buyer, MNST and the Company may disclose this Agreement and the other agreements and instruments contemplated hereby and the transactions contemplated hereby to third parties in connection with securing consents of such third parties and in connection with any permits, approvals, filings or consents required by law to be obtained; and (iii) Buyer shall be allowed to disclose the terms of this Agreement and the other agreements and instruments contemplated hereby and the transactions contemplated hereby (A) to authorized representatives and employees of Buyer or

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its Affiliates, (B) in connection with summary information about Buyer’s or any of Buyer’s Affiliates financial condition, (C) to any of Buyer’s Affiliates, auditors, attorneys, financing sources, potential investors or other agents and (D) to any bona fide prospective purchaser of the equity or assets of Buyer or its Affiliates; provided that in the case of disclosures made pursuant to clauses (A) through (D), the recipient is informed of the confidential nature of such information.

5.2                               Investigation by Buyer.  Prior to the Closing, MNST and the Company will afford to the officers, attorneys, accountants or other authorized representatives of Buyer reasonable access during normal business hours to, and otherwise make available to Buyer, the offices, facilities, properties, files, documents, contracts, insurance policies, books, records, customers, suppliers, publishers (it being acknowledged and agreed that in the case of customers, suppliers and publishers such access will be limited to post-Closing and transition matters and MNST will use its commercially reasonable efforts to provide access to such customers, suppliers and publishers) and representatives of the Company and the Business (wherever located) so as to afford Buyer the opportunity to make such review, examination and investigation of the Company and the Business as Buyer may request and MNST and the Company will cooperate with Buyer in connection with any permits, approvals, filings or consents required by law to be obtained.  Buyer will be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary.  No investigation, review, study or examination by Buyer or its representatives shall offset, limit or diminish the scope of the representations and warranties of MNST and the Company in this Agreement and the other agreements and instruments contemplated hereby or reduce or limit the liability of MNST or the Company for any breach thereof.

5.3                               Conduct of Business.  From the date hereof through the Closing, except as otherwise expressly provided for in this Agreement and the other agreements and instruments contemplated hereby or with the prior written consent of Buyer (not to be unreasonably withheld), the Company covenants and agrees that it will (and will cause the Company Subs to), and MNST agrees to cause the Company and the Company Subs to:

(a)                                  carry on the Companies’ business diligently, only in the ordinary course and in substantially the same manner as such business has previously been carried out;

(b)                                 deliver to the Buyer (not less than ten (10) business days prior to the Closing Date), if available, the unaudited balance sheet of the Companies on a consolidated basis as of April 30, 2005 and the related unaudited consolidated income statement for the four (4) months then ended (such balance sheet and income statement collectively, the “Updated Financial Statements”), and such Updated Financial Statements shall be consistent in all material respects with the Business Financial Statements previously delivered to Buyer;

(c)                                  (i) perform all maintenance and repairs necessary to maintain its property and assets in good repair, order and operating condition (ordinary wear and tear

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excepted), (ii) maintain and keep in full force existing insurance, (iii) maintain the books and records in the usual, regular and ordinary manner consistent with past practices, (iv) pay expenses and payables, ▇▇▇▇ customers and collect receivables, and (v) perform and comply with its contractual obligations;

(d)                                 make all bonus and other incentive compensation payments, if any, when due, to the extent not already made upon or prior to the consummation of the transactions contemplated by this Agreement (including, without limitation, any fiscal year 2004 year-end payments) and employer contributions to qualified retirement plans, and make or accrue all such similar obligations for the period prior to the Closing Date during fiscal year 2005 (it being acknowledged and agreed that the accrual for such obligations during fiscal year 2005 shall be in an amount equal to $817,000;

(e)                                  except as contemplated by this Agreement, not mortgage, hypothecate, grant Liens in or otherwise encumber MNST’s or, if applicable, the Company’s or any Company Sub’s interest in the Company Office Locations or sublease its interest in the Company Office Locations or amend any lease for the Company Office Locations to which it is a party or by which it is bound;

(f)                                    use reasonable efforts to preserve present business relationships, significant customers, significant suppliers and significant distributors of the Companies, to the extent such relationships are beneficial to the Companies and their business, and, except as otherwise directed by Buyer, use reasonable efforts to encourage the Companies’ employees to continue their employment with the Companies both before and after the Closing;

(g)                                 (i) use reasonable efforts to comply in all material respects with all Legal Requirements and Material Contracts applicable to its operations and business, (ii) maintain all existing licenses and permits applicable to its operations and business (if any) and (iii) to pay all applicable Taxes (including all income Tax installments related to its 2005 fiscal year) as such Taxes become due and payable;

(h)                                 promptly inform Buyer in writing of the occurrence or non-occurrence of any event known to MNST or the Company which would cause any condition set forth in Section 6.1 hereof not to be satisfied or the breach of any covenant hereunder by MNST or the Company;

(i)                                     not knowingly take or omit to take any action which, individually or in the aggregate, would be reasonably anticipated to have a Material Adverse Effect upon the business, financial condition, operating results, employee relations, customer relations, assets, operations or rights of the Companies;

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(j)                                     not cause or permit the Company or any of the Company Subs to merge or consolidate with any other Person;

(k)                                  except as set forth in Section 5.7 below or as required by law, not amend any of the Companies’ certificate of formation, limited liability company agreement, certificate of incorporation or by-laws (or other equivalent charter documents);

(l)                                     not enter into, amend, terminate or modify any employment or severance agreement or (except as required by law) any Plan, in each instance, with respect to any employees of the Business, or grant any increase in salary or bonus or otherwise increase the base compensation payable to any director, officer, employee, consultant, advisor, agent or Affiliate employed in connection with or rendering services to the Business, except wage or salary increases required by existing contracts or by compensation policies which are consistent with past practices;

(m)                               not transfer sponsorship of any Plan (as defined in Section 3.11) from MNST to the Companies;

(n)                                 except in the ordinary course of business consistent with past custom and practice or as otherwise expressly provided for in this Agreement, the Company shall not: (i) sell, lease, transfer or otherwise dispose of any of its properties or assets, including without limitation cash and cash equivalents, (ii) create or permit to exist any new Lien on any of its properties or assets except for Liens created pursuant to the terms of MNST’s primary lending facility (as it may from time to time be amended prior to the Closing), which will be released at or prior to the Closing, (iii) enter into any joint venture, partnership or other similar arrangement, (iv) accelerate or delay any service to be rendered to a customer of the Company or any Company Sub in a manner inconsistent with past practices, (v) engage in any promotional sales or discounts or other activities with customers that has or would reasonably be expected to have the effect of accelerating to Pre-Closing periods sales that would otherwise be expected to occur in post-Closing periods, (vi) make any new commitments for material capital expenditures, or (vii) enter into any commitment to borrow money;

(o)                                 not undertake any action or fail to take any action that will result in a breach of any of the representations and warranties set forth in Article III hereof as if made on and as of the Closing Date;

(p)                                 not grant any power of attorney;

(q)                                 borrow any money or issue or exchange any notes or other evidences of any indebtedness for borrowed money or incur or become subject to any material

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liability or obligation (except current liabilities incurred in the ordinary course of business consistent with past practice and liabilities under contracts entered into in the ordinary course of business consistent with past practice) in excess, individually or in the aggregate, of $100,000;

(r)                                    with respect to TMP Worldwide Co. Ltd., declare or pay any dividends or make any distributions on, or redeem or otherwise acquire, any shares of its capital stock, or enter into any transaction with or distribute any assets or property to any of its officers, directors, stockholders or Affiliates;

(s)                                  not make or change any material tax election, change an annual accounting period, adopt or change any accounting method, file any material amended Tax Return, enter into any closing agreement, settle any material Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action or omission would have the effect of increasing the present or future Tax liability or decreasing any present or future Tax asset of the Company, Company Sub, Buyer, or any Affiliate of Buyer; and

(t)                                    commit to do any of the foregoing.

5.4                               Non-Negotiation.  In consideration of the substantial expenditure of time, effort and expense undertaken by Buyer in connection with its due diligence review and the preparation and execution of this Agreement, MNST and the Company shall, and shall cause each of the Companies, their officers, directors, employees, shareholders, members, representatives, agents, lenders and Affiliates not to, directly or indirectly, discuss, pursue or otherwise enter into any agreements or other arrangements regarding, a possible sale or other disposition (whether by merger, reorganization, recapitalization or otherwise) of all or any part of the equity interests or assets of any of the Companies with any other Person (an “Acquisition Proposal”) or provide any information to any third party other than information which is traditionally provided in the regular course of MNST’s, the Company’s or the Company Subs’ business operations to third parties where MNST, the Company, the Company Subs and their officers, directors and Affiliates have no reason to believe that such information may be utilized to evaluate any such possible sale or other disposition of the membership interests or assets of the Company.  MNST, the Company and the Company Subs shall, and shall cause their officers, directors, employees and Affiliates to, (i) immediately cease and cause to be terminated any and all contacts, discussions and negotiations with third parties regarding the foregoing and (ii) promptly notify Buyer if any Acquisition Proposal, or any inquiry or contact with any Person with respect thereto is made by such Person and the details of such contact (including the identity of the third party or third parties and the specific term discussed or proposed).

5.5                               Reasonable Efforts; Required Consents.  MNST and the Company will each use their reasonable efforts between the date hereof and the Closing to secure fulfillment of

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all of the conditions precedent to Buyer’s obligations hereunder, and Buyer will use its reasonable efforts between the date hereof and the Closing to secure fulfillment of all of the conditions precedent to the obligations of MNST and the Company hereunder.  Between the date of this Agreement and the Closing Date, MNST and the Company will, and will cause each of the Company Subs to, obtain all consents identified in Schedule 6.1(e) attached hereto and obtain all Requisite Regulatory Approvals.

5.6                               [Reserved.]

5.7                               Name Changes.  At or prior to the Closing, MNST, Buyer and the Company hereby agree that (a) TMP Worldwide Ltd. shall file the appropriate documents with the appropriate Canadian authorities to change its name from TMP Worldwide Ltd. to TMP Ltd. and (b) ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. shall file a Certificate of Amendment with the Secretary of State of the State of Delaware to change its name from ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. to ▇▇▇▇▇▇.▇▇▇ Inc.

5.8                               Intercompany Accounts.  Effective immediately prior to the Closing, all intercompany receivables, payables, loans and investments and any other intercompany accounts of any type or nature then existing between MNST or any of its Affiliates that is not one of the Companies, on the one hand, and one of the Companies, on the other hand, shall be settled, canceled or otherwise terminated or eliminated without any liability to, or other obligation of the Company or the Company Subs.

5.9                               Financing.  Buyer covenants and agrees to use its commercially reasonable efforts to obtain (upon satisfaction of all other conditions to Closing) debt financing and working capital line of credit on terms at least as favorable as the Credit Agreements as contemplated in Section 4.6.

5.10                        Leases.  MNST shall not amend, modify, extend, renew or terminate any of the Leases, and shall not enter into any new lease, sublease, license or other agreement for the use or occupancy of any real property by the Company, without the prior written consent of Buyer.

5.11                        TMP Worldwide Co. Ltd.  MNST covenants and agrees to use commercially reasonable efforts (including, to the extent necessary, following the Closing) to (i) cause TMP Worldwide Co. Ltd., a Japanese corporation (“TMP Japan”), to issue all stock certificates and take and perform all actions required in order to evidence and consummate the transactions relating to the issuance of equity interests (so that such transactions are valid and binding under the laws of Japan) contemplated by that certain Letter, dated as of October 9, 1985, from TMP Marketing Programs, Inc. to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (ii) take and perform all actions required in order to consummate the transactions (so that such transactions are valid and binding under the laws of Japan) contemplated by the Contribution Agreement (as defined in Section 6.1(k)) and (iii) perform such other corporate actions as Buyer may reasonably request in connection with TMP Japan’s compliance with Legal Requirements under the laws of Japan relating to the transactions contemplated by this Agreement.

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5.12                        WARN Act.  The Company and MNST covenant and agree that from the date hereof through the Closing Date, neither the Company nor any of the Company Subs will implement any action which would constitute a “plant closing” or “mass layoff” within the meaning of the WARN Act without advance notification to Buyer.  In addition, the Company and MNST covenant and agree that from the date hereof through the Closing Date, neither the Company nor the Company Subs will implement any action that would cause a violation of the WARN Act.

ARTICLE VI

CONDITIONS PRECEDENT TO THE CLOSING

6.1                               Conditions Precedent to Obligations of Buyer.  The obligations of Buyer under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to the Closing (as hereinafter defined), of all of the following conditions, in each case the form and substance of which is to Buyer’s reasonable satisfaction and any one or more of which may be waived in writing at the option of Buyer:

(a)                                  No Breach of Covenants; True and Correct Representations and Warranties.  There shall have been no material breach by MNST or the Company in the performance of any of their respective covenants herein to be performed by any or all of them in whole or in part prior to the Closing, and the representations and warranties of MNST and the Company contained in this Agreement, if specifically qualified by materiality, shall be true and correct as of the Closing and, if not so qualified, shall be true and correct in all material respects as of the Closing, except for representations or warranties that are made by their terms as of a date specified by month, day and year, which shall be true and correct or true and correct in all material respects, as applicable, as of such specified date.  Buyer shall receive at the Closing a certificate dated and validly executed on behalf of MNST and the Company in the form attached hereto as Exhibit A certifying the fulfillment of the foregoing conditions, and restating and reconfirming as of the Closing all of the covenants, representations and warranties of MNST and the Company contained in this Agreement.

(b)                                 Delivery of Documents.  Buyer shall have received all documents and other items to be delivered under Section 7.2.

(c)                                  No Legal Obstruction.  No suit, action or other proceeding, or injunction or final judgment, order or decree relating thereto or investigation by any person, entity or governmental agency shall be pending or overtly threatened, which if determined adverse to the Company or the Business, could reasonably be expected to have a Material Adverse Effect upon the properties, assets, condition (financial or otherwise), operating results,

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employee, customer or supplier relations, business activities or business prospects of the Company or the Business.  No injunction, restraining order or order of any nature shall have been issued by or be pending before any court of competent jurisdiction or any governmental agency challenging the validity or legality of the transactions contemplated hereby or restraining or prohibiting the consummation of such transactions or compelling Buyer to dispose of or discontinue or materially restrict the operations of a significant portion of the Company or the Business.  All permits, approvals, filings and consents required or advisable to be obtained or made, and all waiting periods required or contemplated to expire, prior to the consummation of the transactions contemplated hereby under applicable federal laws of the United States, including the HSR Act, or applicable laws of any state or foreign country having jurisdiction over the transactions contemplated hereby shall have been obtained, made or expired, as the case may be (all such permits, approvals, filings and consents and the lapse of all such waiting periods being referred to as the “Requisite Regulatory Approvals”), and all such Requisite Regulatory Approvals shall be in full force and effect.

(d)                                 No Material Adverse Effect.  From the date hereof until the Closing, there shall have been no Material Adverse Effect on the properties, assets, condition (financial or otherwise), operating results, employee, customer or supplier relations, business activities or business prospects of the Company or the Business.

(e)                                  Third Party Consents.  The Company shall have obtained the consent of those parties listed in Schedule 6.1(e) attached hereto to the execution of this Agreement and the consummation of the transactions contemplated hereby or Buyer shall have waived in writing the need for consent.

(f)                                    Financing.  The Company shall have received the proceeds of the debt financing and working capital line of credit contemplated in Section 4.6.

(g)                                 Lien Releases.  MNST and the Company shall have caused the Companies to obtain payoff letters as of the Closing Date and releases with respect to all of the Companies’ Indebtedness (other than contingent obligations), if any, and releases of all Liens (other than mechanics, carriers, workers, repairers and similar statutory liens arising or incurred in the ordinary course of business for amounts which are not delinquent) held by parties against the property (tangible or intangible) of the Companies (collectively, the “Lien Releases”); provided, however, that any payments with respect to such Indebtedness shall be made by Buyer and be treated as specified in Section 1.3(a) hereof.

(h)                                 Terminated Contracts.  MNST and the Company shall have caused the Companies to terminate those contracts listed on Schedule 6.1(h) attached hereto.

(i)                                     [Reserved.]

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(j)                                     TMP Trademark Holding Company.  The Company, MNST and Monster (California), Inc., a California corporation, shall have formed an intellectual property holding company (the “TMP Holding Company”) according to the Operating Agreement (the “TMP Holding Company Operating Agreement”) set forth on Schedule 6.1(j) as soon as practicable following the date hereof, but in any event no later than 3 days prior to the Closing Date, and each of the trademark licenses (the “License Agreements”) set forth on Schedule 6.1(j) shall be validly executed by the parties thereto and the TMP Holding Company.

(k)                                  Completion of Reorganization.  MNST shall have delivered evidence satisfactory to Buyer that (i) TMP Worldwide Directional Marketing, Inc. (“TMP DM”) was merged with and into MNST, (ii) in2, Inc., ▇’▇▇▇▇▇▇ Agency, Providence Directory Solutions, Inc., TMP Worldwide Inc. and Telephone Directory Advertising, Inc. (collectively, the “Merged Subs”) were merged with and into MNST, and (iii) except for certain assets and certain liabilities as set forth in the Contribution Agreement, MNST shall have contributed all of the assets of TMP DM and the Merged Subs and all of the assets related to the Business (including without limitation the MNST Sub Shares) to the Company pursuant to a contribution agreement in form and substance as agreed to by the parties (the “Contribution Agreement”).

(l)                                     Bank Accounts.  MNST shall have assigned to the Company or a Company Sub all rights and interests in and to MNST’s bank accounts set forth on Schedule 6.1(l) .

6.2                               Conditions Precedent to Obligations of MNST and the Company.  The obligations of MNST and the Company under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to the Closing, of all the following conditions, in each case the form and substance of which is to MNST’s and the Company’s reasonable satisfaction and any one or more of which may be waived in writing at the option of MNST and the Company:

(a)                                  No Breach of Covenants; True and Correct Representations and Warranties.  There shall have been no material breach by Buyer in the performance of any of the material covenants herein to be performed by it in whole or in part prior to the Closing, and the representations and warranties of Buyer contained in this Agreement, if specifically qualified by materiality, shall be true and correct as of the Closing and, if not so qualified, shall be true and correct in all material respects as of the Closing.  MNST and the Company shall receive at the Closing a certificate dated as of the Closing and executed on behalf of Buyer, certifying in such detail as MNST and the Company may reasonably require, the fulfillment of the foregoing conditions, and restating and reconfirming as of the Closing all of the covenants, representations and warranties of Buyer contained in this Agreement.

(b)                                 Delivery of Documents.  MNST and the Company shall have received all documents and other items to be delivered by Buyer under Section 7.3.

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(c)                                  No Legal Obstruction.  All Requisite Regulatory Approvals shall be in full force and effect.

(d)                                 TMP Trademark Holding Company.  The Company, MNST and Monster (California), Inc., a California corporation, shall have formed the TMP Holding Company according to the TMP Holding Company Operating Agreement as soon as practicable following the date hereof, but in any event no later than 3 days prior to the Closing Date, and each of the License Agreements shall be validly executed by the parties thereto and the TMP Holding Company.

ARTICLE VII

CLOSING

7.1                               Closing.  The consummation of the transactions that are the subject of this Agreement and the other agreements contemplated hereby shall be closed (the “Closing”) at the office of MNST, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ on June 1, 2005 provided the satisfaction or waiver of the conditions to the parties’ obligations set forth in Article VI hereof (other than the delivery of certificates contemplated to be delivered at the Closing, which shall be delivered at the Closing) has occurred on or prior to such date or such other time or place as the parties may mutually agree (the “Closing Date”).

7.2                               Deliveries by MNST and the Company.  At the Closing, MNST and the Company shall deliver or cause to be delivered to Buyer:

(a)                                  Certificates and Instruments of Conveyance.  Certificates for all of the Target Units, with all necessary stock transfer or other documentary stamps attached;

(b)                                 Closing Certificate.  A certified copy of the certificate contemplated by Section 6.1(a) above;

(c)                                  Consents.  Copies of all (i) written consents, approvals (including, without limitation, any Requisite Regulatory Approvals), filings, releases and terminations required in connection with the consummation of the transactions contemplated herein, in each case, in form and substance reasonably satisfactory to the Buyer, if any, listed in Schedule 6.1(e) required to be obtained by the Company in connection with the transactions contemplated by this Agreement and (ii) Lien Releases;

(d)                                 Formation Documents.  The certificate of formation of the Company certified by an appropriate official of its jurisdiction of organization as being in effect as of not more than five (5) business days prior to the Closing Date, and the Company’s limited

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liability company agreement certified by an appropriate officer of the Company as in effect at the Closing;

(e)                                  Certificates of Good Standing.  A certificate of good standing for the Company, ▇▇▇▇▇▇.▇▇▇ and Interface Realty, dated as of not more than five (5) business days prior to the Closing Date, issued by an appropriate official of the state of organization for each respective entity;

(f)                                    Resolutions.  A copy of the resolutions of the Board of Directors of the Company and MNST certified by the secretary of the Company and MNST, respectively, as having been duly and validly adopted and in full force and effect as of the Closing Date authorizing execution and delivery of this Agreement and the other agreements contemplated hereby and performance, and consummation of the transactions contemplated hereby and thereby by the Company and MNST, including effective as of the Closing the appointment and elections of officers and directors of the Company designated in writing by Buyer;

(g)                                 Resignations and Releases.  Except as otherwise specified in writing by Buyer to MNST, (i) the resignations of all of the directors and officers of the Company, effective as of the Closing and (ii) release agreements executed by each such director and officer in the form attached hereto as Exhibit B;

(h)                                 Company Records.  All (i) minute books, stock record books, membership interest record books, seals, and other records of the Company and each Company Sub and (ii) provided that MNST may retain copies, books, records and other materials related to the Business or the Company or any Company Sub and its administration and record keeping (which MNST may deliver by delivery of the foregoing to Buyer’s principal place of business), including that which is in the possession of MNST;

(i)                                     FIRPTA.  MNST shall have delivered a certificate, duly completed and executed pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations, certifying that MNST is not a “foreign person” within the meaning of Section 1445 of the Code and in form and substance satisfactory to Buyer;

(j)                                     [Reserved.]

(k)                                  Sublease Agreements.  MNST shall have duly executed and delivered to Buyer a sublease agreement, by and between MNST and Buyer (each a “Sublease Agreement”), substantially in the form attached hereto as Exhibit D, with respect to each of the locations listed on Schedule 7.2(k), and each Sublease Agreement shall be in full force and effect as of the Closing;

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(l)                                     Assignment Agreements.  MNST shall have duly executed and delivered to Buyer an assignment agreement, by and between MNST and Buyer (each an “Assignment Agreement”), substantially in the form attached hereto as Exhibit E, with respect to each of the locations listed on Schedule 7.2(l), and each Assignment Agreement shall be in full force and effect as of the Closing;

(m)                               Escrow Agreement.  Each of MNST, the Company and the Escrow Agent shall have executed and delivered to Buyer an escrow agreement, by and among MNST, the Company, Buyer and the Escrow Agent (the “Escrow Agreement”), substantially in the form of Exhibit F attached hereto, and the Escrow Agreement shall be in full force and effect as of the Closing;

(n)                                 Transition Agreement.  Each of MNST and the Company shall have executed and delivered to Buyer a transition agreement, by and among MNST, the Company and Buyer (the “Transition Agreement”), substantially in the form agreed to by the parties, and the Transition Agreement shall be in full force and effect as of the Closing;

(o)                                 Legal Opinion.  The Buyer shall have received from MNST’s counsel, Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., an opinion with respect to the matters set forth in Exhibit G attached hereto, addressed to the Buyer, and permitting the lenders providing the financing for the transactions contemplated hereby to rely thereon;

(p)                                 Settlement and Release Agreement.  Each MNST and the other parties to be signatory thereto (other than the Company) shall have executed and delivered to Buyer that certain Settlement Agreement and General Release (the “Settlement Agreement”), and the Settlement Agreement shall be in full force and effect as of the Closing.

(q)                                 Terminated Contracts.  MNST shall have delivered evidence reasonably satisfactory to Buyer that the contracts to be terminated pursuant to Section 6.1(h) shall have been so terminated with effect from Closing and without Liability to the Company or any Company Sub; and

(r)                                    Other Documents.  Such other documents and instruments as Buyer or its lenders reasonably shall deem necessary to consummate the transactions contemplated hereby.

All documents delivered to Buyer shall be in form and substance reasonably satisfactory to counsel for Buyer.

7.3                               Deliveries by Buyer.  At the Closing, Buyer will deliver to MNST simultaneously with delivery of the items referred to in Section 7.2 above:

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(a)                                  The Payment Amount.  Subject to the satisfaction or waiver of all of the conditions to closing, the Payment Amount in the manner set forth in Section 1.1 (including delivery of the Seller Note and One Minute Note and the related Security and Pledge Agreement (defined below)) above (it being acknowledged and agreed that the Escrow Amount shall be delivered by wire transfer of immediately available funds to an account designated by the Escrow Agent);

(b)                                 [Reserved.]

(c)                                  Sublease Agreements.  Buyer shall have duly executed and delivered to MNST a Sublease Agreement substantially in the form attached hereto as Exhibit D with respect to each of the locations listed on Schedule 7.2(k), and each Sublease Agreement shall be in full force and effect as of the Closing;

(d)                                 Assignment Agreements.  Buyer shall have duly executed and delivered to MNST an Assignment Agreement substantially in the form attached hereto as Exhibit E with respect to each of the locations listed on Schedule 7.2(l), and each Assignment Agreement shall be in full force and effect as of the Closing;

(e)                                  Transition Agreement.  Buyer shall have executed and delivered to MNST the Transition Agreement substantially in the form agreed to by the parties, and the Transition Agreement shall be in full force and effect as of the Closing;

(f)                                    Repayment of Indebtedness.  Simultaneously with the Closing, Buyer shall have repaid (to the extent such repayment has reduced the Payment Amount pursuant to Section 1.3) all of the Companies’ Indebtedness (other than contingent obligations), if any, pursuant to the payoff letters delivered to Buyer pursuant to Section 6.1(g); and

(g)                                 Settlement and Release Agreement.  Unless the Buyer has waived the condition contained in Section 7.2(p), Buyer and the other parties to be signatory thereto (other than the Company) shall have executed and delivered to Buyer that Settlement Agreement, and the Settlement Agreement shall be in full force and effect as of the Closing.

(h)                                 Security and Pledge Agreement.  Buyer shall have executed and delivered to MNST the Security and Pledge Agreement substantially in the form of Exhibit I attached hereto (the “Security and Pledge Agreement”), along with the Target Units contemplated therein, and the Security and Pledge Agreement shall be in full force and effect as of the Closing.

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(i)                                     Other Documents.  Such other documents and instruments as MNST reasonably shall deem necessary to consummate the transactions contemplated hereby.

All documents delivered to MNST shall be in form and substance reasonably satisfactory to counsel for MNST.

ARTICLE VIII

OTHER AGREEMENTS

8.1                               Confidentiality; Noncompetition; Non-Solicitation; Non-Disparagement.

(a)                                  Confidentiality.  As the direct and indirect owner of the Companies, MNST, its Subsidiaries (other than the Company and the Company Subs) and its Affiliates have had access to and contributed to information and materials of a highly sensitive nature (including Confidential Information) of each of the Company, its direct and indirect Subsidiaries and the Business.  MNST agrees that unless it first secures the written consent of an authorized representative of the Buyer, neither MNST nor any of its Subsidiaries or Affiliates shall use for its or anyone else, and shall not disclose to others, any Confidential Information, except to the extent such use or disclosure is required by law or order of any governmental authority (in which event MNST shall inform the Buyer in advance of any such required disclosure, shall cooperate with the Buyer in all reasonable ways in obtaining a protective order or other protection in respect of such required disclosure, and shall limit such disclosure to the extent reasonably possible while still complying with such requirements).  MNST and its Subsidiaries shall use reasonable care to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft.

(b)                                 Noncompetition.  MNST acknowledges that it has extensive knowledge and a unique understanding of the Business, has been directly involved with the establishment and continued development of the Business’ customer relations and has had access to all of the proprietary and confidential information used in the Business.  In furtherance of the sale of the Target Units to Buyer hereunder by virtue of the transactions contemplated hereby and to more effectively protect the value of the Business so sold, MNST covenants and agrees that, for a period beginning on the Closing Date and ending on the date which is four years after the Closing Date (the “Term”), MNST shall not, and shall cause its Subsidiaries or Affiliates not to engage (whether as an owner, operator, manager, employee, officer, director, consultant, advisor, representative or otherwise), directly or indirectly, in the Business anywhere in the United States, Canada or Japan.  Notwithstanding the foregoing, nothing contained in this Section 8.1(b) shall prohibit MNST or its respective Affiliates from (i) owning not more than an aggregate of five percent (5%) of any class of stock of any company engaged directly or indirectly in the Business which is listed on a national securities exchange or traded in the over-the-counter market or (ii) acquiring any company or companies

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directly or indirectly engaged in the Business which has or have, as the case may be, annual revenue arising directly or indirectly from the Business that are less than (A) in the aggregate for all such companies acquired, 10% of the total annual revenue of the Companies or (B) individually, 5% of the total annual revenue of each such company acquired.  MNST acknowledges that the restrictions set forth herein are reasonable, valid and necessary for the protection of the legitimate interest of Buyer and the Company.

(c)                                  Non-Solicitation.

(i)                                     During the Term, MNST shall not directly or indirectly through another Person (i) induce or attempt to induce any employee of the Business to leave its employ for employment with MNST, (ii) except with respect to the business of its United Kingdom directional marketing business, call on, solicit, or service any customer, supplier, licensee, licensor or other business relation or prospective client of the Company or any Company Sub with respect to the Business or (iii) induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Business to cease doing business with the Company or any Company Sub.

(ii)                                  During the Term, Buyer shall not directly or indirectly through another Person induce or attempt to induce any employee of MNST to leave the employ of MNST for employment with Buyer.

(iii)                               Notwithstanding anything to the contrary contained in this Section 8.1(c), no party hereto shall be (A) restricted in any general solicitation for employees or public advertising of employment opportunities not specifically targeted at any such persons, (B) precluded from hiring any such person who responds to any such general solicitation or public advertising for employment or (C) precluded from hiring any such person who contacts such party on his or her own initiative without any direct or indirect solicitation or encouragement from such party, other than any solicitation pursuant to a general solicitation or public advertising.

(d)                                 Non-Disparagement.  Each of Buyer and MNST agrees that it shall not, and it shall direct its officers not to, at any time, make or publish any statement (orally or in writing) that libels, slanders, disparages or defaces the goodwill or the reputation (whether or not such disparagement legally constitutes libel or slander) of either Buyer or MNST, as the case may be, the Company Subs or any of their officers, directors, partners or direct or indirect stockholders or members, as the case may be.

(e)                                  Remedies.  Without limiting the right of Buyer or MNST to pursue all other legal and equitable rights available to it, including without limitation, damages for the actual or threatened violation of this Section 8.1 by MNST or any of its Affiliates or Buyer and its Affiliates, as the case may be, it is agreed that other remedies cannot fully compensate Buyer or MNST, as the case may be, for such a violation and that Buyer or MNST,

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as the case may be, shall be entitled to injunctive relief and/or specific performance to prevent violation or continuing violation thereof, without bond or other security and without the necessity of showing actual monetary damages.  It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 8.1, any term, restriction, covenant or promise in this Section 8.1 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.

8.2                               Survival of Representation and Warranties; Covenants.  All of the representations and warranties set forth in this Agreement shall survive the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, regardless of any investigation, inquiry or examination made for or on behalf of or any knowledge of Buyer, MNST or the Company or any of their respective Affiliates, officers, directors, employees, agents, or representatives until the eighteen (18) month anniversary of the Closing Date, except with respect to those representations and warranties set forth in (x) Section 3.10 (Taxes), which such representation shall terminate as of the expiration of the applicable statute of limitations; (y) Sections 3.1 (Organization and Qualification; Subsidiaries), 3.12 (Environmental Matters), and 3.13 (Intellectual Property), which such representations shall terminate on the third anniversary of the Closing Date and (z) Section 3.2 (Capitalization) and 3.3 (Authorization), which such representations shall not terminate.  All covenants and agreements contained herein shall survive the Closing and remain in effect indefinitely; provided that (i) those covenants and agreements which shall have been fully performed on or prior to the Closing shall survive the Closing and remain in effect until the eighteen (18) month anniversary of the Closing Date, (ii) no claim for a breach of Sections 8.1(b) and (c) may be brought after twelve (12) months from the expiration of the Term and (iii) no claim for indemnification under Section 8.4(d) may be brought 30 days following the expiration of the applicable statute of limitations.  Notwithstanding anything to the contrary contained in this Section 8.2, nothing contained herein shall expand the duration that any covenant or agreement contained herein is required to be performed (it being understood that such covenants and agreements shall continue to survive for purposes of making claims for indemnification, except as limited in clauses (i) and (ii) of the previous sentence).

8.3                               Cooperation After the Closing.  Buyer, MNST and the Company will, at any time, and from time to time, after the Closing Date, execute and deliver such further instruments of conveyance and transfer and take such additional action as may be reasonably necessary to effect, consummate, confirm or evidence the transactions contemplated by this Agreement (including with respect to obtaining and maintaining all licenses, permits, authorizations, accreditations and consents necessary or desirable in connection therewith), and MNST shall execute such documents as may be necessary to assist Buyer in preserving or perfecting its rights in and its ability to conduct the Business.  Without limiting the generality of the foregoing and except as expressly contemplated by this Agreement and the documents and agreements delivered in connection herewith (including but not limited to the provisions of Section 8.4 below), each of the parties hereto shall (i) provide all information and documentation reasonably necessary to permit the preparation and filing of all federal, state, local, and other Tax

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Returns with respect to the Business, (ii) shall continue to remit to the Company or MNST, as the case may be, all monies received by MNST or any of its Affiliates or the Company or any of its Affiliates, as the case may be, in payment for any accounts receivable associated with the Business or the business of MNST and its Affiliates, as the case may be, which such payments remitted to the Company or MNST, as the case may be, shall be accompanied by a description of the accounts receivable to which they relate, including an invoice and/or account number, as applicable and as available from the normal accounting systems of MNST or the Company, as the case may be, and (iii) periodically provide such additional evidence or supporting detail such party may reasonably request regarding particular payments or outstanding accounts (including, (A) in the case of the Company’s obligations under clauses (ii) and (iii) of this sentence, relating to MNST’s former TMP Direct business unit, including the Company remitting to GECKO Inc. consistent with current practice any monies received by the Company or any of its Affiliates in payment for any accounts receivable associated with MNST’s former TMP Direct business unit and (B) in the case of the Company’s obligations under clause (iii) relating to the Retained Receivable (as defined in the Contribution Agreement)).  With respect to any accounts receivable associated with the Business which have been commingled with accounts receivable of MNST or any of its Affiliates, each party shall use commercially reasonable efforts to assist the requesting party or its Affiliates in the collection of any such commingled accounts receivable.  Further, without limiting the generality of the foregoing, in the event MNST or any of its Subsidiaries (other than the Company and its Subsidiaries) is a party to any Inbound IP License (as such term is defined in Section 3.13) not identified on Schedule 3.13(b)(i), or is the registrant of any Internet domain name not identified on Schedule 3.13(a), in each case, that is used solely by or for the benefit of the Company or any Company Sub, and which is material to the ongoing operation of the Business, in each case that has not been assigned to the Company or a Company Sub pursuant to an a valid and enforceable assignment prior to the Closing Date, (x) MNST shall use its reasonable efforts to have such Inbound IP License assigned to the Company, or Internet domain name registration changed to the Company, as applicable, (y) in the event that such Inbound IP License cannot be assigned, MNST, at its own cost and expense, shall cooperate with the Company in seeking to obtain a license for such IP on substantially similar terms and conditions, and (z) until such IP License is assigned or such IP licensed to the Company, MNST shall use all reasonable efforts to provide to the Company and the Company Subs all rights and benefits under such IP License and/or IP.  The Company covenants and agrees to reasonably assist MNST in connection with the matters set forth on Schedule 8.3 attached hereto.

8.4                               Tax Matters.

(a)                                  Tax Returns.

(i)                                     MNST shall include the MNST Subs, or cause the MNST Subs to be included in, and shall file or cause to be filed, (A) the United States consolidated federal income Tax Returns of MNST and its Affiliates for the taxable periods of the Companies ending on or prior to the Closing Date and (B) where applicable, all other consolidated, combined or unitary Tax Returns of MNST or its Affiliates for the taxable periods of the MNST Subs ending (or the portion of any taxable period ending) on or prior to the Closing Date, and shall pay any and all Taxes due with respect to the returns referred to in clause (A) or (B) of this

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Section (a)(i).  MNST also shall file or shall cause the Company Subs to file all other Tax Returns of or which include the Company Subs required to be filed (taking into account any extensions) on or prior to the Closing Date and shall pay any and all Taxes due with respect to such Tax Returns.  All Tax Returns described in this Section (a)(i) shall be prepared in a manner consistent with prior practice unless a past practice has been finally determined to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax laws (or the judicial or administrative interpretations thereof).  MNST shall provide Buyer with copies of each such Tax Return (provided however, with respect to any income Tax Return with respect to the consolidated, unitary and combined income Tax Returns of MNST that will include the operations of the Company and the MNST Subs, the portion of such Tax Returns related to the Company and the MNST Subs (the “MNST Returns”) within 30 days after the filing of such return and Buyer shall have the right to review such Tax Returns.

(ii)                                  Subject to the terms of the Transition Agreement following the Closing, Buyer shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company Subs for taxable periods beginning before and ending after the Closing Date.  To the extent any Taxes shown due on such separate Tax Returns are indemnifiable by MNST, (A) such Tax Returns shall be prepared in a manner consistent with prior practice unless a past practice has been finally determined to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax laws (or the judicial or administrative interpretations thereof); (B) Buyer shall provide MNST with copies of each such Tax Return as soon as practicable prior to the due date for filing such return; and (C) MNST shall have the right to review and approve (which approval shall not be unreasonably withheld) such Tax Returns for 15 days following receipt thereof.  The failure of MNST to propose any changes to any such Tax Return within such 15 days shall constitute its approval thereof.  Buyer shall file or cause to be filed all such Tax Returns and shall, subject to receiving the payments from MNST referred to in Section (a)(iii), pay the Taxes shown due thereon.

(iii)                               Not later than 5 days before the due date for payment of Taxes with respect to any Tax Returns which Buyer has the responsibility to file, MNST shall pay to the Company an amount equal to that portion of the Taxes shown on such return for which MNST has an obligation to indemnify Buyer pursuant to Section 9.1.  Notwithstanding anything to the contrary, (except to the extent such failure was caused by MNST or its Affiliates) if Buyer shall file any such Tax Return (including any amendments to such Tax Returns) without complying with the provisions of Section 8.4(a)(ii), MNST shall not be required to pay to the Company pursuant to this Section 8.4(a)(iii) or Section 9.1 any portion of such Taxes but only if and to the extent that MNST or its Affiliates are actually and materially prejudiced as a result of such failure to comply.

(iv)                              For federal income tax purposes, the taxable year of the MNST Subs shall end as of the close of the Closing Date and, with respect to all other Taxes, MNST and Buyer will, unless prohibited by applicable law, close the taxable period of the Company Subs as of the close of the Closing Date.  Neither MNST nor Buyer shall take any position inconsistent with the preceding sentence on any Tax Return.  In any case where applicable law does not permit the Company Subs to close their taxable year on the Closing Date

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or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day), then (A) Taxes based on or measured by income or receipts attributable to the taxable period beginning before and ending after the Closing Date shall be allocated (i) to MNST for the period up to and including the Closing Date, and (ii) to Buyer for the period subsequent to the Closing Date and (B), for other Taxes, (i) to MNST for the period up to and including the Closing Date, based on the number of days in the taxable period ending on and including the Closing Date and (ii) to the Buyer for the period beginning after the Closing Date, based on the number of days in the taxable period after the Closing Date.  Any allocation of income or deductions required to determine any Taxes based on or measured by income or receipts attributable to any period beginning before and ending after the Closing Date shall be made by means of a closing of the books and records of the Companies as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.

(b)                                 Tax Audits.

(i)                                     If any taxing authority asserts a claim, makes an assessment or otherwise disputes or affects the Tax reporting position of the Companies for taxable periods ending on or prior to the Closing Date (a “Tax Claim”), Buyer shall, promptly upon receipt by Buyer or the Companies of notice thereof, inform MNST thereof.  If Buyer shall fail to provide notice to MNST with respect to a Tax Claim as provided in this Section 8.4(b)(i), MNST shall not be required to pay to the Company pursuant to Section 9.1 any portion of such Tax but only if and to the extent that such failure to give notice results in a lack of actual notice to MNST and MNST or its Affiliates are actually and materially prejudiced as a result of such failure, and then only to the extent thereof.

(ii)                                  MNST shall, at its own expense have the sole right to represent the interests of the Companies in any Tax Claim relating to taxable periods of the Companies which end on or before the Closing Date and to employ counsel of its choice at its expense; provided that, MNST shall have the right to represent the interests of the Companies only so long as MNST notifies the Buyer in writing, with no reservation of rights, within five (5) days after Buyer has given notice of the Tax Claim, that MNST shall indemnify and hold harmless the Company, Company Subs, and the Indemnified Buyer Parties from and against any Taxes and Losses such parties may suffer by reason of, resulting from, or related to such Tax Claim with no reservation of rights, and provided further that if MNST represents the interests of the Companies in a Tax Claim, (1) MNST shall keep the Buyer reasonably informed with respect to such Tax Claim and (2) if the results of such Tax Claim could reasonably be expected to have a Material Adverse Effect on the assets, business, operations, or financial condition of Buyer or the Companies for taxable periods ending after the Closing Date, then there shall be no settlement or closing or other agreement with respect thereto without the written consent of Buyer (which consent shall not be unreasonably withheld).  Buyer agrees that it will cooperate fully with MNST and its counsel in the defense against or compromise of any claim in any said proceeding.

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(iii)                               MNST and Buyer jointly shall represent the interests of the Companies in any Tax audit or administrative or court proceeding relating to any taxable period of the Companies which includes (but does not begin or end on) the Closing Date.  All costs, fees and expenses paid to third parties in the course of such proceeding shall be borne by MNST and Buyer in the same ratio as the ratio in which, pursuant to the terms of this Agreement, MNST and Buyer would share the responsibility for payment of the Taxes asserted by the taxing authority in such claim or assessment if such claim or assessment were sustained in its entirety.

(c)                                  Refund Claims.  With respect to the Company Subs, except with respect to any Tax refund included in the Actual Net Working Capital (which refunds shall be for the account of Buyer), with respect to the Company Subs, any refund or credit of Taxes paid attributable to (i) any period which ends on or before the Closing Date or (ii) any period which includes the Closing Date but does not begin or end on that day, any such refund shall belong to MNST, provided that in the case of any such Tax refund described in this clause (ii), the portion of such Tax refund which shall belong to MNST shall be that portion that is attributable to the portion of that period which ends on the Closing Date (determined on the basis of an interim closing of the books as of the Closing Date).  The Company Subs shall promptly pay any such refund or credit, and the interest actually received thereon, to MNST upon receipt thereof by the Company Subs less any Taxes and other costs and expenses of Buyer, the Company, and any Company Subs associated therewith.  Any and all other refunds with respect to the Company Subs shall belong to Buyer.

(d)                                 Indemnification for Pre-Closing Transactions.  MNST shall indemnify the Company, Company Subs, and the Indemnified Buyer Parties and hold them harmless from and against any Liability arising out of, in connection with, or attributable to (i) any and all Taxes (or the non-payment thereof) of the Company and Company Subs for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date, (ii) any and all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which Company or any Company Sub (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any person (other than the Company and MNST Subs) imposed on the Company or any MNST Subs as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing and (iv) any of the matters disclosed on Schedule 3.10; provided, however, that in the case of clauses (i), (ii) and (iii) above, for Taxes MNST shall be liable only to the extent that such Taxes are in excess of the amount, if any, reflected as a liability for Taxes in the calculation of Actual Working Capital.

(e)                                  Indemnification for Post-Closing Transactions.  Except with respect to any Taxes resulting from or attributable to transactions expressly contemplated by this Agreement, and the application and effect of Section 1248 of the Code (or any

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corresponding or similar provision of state, local, or foreign income Tax law), Buyer agrees to indemnify and hold harmless MNST and its Affiliates for any additional Tax owed by MNST or its Affiliates (including tax owed by MNST due to this indemnification payment) (x) resulting from any transaction engaged in by the Companies not in the ordinary course of business occurring on the Closing Date after Buyer’s purchase of the Target Units and (y) arising by reason of any transaction not in the ordinary course of business undertaken with respect to any MNST Sub that is not a United States person (within the meaning of Section 7701 of the Code) during the period beginning after the Closing and ending on the last day of the taxable year (as determined for United States federal income tax purposes) of such MNST Sub that includes the Closing Date by, or with respect to the capital stock of, such MNST Sub.

(f)                                    Transfer and Similar Taxes.  All sales, use, value added, transfer, recording, ad valorem, privilege, documentary, registration, conveyance, license, stamp, duties or similar Taxes and fees (including any penalties, interest and additions to such Taxes) (collectively, “Transfer Taxes”) arising out of, in connection with, or attributable to transactions contemplated by this Agreement shall be paid 50% each by MNST and Buyer.  MNST and Buyer shall cooperate in preparing and timely filing all relevant Tax Returns required to be filed in respect of any Transfer Tax, and shall use commercially reasonable efforts to avail themselves of any available exemptions or other opportunities to reduce or eliminate any Transfer Taxes.

(g)                                 Cooperation with Respect to Tax Returns.  Buyer and MNST agree to furnish or cause to be furnished to the other party, as promptly as practicable at the requesting party’s expense, such information (including access to books and records) and assistance, including making employees available on a mutually convenient basis to provide additional information and explanations of any material provided, relating to the Companies as is reasonably necessary for the filing of any Tax Return, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any adjustment with respect to Taxes.  MNST, Buyer and the Companies shall retain in its possession, and shall provide reasonable access to (including the right to make copies of), such supporting books and records and any other materials that the requesting party may specify with respect to Tax matters relating to any taxable period ending on or prior to the Closing Date until the relevant statute of limitations (including extensions) has expired.  After such time, the party holding such material may dispose of such material, provided that prior to such disposition such party shall give the other party a reasonable opportunity to take possession of such materials.

(h)                                 Allocation.  MNST and Buyer agree to allocate the Purchase Price and other capitalizable costs (to the extent properly taken into account under Section 1060 of the Code) amongst the Target Units and MNST Sub Shares based on the relative fair market values of such assets, and agree to further allocate the portion of the Purchase Price and other capitalizable costs allocated to the Target Units and the respective liabilities of the Company (to the extent properly taken into account under Section 1060 of the Code) among the respective assets of the Company in accordance with Code §1060 and Treasury regulations

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thereunder (and any comparable provisions of state and local law, as appropriate) (the “Allocation”); provided, that the aggregate amount allocated to the interests in the Company Subs shall not exceed $1,000,000.  Buyer shall be responsible for determining and preparing the Allocation and shall submit such Allocation to MNST for its review at least 45 days prior to the date such forms are required to be filed; provided that, if MNST does not object within 30 days after their receipt of the Allocation from Buyer, such Allocation shall be treated as the agreed final Allocation.  If MNST does object to the Allocation by delivering written notice to Buyer within 30 days after MNST’s receipt thereof, Buyer and MNST shall work in good faith and shall use commercially reasonable efforts to agree on mutually agreed Allocation; provided that, if Buyer and MNST cannot, within 30 days, agree on mutually agreed Allocation, all items of such Allocation on which the parties do not mutually agree shall be submitted to a nationally known independent accounting firm mutually acceptable to Buyer and MNST (the “Third Party Accountant”) for resolution within 10 days of submission thereto, which resolution shall be made based solely upon the submissions made by Buyer and MNST, and not upon an independent determination by the Third Party Accountant, and Buyer and MNST shall pay equal shares of the costs of the Third Party Accountant.  Buyer and MNST shall report, act, and file in all respects and for all purposes consistent with the Allocation, unless otherwise required by Law.  MNST and Buyer agree to (i) be bound by the Allocation, and (ii) act in accordance with the Allocation in the preparation, filing and audit of any Tax return (including, without limitation filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing).  MNST shall timely prepare and deliver all documents and other information Buyer may reasonably request to prepare the Allocation.

(i)                                     Code §754 Election.  At the request of the Buyer, the TMP Holding Company shall make a Code §754 Election.

8.5                               Employees and Employee Benefits Matters.

(a)                                  Effective on the Closing Date, the Company shall offer employment to the employees actively employed in the Business as of such date as set forth on Schedule 8.5(a).   Such employees who accept the Company’s offer of employment shall be referred to herein as the “Transferred Employees”.  The Company shall become responsible for payment of all salaries and all other claims, costs, expenses, liabilities and other obligations relating to the Company’s employment of the Transferred Employees accruing or occurring from and after the Closing Date, but only to the extent related to periods following the Closing Date, and except to the extent the Company or any Indemnified Buyer Party is entitled to indemnification (without regard to any limitations, including, without limitation, the Basket, the Indemnification Cap, survival periods and any materiality qualifiers or other similar qualifiers) pursuant to this Agreement.  As the employer of the Transferred Employees prior to the Closing Date, MNST or its Affiliates (other than the Company or the Company Subs), as applicable, shall be solely responsible for all claims, costs, expenses, liabilities and other obligations related to the employment or employee benefits of the Transferred Employees before the Closing Date regardless of when reported, other than the obligations (and only to the extent of such obligations) to be assumed by the Company for each Transferred Employee

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pursuant to Section 8.5(b).  MNST or its Affiliates (other than the Company or the Company Subs), as applicable, shall be solely responsible for all claims, costs, expenses, obligations and other Liabilities related to the employment or employee benefits of all current and former employees of the Business whether arising before, on or after the Closing Date and regardless of when reported, other than liabilities and obligations with respect to Transferred Employees for which the Company is responsible under this Section 8.5

(b)                                 The Company shall assume the obligation to pay salary, compensation and vacation time accrued prior to the Closing with respect to Transferred Employees, but only to the extent such amounts are included on the Closing Balance Sheet.

(c)                                  Except as provided in the Transition Agreement, the Transferred Employees shall cease to participate in any Plans maintained by MNST or its Affiliates effective on the Closing Date and shall commence participation in the employee benefit plans or programs established or maintained by Buyer or, at the Buyer’s direction, by the Company or Company Subs (“Buyer Plans”) effective after the Closing Date.  To the extent permissible under applicable law, Buyer shall (i) cause Transferred Employees to be credited with service with MNST or its Affiliates for purposes of eligibility and vesting under the Buyer Plans, (ii) cause any Buyer Plan that is a health plan to waive any pre-existing condition exclusions (to the extent such exclusion was waived under applicable health and welfare plans offered to the Transferred Employees by MNST immediately prior to the Closing Date) in respect of Transferred Employees (and their beneficiaries and dependants) and (iii) grant full credit to Transferred Employees (and their beneficiaries and dependents) under the Buyer Plans for contributions, deductibles, co-payments and other out-of-pocket expenses attributed to participation in the Plans maintained by MNST that are health plans immediately prior to the Closing Date to the extent such amounts were credited under the such MNST Plans.

(d)                                 MNST covenants and agrees that none of the Buyer, the Company or any Company Sub shall have any liability or other obligation arising out of or otherwise related to any Plan, including, without limitation, those obligations set forth on Schedule 8.5(d) attached hereto, other than 2005 bonuses for Transferred Employees..

(e)                                  Nothing in this Section 8.5 or elsewhere in this Agreement, expressed or implied, shall confer upon any current or former employee of MNST, the Company or any of the Company Subs or the Business (including the Transferred Employees) or any legal representatives thereof any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement (including any right to employment, continued employment with Buyer or any of its Subsidiaries or benefits for any specified period).

(f)                                    To the extent permitted by applicable law, MNST covenants and agrees to take all action necessary to fully vest all Transferred Employees under its 401(k) plan

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(the “MNST 401(k) Plan”) as of the Closing Date.  Effective as of the Closing, the Transferred Employees who have an account balance in the MNST 401(k) Plan shall be entitled to receive a distribution of their account balance in accordance with the terms of the MNST 401(k) Plan and shall be permitted to roll over their eligible rollover distributions, which may include promissory notes evidencing outstanding participant loans (“Loans”) under the MNST 401(k) Plan, to any 401(k) plan established by the Company or the Company Subs (the “Company 401(k) Plan”) for their behalf provided that such plan specifically provides for the acceptance of such Loans upon the same terms and conditions as in effect under the MNST 401(k) Plan immediately prior to the rollover.  MNST and the MNST 401(k) Plan shall not place any Transferred Employee’s Loan into default so long as such employee transfers his or her account balance under the MNST 401(k) Plan, together with the Loan, to the Company 401(k) Plan through a direct rollover as soon as administratively practicable following the Closing Date.

(g)                                 MNST shall be responsible for reimbursement, in accordance with the terms of MNST’s dependent-care and health-care flexible benefit spending account plan, of all Transferred Employees with respect to reimbursement of covered expenses incurred in 2004.  Buyer shall be responsible for reimbursement, in accordance with the terms of MNST’s or Buyer’s dependent-care and health-care flexible benefit spending account plan, of all Transferred Employees with respect to reimbursement of covered expenses incurred in 2005 (other than expenses that have been reimbursed by MNST prior to the Closing Date under the MNST flexible benefit spending account plan); provided that Actual Working Capital shall include an accrued liability equal to Transferred Employees’ aggregate net account balances as of the Closing Date under MNST’s dependent-care and health-care flexible benefit spending account plan.

8.6                               Exclusion/Transfer of Certain Specified Assets.  It is understood and agreed that MNST shall retain, and to the extent necessary in MNST’s sole discretion prior to the Closing the Company and MNST shall be permitted to transfer any and all right, title and interest of the Company in the specified assets of the Company listed in the attached Schedule 8.6 to MNST or its designee, without representation or warranty of any kind (collectively, the “Specified Assets”).  To the extent that any of the Specified Assets have not been so transferred to MNST or its designee by the Company prior to the Closing, then by virtue of this Agreement and without the necessity of any further action on the part of any party the Company shall be deemed to transfer to MNST, without representation or warranty of any kind, all right, title and interest of the Company in and to, and MNST shall be deemed to accept such transfer of all right, title and interest of the Company in and to, such Specified Assets, immediately prior to the Closing.  It is understood and agreed that the Specified Assets may be transferred in any lawful manner, including by way of dividend.

8.7                               Finder’s Fees.  Each of Buyer and MNST covenant and agree to pay 50% of any and all Finder’s Fees (as hereinafter defined) which may be payable to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Score Media Inc. and/or any of their Affiliates up to an aggregate of $550,000 (up to $275,000 of which shall be paid by each of Buyer and MNST) in connection with the transactions contemplated by the Agreement.

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8.8                               Payment of Outstanding Credit Card Balances.  Except as otherwise provided in the Transition Agreement, MNST shall close all credit card accounts procured by MNST for use by current or former employees of the Business as of the Closing.  Buyer and/or the Company shall remit payment to MNST for any outstanding balances on such credit card accounts on or before the date which is thirty (30) days after the Closing to the extent such outstanding balances are reflected in the determination of Actual Working Capital.

8.9                               Joint Agreements.  MNST is a party to Nonsolicitation/Confidentiality, Invention and Mandatory Dispute Resolution Agreements (collectively, the “Joint Agreements”) with employees who are or will be employed by the Company or Buyer after the Closing Date.  The benefits of any nonsolicitation, confidentiality, invention assignment right and mandatory dispute resolution covenant or agreement contained in any such Joint Agreement shall be assigned to the Company effective as of the Closing Date to the extent permitted by such Joint Agreement and applicable law.

8.10                        Transitional Use of Domain Names, Trademarks, etc.

(a)                                  Notwithstanding anything to the contrary in this Agreement, for a period of six (6) months after the Closing Date, the Company and the Company Subs shall have the right to use the MNST Marks (as defined below) in connection with their respective websites, marketing and advertising materials and stationary in which the MNST Marks are embodied as of the Closing Date; provided, however, that during such six (6) month period, Buyer, Company and the Company Subs shall use reasonable efforts to remove or cease use of such MNST Marks; and provided, further, that all such use of the MNST Marks by the Company and the Company Subs shall be consistent with, and shall not deviate from, their respective usage as of the six (6) month period prior to the Closing Date.  As used in this Section 8.10(a), “MNST Marks” means any and all of the trademarks, servicemarks and tradenames of MNST used in the Business or the Online Relocation Business as of the Closing Date, exclusive of any trademarks, servicemarks or tradenames that (x) are required to be owned by the TMP Holding Company as of the Closing Date, or (y) are required to be transferred to the Company or a Company Sub under this Agreement or any ancillary agreements or instruments contemplated hereby.  As a condition to the license granted by this Section 8.10(a), Buyer, Company and the Company Subs will use the MNST Marks (A) in connection with their business operations having a level of quality at least as high as that established by MNST prior to the Closing Date, and (B) in compliance with all applicable laws and regulations.  MNST will have the right to exercise quality control over the MNST Marks to that degree reasonably necessary, in the reasonable opinion of MNST, to maintain the validity and enforceability of the MNST Marks, and to protect the goodwill associated therewith.  Buyer will (1) upon written request by MNST, submit to MNST materials bearing the MNST Marks as MNST may reasonably require to ensure compliance by Buyer, Company and the Company Subs with the obligations set forth in this Section 8.10(a), and (2) comply with the requests of MNST to bring Buyer, Company and/or the Company Subs into conformity with this Section 8.10(a).  MNST will have the right to terminate the license granted in this Section 8.10(a) in the event of a material breach of this Section 8.10(a) by Buyer, Company or the Company Subs that has not been cured within thirty (30) days after written notice by MNST. 

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The foregoing license is not intended to limit or expand any representation, warranty or covenant contained in this Agreement, and accordingly except as expressly provided elsewhere in this Agreement and limited to the foregoing license of the MNST Marks, MNST makes no representations or warranties of any kind with respect to the rights granted under such license, nor shall MNST have any liability whatsoever based upon such license, including without limitation as to the validity, non-infringement, right to use, scope or enforceability of such marks, in any jurisdiction worldwide, and MNST has no obligation to file or prosecute any applications or registrations or maintain any applications or registrations in force in connection therewith, or to otherwise pursue, enforce or prosecute any rights with regard to the MNST Marks to the extent licensed by this Section 8.10(a), or to defend any demands, actions or other claims regarding the MNST Marks to the extent licensed by this Section 8.10(a).  The foregoing limitations and disclaimers shall not affect or apply to any representation, warranty or covenant in this Agreement except the license set forth in this Section 8.10(a).

Except as specifically permitted by this Section 8.10(a), following the Closing Date neither Buyer, the Company nor any successor to or assignee of the Business and/or the Online Relocation Business shall (i) use the “Monster” name or ▇▇▇▇, or any abbreviation, variation or derivative thereof in the name of any corporation, partnership or business entity, or (ii) use the “Monster” name or ▇▇▇▇, or any abbreviation, variation or derivative thereof as part of the name or description of any business unit, practice area, discipline, sector or subdivision of the Company, the Business or the Online Relocation Business.

(b)                                 For a period of four (4) years after the Closing Date, MNST shall redirect Internet traffic from the URLs set forth on Schedule 8.10(b) to the URLs designated by Buyer (or modify the DNS entry to resolve to server IP addresses designated by Sub).  For a period of one (1) year after the Closing Date, MNST shall redirect Internet traffic from ▇▇.▇▇▇.▇▇▇ to the Uniform Resource Locator (URL) for the home page for directional marketing’s commercial website (or modify the DNS entry to resolve to server IP addresses designated by Sub).  Buyer shall provide MNST with the Internet Protocol (“IP”) address assigned to each of the foregoing home pages (including, without limitation the home pages designated by Buyer) and the parties will reasonably cooperate with each other in effecting such redirects during the prescribed periods.

(c)                                  For so long as MNST (or any successor to the ▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ businesses) is in control of the domain names ▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, MNST shall place a text hyperlink (or such other form of link as to which the parties’ may mutually agree) on each of those websites to point Internet traffic to the URL for the home page for the Company’s commercial website.  Buyer shall provide MNST with the IP address assigned to that home page and the parties will reasonably cooperate with each other in effecting such links.  The placement of the link on each web page shall be at MNST’s sole discretion, provided that such link shall appear above the fold as the web page displays in standard web browser windows and shall appear in substantially the same prominence as such

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link appeared prior to the date hereof.  In the event that MNST divests itself of the business currently known TMP Worldwide MNST shall require the successor to such business to maintain the foregoing link.  Further, in the event that MNST ceases commercial use of the ▇▇▇.▇▇▇ and/or ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ domain names other than through a divestiture, MNST shall use reasonable efforts to transfer (at Company’s expense) such domain name registrations to the Company.

(d)                                 MNST’s obligations in the preceding two (2) subsections shall terminate in the event that, thirty (30) days after written notice from MNST, any web page to which MNST is redirecting Internet traffic, continues to display any of the following that are described in such notice (i) promotions, advertisements or marketing of any kind that offers Internet job listings in competition with MNST; (ii) pornographic, lewd or similar content; and (iii) content which reflects materially unfavorably upon MNST.

(e)                                  For a period of four (4) years after the Closing Date, MNST may, at is sole discretion, place hyperlinks (but no frames, spiders, caches, copies of content or similar mechanisms that do not direct the entire browser window to the linked site) on ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ and related MNST websites, which links point Internet traffic to the following content of ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇.▇▇▇▇▇▇.▇▇▇:

(i)            International Relocation Center, which is currently located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇/; and

(ii)           Cost of Living Information by City, which consists of four tools:

(A)                              City Profile Report, which is currently located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇_▇_▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇/;

(B)                                Salary Comparison, which is currently located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇_▇_▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇/; and

(C)                                Compare Two Cities, which is currently located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇_▇_▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇/; and

(D)                               School Reports, which is currently located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇_▇_▇▇▇▇▇/▇▇▇▇▇▇_▇▇▇▇▇▇▇/.

(iii)                               The parties will reasonably cooperate with each other in effecting such links and to notify each other of the existence of such links and proper URLs for same.

8.11                        Replacement of Insurance.  The parties acknowledge that certain workers compensation and other insurance coverage applicable to the Companies for periods prior to Closing is maintained by MNST.  This coverage will be terminated at the Closing Date

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and will be of no further benefit to the Companies except to the extent such insurance is ‘occurrence’ coverage and relates to an event or circumstance of the Companies during a pre-Closing coverage period (it being acknowledged and agreed that the Company and the Company Subs were insured parties under such ‘occurrence’ based insurance policies (and received the benefits therefrom) with respect to the Business for pre-Closing coverage periods).  The Buyer and MNST agree that any claims made pursuant to any ‘occurrence’ coverage of MNST in respect of the Business shall be administered, collected and pursued by MNST (or by a claims handler appointed by MNST) on behalf of the Company, or, upon the prior written notice to MNST, the Company shall have the right to administer, collect and pursue such claim.  The Buyer, the Company and MNST shall each cooperate with the other in order to fully enable MNST or the Company, as the case may be, to comply with the requirements of the relevant insurer, and the Company and MNST shall each provide such information and assistance as MNST or the Company, as the case may be, may reasonably request in connection with any such claim.  Any monies received by MNST as a result of such claims shall be paid over to the Company.  The Company agrees to pay any deductible amount under the applicable ‘occurrence’ coverage, and to reimburse MNST for any amounts that either of them is required to pay to the insurer in respect of deductibles, payments following reservations of rights, or similar payments relating to the Companies that are billed to MNST as the holder of the policy, except to the extent the Company or any Indemnified Buyer Party is entitled to indemnification (without regard to any limitations, including, without limitation, the Basket, the Indemnification Cap, survival periods and any materiality qualifiers or other similar qualifiers) pursuant to this Agreement.

8.12                        WARN Compliance.  Buyer covenants and agrees to take, or to cause the Company to take, any and all action that may be necessary to comply with the terms and provisions of the WARN Act after the Closing Date.  In addition, Buyer covenants and agrees that from and after the Closing Date, neither Buyer nor the Company will implement any action that would cause any pre-Closing action of MNST or the Company (that is not otherwise a violation of the WARN Act) to be a violation of the WARN Act;  provided, however, that MNST shall provide to Buyer on or prior to the Closing Date a schedule reflecting all layoffs of permanent employees implemented by MNST, by location, during the 90-day period preceding the Closing Date.

8.13                        Standalone Operations.  Subject to the terms of the Transition Agreement, following the Closing Date, MNST covenants and agrees to transfer to the Company and the Company Subs fully operational computer and network hardware and software, technology, equipment and facilities, as necessary to enable the Company, the Company Subs and the Business to operate on a standalone basis consistent with the past twelve months prior to the Closing Date, including as necessary to continue development of ongoing projects such as OMS and Goldmine.  Without limiting the foregoing or anything else in this Agreement, MNST shall transfer to the Company and the Company Subs all ongoing software development being conducted by or for the Company and Company Subs (such as OMS and Goldmine), and all development and operations hardware, software, and Company Intellectual Property Rights related thereto.  This Section 8.13 does not expand or limit any transfer obligations of MNST under the Transition Agreement.

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8.14                        Transfer of Domain Names.  MNST shall, prior to the Closing Date or within a reasonable period of time thereafter, transfer, or cause to be transferred, to the Company or a MNST Sub the domain name registrations set forth on Schedule 3.13(a) which are designated as domain names owned or to be owned by the Company or any of the MNST Subs.  To the extent any domain name registration is not transferred to the Company or such MNST Sub, MNST shall administer such domain name registrations on behalf of the Companies, and in accordance with reasonable instructions provided by the Company, until such domain names are transferred to the Company or such MNST Sub.

8.15                        One Minute Note.  Upon receipt of the proceeds from the Credit Agreements, the Company shall make available to Buyer sufficient funds to pay all amounts due under the One Minute Note.

8.16                        Notice of Termination.  Buyer and the Company shall use reasonable efforts to give notice to MNST within thirty (30) days of the date of termination of employment with the Company of any employees listed on Schedule 8.5(a) hereto who hold stock options of MNST.  Such notice shall be provided to MNST from the Closing Date until the earlier of (i) the date after which any stock options of MNST held by such employee may no longer be exercised or (ii) until there is a Sale of the Company (as defined in the Seller Note).  Buyer and the Company shall have no liability for their failure to comply with this Section 8.16 absent gross negligence or willful misconduct.

8.17                        Ancillary Matters.  The parties covenant and agree to comply with the matters set forth on Schedule 8.17.

8.18                        Ancillary Client Matters.  The parties covenant and agree to comply with the matters set forth on Schedule 8.18.

ARTICLE IX

INDEMNIFICATION

9.1                               Indemnification by MNST.  From and after the Closing, MNST agrees to indemnify, defend and save Buyer, the Company and its Affiliates, and each of their respective officers, directors, stockholders, employees, agents, plans and fiduciaries, plan administrators or other parties dealing with any such plans, successors and assigns (each, an “Indemnified Buyer Party”), harmless from and against, and to promptly pay to an Indemnified Buyer Party or reimburse (as and when incurred) an Indemnified Buyer Party for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, or causes of action, assessments, losses, costs, expenses, interest, tax, fines, penalties, actual or punitive damages (it being acknowledged and agreed that punitive damages shall not be recoverable in connection with the breach of any of the representations or warranties contained herein or unless MNST knowingly violates any covenant or agreement made herein which gives rise to a claim for punitive damages or pursuant to the proviso set forth in Section 9.7 below) or costs or expenses (whether or not arising out of third party claims) of

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any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (including, without limitation, interest, penalties, reasonable fees and expenses of attorneys, accountants and other experts incurred by any indemnified party in any action or proceeding between such indemnified party and the indemnitor or between any indemnified party and any third party or otherwise) (individually a “Loss” and collectively, the “Losses”) sustained or incurred by any Indemnified Buyer Party relating to, resulting from, arising out of or otherwise by virtue of one or more of the following: (i) any misrepresentation or breach of a representation or warranty made herein by MNST or the Company or any Affiliate of MNST or the Company; (ii) any obligation or liability, contingent or otherwise, of MNST or the Company for brokers’ or finders’ fees or commissions in connection with the transactions contemplated by this Agreement (collectively, “Finders’ Fees”), exclusive of any Finders’ Fees which may be due to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Score Media Inc. or any of their Affiliates which Finders’ Fees shall be paid pursuant to Section 8.7 hereof; (iii) any breach or nonfulfillment by the Company or MNST prior to the Closing or by MNST after the Closing of any other covenant or agreement contained in Article I, Article II, Article V, Section 7.2(b), Article VIII, Article IX or Article XI of this Agreement; (iv) any outstanding Indebtedness in existence as of the Closing Date (or otherwise relating to periods on or prior to the Closing) to the extent such Indebtedness has not reduced the Payment Amount pursuant to Section 1.3; (v) except as otherwise provided in Section 8.4(d), any Liability for which the Company or any Company Sub is liable to the extent such Liability is a result of being affiliated with MNST (or its respective Affiliates other than the Companies), except for those ordinary course Liabilities arising out of or in connection with the operation or conduct of the Business which are reflected in the determination of Working Capital (except to the extent an Indemnified Buyer Party is entitled to indemnification (without regard to any limitations, including, without limitation, the Basket, the Indemnification Cap, survival periods and any materiality qualifiers or other similar qualifiers) in connection with such Liabilities under the provisions of this Agreement); (vi) any Liabilities of the Company or any Company Sub arising prior to the Closing Date that is unrelated to the Business resulting from third party claims; (vii) MNST’s failure to obtain a landlord’s consent with respect to its entering into an Assignment Agreement or Sublease Agreement for any of the Company Office Locations or any additional Liabilities relating to, resulting from, arising out of or otherwise by virtue of obtaining such landlord’s consent with respect to such Company Office Locations (it being acknowledged and agreed that the Company shall have the right to vacate any Company Office Location (without prejudice to this Section 9.1(vii)) after the date that such landlord affirmatively refuses to give a consent with respect to any such Company Office Location, or requests that the Company vacates such premises or such landlord otherwise does not act in compliance in any material respect with the terms of the Sublease or Assignment Agreement or otherwise affirmatively refuses to recognize the Company’s interest in the premises); (viii) any change of control payments, retention or stay bonuses payable to employees of the Companies (whether in respect of the transactions contemplated by this Agreement or otherwise) pursuant to any agreement or arrangement established or entered into by the Company or MNST prior to the Closing; (ix) any claims that relate to SBC Communications Inc., BellSouth Corporation, Verizon Communications Inc., Dex Media, Inc. or Yellow Book USA, Inc. that relate to facts, events or circumstances that occurred in the time period more than twelve (12) months prior to the Closing Date; (x) any Liabilities under the WARN Act with respect to employees of the Company or the Business related to the period prior to the Closing  

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Date except to the extent such Liabilities result from Buyer’s breach of Section 8.12; (xi) a Plan sponsored, maintained or contributed to by MNST or any entity treated as a single employer with MNST under Section 414(b), (c), (m) or (o) of the Code; (xii) the matters designated with either one (1) or two (2) asterisks on Schedule 3.8 attached hereto; (xiii) any obligations or other Liabilities in connection with the matters set forth in Section 5.11 hereof; and (xiv) any Excluded Item (as such term is defined in the Contribution Agreement).  Notwithstanding anything to the contrary contained herein, any Losses for which any Indemnified Buyer Party shall be entitled to be indemnified by MNST under the terms of this Article IX or the Transition Agreement shall be reduced to the extent such Losses have already been recovered by an Indemnified Buyer Party (A) through an adjustment to the Purchase Price pursuant to Section 1.2 or Section 1.3 or (B) through the indemnification provisions of the Transition Agreement, and no such reduction shall count toward the satisfaction of either the Basket or the Indemnification Cap.  Notwithstanding anything to the contrary contained in this Agreement, for purposes of determining whether there has been a breach and the amount of any Losses that are the subject matter of a claim for indemnification hereunder, each representation and warranty in this Agreement (except for Sections 3.6(a) and (b), 3.7(d), 3.10(a), (b) and (f), and 3.13(b)(ii)(B) and (C)) and each certificate or document delivered pursuant hereto shall be read without regard and without giving effect to the term “material” (except pursuant to representations and warranties requiring the mere listing of items in response to such representation or warranty with respect to that portion of such representations and warranties relating to such listing) or “Material Adverse Effect” or similar phrases contained in such representation or warranty which has the effect of making such representation and warranty less restrictive (as if such word and, where “Material Adverse Effect” is used surrounding related words (e.g., “reasonably be expected to,” “could have” and similar restrictions and qualifications were deleted from such representation and warranty).

9.2                               Indemnification by Buyer.  From and after the Closing, Buyer agrees to indemnify, defend and save MNST and its Affiliates, and each of their respective officers, directors, stockholders, members, employees, agents, plans and fiduciaries, plan administrators or other parties dealing with such plans, successors and assigns (each, an “Indemnified Seller Party”) harmless from and against, and to promptly pay to an Indemnified Seller Party or reimburse an Indemnified Seller Party for, any and all Losses sustained or incurred by any Indemnified Seller Party relating to, resulting from, arising out of or otherwise by virtue of one or more of the following: (i) any misrepresentation or breach of a representation, warranty, covenant or agreement made herein by Buyer; (ii) third party claims made against MNST arising from or related to ordinary course liabilities in connection with the operation or conduct of the Business unrelated to the other agreements and transactions contemplated hereby,  except, with respect to this clause (ii), in each case, to the extent (x) an Indemnified Buyer Party may be entitled to indemnification (without regard to any limitations, including, without limitation, the Basket, the Indemnification Cap, survival periods and any materiality qualifiers or other similar qualifiers) in connection with such Liability under the provisions of this Agreement or (y) arising from any action taken or omission made by MNST following the Closing Date constituting fraud, gross negligence, willful or criminal misconduct or otherwise constituting a breach of its covenants and agreements contained herein; (iii) any obligation or liability, contingent or otherwise, of Buyer for brokers’ or finders’ fees or commissions in connection with the

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transactions contemplated by this Agreement or the other agreements contemplated hereby, exclusive of Finders’ Fees which may be due to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Score Media Inc. or any of their Affiliates which Finders’ Fees shall be paid pursuant to Section 8.7 hereof and (iv) any breach or nonfulfillment by Buyer prior to the Closing or by Buyer or the Company after the Closing of any other covenant or agreement contained in Article I, Article II, Article V, Article VIII or Article XI of this Agreement.  Notwithstanding the foregoing, any Losses for which any Indemnified Seller Party shall be entitled to be indemnified by Buyer under the terms of this Article IX or the Transition Agreement shall be reduced to the extent such Losses have already been recovered by an Indemnified Seller Party (A) through an adjustment to the Purchase Price pursuant to Section 1.2 or Section 1.3 or (B) through the indemnification provisions of the Transition Agreement, and no such reduction shall count toward the satisfaction of either the Basket or the Indemnification Cap.  Notwithstanding anything to the contrary contained in this Agreement, for purposes of determining whether there has been a breach and the amount of any Losses that are the subject matter of a claim for indemnification hereunder, each representation and warranty in this Agreement and each certificate or document delivered pursuant hereto shall be read without regard and without giving effect to the term “material” (except pursuant to representations and warranties requiring the mere listing of items in response to such representation or warranty with respect to that portion of such representations and warranties relating to such listing) or “Material Adverse Effect” or similar phrases contained in such representation or warranty which has the effect of making such representation and warranty less restrictive (as if such word and, where “Material Adverse Effect” is used, surrounding related words (e.g., “reasonably be expected to,” “could have” and similar restrictions and qualifications were deleted from such representation and warranty).

9.3                               Procedure for Indemnification.

Except as otherwise provided in Section 8.4(b):

(a)                                  If an Indemnified Buyer Party or an Indemnified Seller Party seeks indemnification under Sections 9.1 or 9.2, such Person (the “Indemnified Party”) shall give written notice to the other Person (the “Indemnifying Party”) specifying in reasonable detail the basis for the claim.  In that regard, if any Liability shall be brought or asserted by any third party which, if adversely determined, may entitle the Indemnified Party to indemnity pursuant to this Section 9.3 (a “Third Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such Liability and the facts pertaining thereto; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any Liability or Losses hereunder unless the delay in notice has a material adverse effect on the Indemnifying Party’s ability to successfully defend such claim.

(b)                                 Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given

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notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim (with no reservation of any rights), (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedent, custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.

(c)                                  So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.3(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be withheld unreasonably) and (iii) the Indemnifying Party will not consent to the entry or any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be withheld unreasonably).

(d)                                 In the event that any of the conditions in Section 9.3(b) above is or becomes unsatisfied or, in connection with the matters set forth on Schedule 3.8 and the matters described in Section 9.1(ix), however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys’ fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9.3.

9.4                               Limitation on Indemnification Rights.

(a)                                  Subject to the provisions of Section 9.4(b) below it is understood and agreed that no claim for recovery of indemnifiable damages may be asserted pursuant to Section 9.1(i) or Section 9.2(i) based on a representation, warranty, covenant or agreement or applicable portion thereof set forth in this Agreement after it has been extinguished in accordance with Section 8.2 hereof; provided, however, any representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Article IX, and the

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indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to Section 8.2 if written notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party against whom such indemnity may be sought prior to such time.

(b)                                 Neither the Indemnified Buyer Parties, on the one hand, nor the Indemnified Seller Parties, on the other hand, shall be entitled to be indemnified pursuant to Sections 9.1(i), 9.1(iii) with respect to the covenants contained in Article V or Article VIII (excluding breaches of Sections 5.1, 5.3(d), 5.3(i), 5.3(l), 5.3(m), 5.5, 5.8, 5.11, 8.1, 8.2, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13 and 8.17), 9.1(v) (if a breach thereof would also be a breach of a representation or warranty made in Section 9.1(i)), 9.1(vi) (if a breach thereof would also be a breach of a representation or warranty made in Section 9.1(i)), 9.2(i), 9.2(ii) and 9.2(iv) (excluding breaches of Sections 5.1, 5.5, 5.9, 8.1, 8.2, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.11 and 8.12) unless and until the aggregate of all Losses incurred by the Indemnified Buyer Parties or the Indemnified Seller Parties, as the case may be, exceeds $1,250,000 (“Basket”), at which time the Indemnifying Party shall be obligated to indemnify the Indemnified Party for all Losses but only those in excess of $1,250,000; provided; however, that with respect to breaches of Section 3.18 and the matters designated with two (2) asterisks on Schedule 3.8 attached hereto, the Indemnified Buyer Parties shall not be entitled to indemnification pursuant to Section 9.1(i) or Section 9.1(xii), as the case may be, unless and until the aggregate of all Losses in connection with such breaches and such matters incurred by the Indemnified Buyer Parties exceeds $200,000 in the aggregate, at which time MNST shall be obligated to indemnify the Indemnified Buyer Parties for all Losses with respect to such matters but only those in excess of $200,000, subject to the Basket (to the extent the Basket is limiting claims for indemnification at such time) and Indemnification Cap in the case of claims for indemnification pursuant to Section 9.1(i) with respect to breaches of Section 3.18.  The indemnification obligations of either MNST or the Buyer under Sections 9.1(i), 9.1(iii) with respect to the covenants contained in Article V or Article VIII (excluding breaches of Sections 5.1, 5.3(d), 5.3(i), 5.3(l), 5.3(m), 5.5, 5.8, 5.11, 8.1, 8.2, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13 and 8.17), 9.1(v) (if a breach thereof would also be a breach of a representation or warranty made in Section 9.1(i)), 9.1(vi) (if a breach thereof would also be a breach of a representation or warranty made in Section 9.1(i)),  9.2(i), 9.2(ii) and 9.2(iv) (excluding breaches of Sections 5.1, 5.5, 5.9, 8.1, 8.2, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.11 and 8.12) hereof shall not exceed $10,000,000 (the “Indemnification Cap”).  Notwithstanding anything to the contrary contained in this Agreement, the Basket and the Indemnification Cap shall not apply except and solely to the extent set forth in this Section 9.4(b), and to the extent the Basket and the Indemnification Cap would otherwise apply pursuant to this Section 9.4(b), it will not apply (and any Losses resulting from or relating to any of the following matters shall not count toward the Basket or toward satisfaction of the Indemnification Cap) to (A) breaches of the representations and warranties set forth in Sections 3.1 (Organization; Subsidiaries), 3.2 (Capitalization), 3.3 (Authorization), 3.10 (Taxes), 3.24 (Finders) and 3.19 (Indebtedness) and (B) Losses involving fraud, willful misconduct or intentional misrepresentation or breach by MNST or Buyer.

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9.5                               Manner of Payment.  Subject to Section 9.6 below, any indemnification payment pursuant to this Article IX shall be effected by wire transfer of immediately available funds from Buyer or MNST, as the case may be, to an account designated by MNST or Buyer, as the case may be, within five (5) days after the determination of indemnification amounts.  Any such indemnification payments shall include interest at the rate of 6% per annum from the date Buyer or MNST, as the case may be, delivered notice of a claim for indemnification pursuant to Section 9.3(a) to the date of such payment is due pursuant to this Section 9.5 and interest at a rate of 12% per annum thereafter until such Losses are fully paid. Interest on any such unpaid amount hereunder shall be compounded semi-annually, computed on the basis of a 360-day year.  Any indemnification payments made pursuant to this Agreement shall be deemed to be adjustments to the Purchase Price.

9.6                               Setoff; Escrow.  In addition to any other remedies, any Indemnified Party shall be entitled to set-off any amounts due to it from any Indemnifying Party pursuant to this Article IX against any amount otherwise payable by such Indemnified Party to the Indemnifying Party.  Indemnified Buyer Parties shall first seek recovery for any amounts that the Indemnified Buyer Parties are entitled to be paid under this Article IX or otherwise by making a claim under the Escrow Agreement to the extent funds are available from the Escrow Amount to satisfy such amounts; provided that, the Indemnified Buyer Parties shall also be entitled to (but shall not be required to) set-off any amounts due or payable to any of the Indemnified Buyer Parties by MNST pursuant to this Article IX by reducing the principal and accrued interest outstanding under the Seller Note in an amount not to exceed $2,500,000; provided further that the Buyer shall have no obligation to seek recovery pursuant to this Section 9.6 for any obligations of MNST arising under Sections 1.2 and 1.3 hereto.

9.7                               Sole Remedy for Damages.  The parties hereto agree that the indemnification provisions set forth in this Article IX are the exclusive provisions in this Agreement with respect to the Losses of the Company, MNST or Buyer for the breach, inaccuracy or nonfulfillment of any representation, warranty, covenant or agreement contained in this Agreement; provided, that nothing herein shall preclude any party from seeking any remedy based upon fraud or willful or criminal misconduct or intentional misrepresentation or breach or the breach of any of the ancillary agreements or instruments contemplated hereby (including, without limitation the Transition Agreement or the Escrow Agreement).

9.8                               Insurance Recovery.  In determining the liability of a party for any Losses pursuant to this Article IX, no loss, liability, damage or expense shall be deemed to have been sustained by such Party to the extent of any proceeds previously received by such party from any insurance recovery (net of all out-of-pocket costs directly related to such recovery) with respect to insurance coverage in place as of the date hereof.  Nothing in this Agreement shall obligate any Indemnified Party to seek recovery under any insurance policy for any Losses.

9.9                               Tax Benefits.  The amount of Losses with respect to which an Indemnified Party is to be indemnified pursuant to Article IX initially shall be determined without regard to any Tax Benefit.  However, to the extent that the Indemnified Party actually realizes a tax benefit (a “Tax Benefit”) with respect to any payment for Losses made hereunder through a refund of Taxes or reduction in actual amount of Taxes that otherwise would be

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payable by the Indemnified Party, the Indemnified Party shall pay to the Indemnifying Party the amount of such Tax Benefit (but not in excess of the indemnification payment or payments actually received from the Indemnifying Party with respect to such Losses) at such time or times as and to the extent that the Indemnified Party or any Affiliate of such Indemnified Party actually realizes such Tax Benefit.  For this purpose, Tax Benefits shall be calculated by computing the amount of Taxes before and after inclusion of any Tax items attributable to such Losses for which indemnification was made and treating such Tax items as the last items claimed for any taxable period and shall be reduced by the amount of any related Tax detriment suffered by the Indemnified Party.  Buyer, on the one hand, and MNST, on the other hand, agree to provide the other or its designated representatives with assistance and such documents and records reasonably requested by them that are relevant to their ability to determine when an amount is payable to, or receivable from, the other party pursuant to this Section 9.9, including copies of Tax returns, estimated tax payments, schedules and related supporting documents.  If any adjustments are made to any Tax Return relating to the Indemnified Party for any taxable period as a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or as the result of the filing of an amended return to reflect the consequences of any determination made in connection with any such audit or proceeding and if such adjustment results in any change in the amount of any Tax Benefit or Tax detriment to the Indemnified Party, appropriate payments will be made between the Indemnifying Party and the Indemnified Party in accordance with the previous sentence to properly reflect such adjustment amount.

9.10                        Unconditional Obligations.  MNST, on behalf of itself and each of its Subsidiaries and each of the Indemnified Seller Parties covenants and agrees that the agreements contained in Sections 9.1(ii) through (xiv) (or any schedules or other agreements relating thereto) and Buyer, on behalf of itself and each of its Subsidiaries and each of the Indemnified Buyer Parties covenants and agrees that the agreements contained in Sections 9.2(ii) through (iv) (or any schedules or other agreements relating thereto) are intended to be final, complete, unconditional and irrevocable, subject to any limitations and rights provided under the expressed terms of this Agreement), and (i) MNST shall not, and shall cause each of its Subsidiaries and each of the Indemnified Seller Parties to not, and (ii) Buyer shall not, and shall cause each of its Subsidiaries and each of the Indemnified Buyer Parties to not, seek to challenge the effectiveness (or seek to mitigate or diminish its and/or their obligations or assert or otherwise raise any defenses (other than any defenses or rights or conditions provided under the expressed terms of this Agreement including but not limited to the defense that the subject matter of such claim does not fall within the expressed scope of such indemnity provision (e.g. by way of example and not by way of limitation, the defense that a claim for indemnity pursuant to Section 9.1(ix) does not fall within the expressed scope of such indemnity provision since such dispute related to a matter that occurred less than 12 months prior to the Closing Date), or in connection with the breach by MNST or Buyer, with respect to each other, of the provisions of Section 9.3, subject to the limitations and rights contained therein, crossclaims or counterclaims in connection therewith) of such agreements contained in Sections 9.1(ii) through (xiv) and Sections 9.2(ii) through (iv), or any schedules or other agreements relating thereto (including, without limitation, taking any action in contravention of Sections 9.1(ii) through (xiv) and Sections 9.2(ii) through (iv) (or any schedules or other agreements relating thereto).  In addition, MNST, on behalf of itself and each of its Subsidiaries and each of the Indemnified Seller Parties, and Buyer, on behalf of itself and

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each of its Subsidiaries and each of the Indemnified Buyer Parties, acknowledges and agrees that each of the agreements contained in Sections 9.1(ii) through (xiv) and Sections 9.2(ii) through (iv) (or any schedules or other agreements relating thereto) shall not be released or discharged, in whole or in part, or otherwise be affected by (i) any bankruptcy, insolvency liquidation, dissolution, sale of assets, consolidation, restructuring or reorganization of Buyer or MNST, as the case may be, (ii) the failure of Buyer (or any of its Subsidiaries or any Indemnified Buyer Party) or MNST (or any of its Subsidiaries or any Indemnified Seller Party) to assert any claim or demand or to enforce any right or remedy against any Person, (iii) any act or omission which might in any manner or to any extent under any theory of law or equity vary the risks, rights, obligation, liabilities, opportunities, assets or other attributes of Buyer or its Subsidiaries or any Indemnified Buyer Party or MNST or its Subsidiaries or any Indemnified Seller Party, which may be done without notice to any other Person or (iv) any obligations, debts, amounts or other Liabilities owing to Buyer or any of its Subsidiaries or any Indemnified Buyer Party or MNST or any of its Subsidiaries or any Indemnified Seller Party from MNST or Buyer, as the case may be, or any of their Affiliates for any reason whatsoever, provided however that nothing in Section 9.1(ix) shall in any way alter or impact the operation of any statute of limitation.  Notwithstanding anything contained in this Agreement or in any of the other agreements contemplated by this Agreement to the contrary or anywhere else to the contrary, MNST (on behalf of itself and each of its Subsidiaries, Affiliates and each Seller Indemnified Party) covenants and agrees that claims made pursuant to the agreements in Section 9.1(xiv) (and any schedules and other agreements relating thereto) are intended to be final, complete, unconditional and irrevocable, and there are no defenses, crossclaims, counterclaims or other mitigating factors of any kind or nature (other than (1) the defense that the subject matter of such claim does not fall within the expressed scope of such indemnity provision, (2) in connection with the breach by Buyer of the provisions of Section 9.3, subject to the limitations and rights contained therein, or (3) pursuant to Section 9.6, 9.8 or 9.9).  Buyer and MNST acknowledge and agree that the provisions of this Section 9.10 are essential and material terms of this Agreement.

ARTICLE X

TERMINATION

10.1                        Termination.  Notwithstanding any contrary provision hereof, this Agreement may be terminated by written notice given prior to or at the Closing:

(a)                                  by mutual written consent of Buyer, on the one hand, and MNST, on the other hand;

(b)                                 by Buyer if MNST shall, despite the satisfaction of the conditions to MNST’s and the Company’s obligations to consummate the transactions contemplated hereby (including, without limitation, any mutual conditions stated in Article V), fail or refuse to consummate the transactions contemplated hereby;

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(c)                                  by MNST and the Company if Buyer shall, despite the satisfaction of the conditions to Buyer’s obligation to consummate the transactions contemplated hereby (including, without limitation, any mutual conditions stated in Article V), fails or refuses to consummate the transactions contemplated hereby;

(d)                                 by Buyer, if MNST or the Company shall breach any of their representations, warranties or obligations hereunder and such breach, individually or together with all other such breaches, has caused or constitutes a Material Adverse Effect with respect to the Company or the Business, in each case taken as a whole, and shall not have been cured such that no Material Adverse Effect is continuing or waived and MNST shall not have provided reasonable assurance that such breach shall be cured such that no Material Adverse Effect shall be continuing as of the Closing Date;

(e)                                  by MNST and the Company, if Buyer shall breach any of its representations, warranties or obligations hereunder and such breach, individually or together with all other such breaches, has caused or constitutes a Material Adverse Effect with respect to Buyer and shall not have been cured such that no Material Adverse Effect is continuing or waived and Buyer shall not have provided reasonable assurance that such breach shall be cured such that no Material Adverse Effect shall be continuing as of the Closing Date; and

(f)                                    by either Buyer, on the one hand, or MNST and the Company, on the other hand, if any Governmental Entity takes any action or enacts, promulgates or issues or deems applicable to the transactions contemplated hereby any statute, rule, regulation or order which would make consummation of the transactions contemplated hereby illegal or cause the Company or the Business to suffer a Material Adverse Effect.

10.2                        Effect of Termination.  In the event this Agreement is terminated pursuant to Sections 10.1 (b), (c), (d), (e) or (g), any party not then in breach of this Agreement shall be entitled to pursue, exercise and enforce any and all remedies, rights, powers and privileges available at law or in equity.  In the event this Agreement is terminated pursuant to Sections 10.1 (a) or (f), the parties hereto shall stand fully released and discharged of any and all obligations under this Agreement.  Notwithstanding anything to the contrary contained herein, the obligations of the parties under Sections 5.1, 8.1(a), 11.6 and 11.8 shall survive termination of this Agreement for any reason.

ARTICLE XI

MISCELLANEOUS

11.1                        Notices, Consents, etc.  Any notices, consents or other communication required to be sent or given hereunder by any of the parties shall in every case be in writing and shall be deemed properly served if (a) delivered personally, (b) delivered by registered or

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certified mail, in all such cases with first class postage prepaid, return receipt requested, (c) delivered by courier, at the addresses as set forth below or at such other addresses as may be furnished in writing.  All such notices and communications shall be deemed received upon the actual delivery thereof in accordance with the foregoing.

If to Buyer or the Company after the Closing:

Buyer

c/o  Audax Management Company L.L.C.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇
Attn:  ▇▇▇▇ ▇▇▇▇▇▇▇▇

with a copy to:

▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇            
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:  ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.

If to MNST or the Company before the Closing:

Monster Worldwide, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn:  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

with a copy to:

Monster Worldwide, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn:  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq.

11.2                        Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law by which this Agreement is governed, such invalidity, illegality or unenforceability shall not affect any other provision; provided that such provision shall be construed to give effect to the parties intent of such provision to the maximum extent permitted by applicable law. Without limiting the foregoing, to the extent that Section 9.1, Section 9.2 or Section 9.10 are held to be invalid, illegal or unenforceable in any respect under any applicable law by which this Agreement is governed, the Indemnified Buyer Parties or Indemnified Seller

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Parties, as the case may be, shall be entitled to recover the maximum amount permitted by applicable law to be recovered under Section 9.1 and Section 9.2, respectively.

11.3                        Amendment and Waiver.  This Agreement may not be amended orally.  The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach.  The failure of any party to enforce any provision of this Agreement shall not operate as a waiver by such party of such provision.

11.4                        Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.

11.5                        Expenses.  Except as otherwise provided herein, each party shall be solely responsible for all costs and expenses incurred by it in connection with the negotiation, preparation and performance of and compliance with the terms of this Agreement (with MNST being solely responsible for all costs and expenses incurred by the Companies in connection with the negotiation, preparation and performance of and compliance with the terms of this Agreement); provided, however, that to the extent the transactions contemplated under this Agreement are consummated, immediately following the Closing Buyer’s fees and expenses shall be paid by the Companies following the Closing (but such payment shall not reduce the Payment Amount or otherwise be borne by MNST).

11.6                        Governing Law; Jurisdiction.  This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the laws of the State of Delaware, without giving effect to provisions thereof regarding conflicts of law.  Any party may (if it elects) bring an action in the courts of the State of New York, County of New York, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York, and each of the parties hereto consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein.  Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

11.7                        Headings.  The subject headings of Articles and Sections of this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.

11.8                        Assignment.  This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any party hereto in any manner whatsoever, whether directly or by operation of law or otherwise, without the prior written consent of the other parties hereto; provided, however, that Buyer may, in its sole discretion, assign, in whole or in part, its rights and obligations pursuant to this Agreement to one or more of its Affiliates.  Buyer may also assign all or any portion of this Agreement and the other agreements contemplated hereby (including rights hereunder and thereunder), including its rights to indemnification, to any of its or its Affiliates’ (whether prior to

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or subsequent to the Closing) lenders as collateral security.  After the Closing, Buyer may also assign all or any portion of this Agreement and the other agreements contemplated hereby and its rights and obligations hereunder and thereunder, including its rights to indemnification, in connection with a (i) merger or consolidation involving Buyer or any of its Affiliates, (ii) a sale of stock or assets (including any real estate) of Buyer or any of its Affiliates or (iii) dispositions of the business of the Companies or any part thereof.

11.9                        Definitions.  For purposes of this Agreement, the following terms have the meaning set forth below:

“Affiliate” shall have the meaning ascribed to that term in Rule 405 of the Securities Act of 1933, as amended.

“Affiliated Group” means any Affiliated combined, consolidated or unitary group within the meaning of Section 1504(a) of the Code or any similar group defined under state, local or foreign law.

“Business” means (i) the placement of listings (inclusive of display and in column advertisements) on behalf of clients in online and printed yellow pages and white pages directories which is conducted in the United States, Canada and Japan, (ii) the operation of the Online Relocation Business, (iii) the operation of the Certified Marketing Representative business and (iv) the operation of the Medical Listings Business, except that the “Business” shall exclude the Specified Assets.

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

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

“Confidential Information” means all information (whether or not specifically identified as confidential), in any form or medium, that is disclosed to, or developed or learned by, MNST as a direct owner of membership interests and capital stock of each of the Companies, in the performance of duties for, or on behalf of, the Company or any of the Company Subs or that relates to the business, services or research of the Company or any of the Company Subs or any of their investors, partners, affiliates, strategic alliance participants, officers, directors, employees, stockholder, members or their respective Affiliates, including, without limitation: (i) internal business information (including, without limitation, information relating to strategic plans and practices, business, accounting, financial or marketing plans, practices or programs, training practices and programs, salaries, bonuses, incentive plans and other compensation and benefits information and accounting and business methods); (ii) identities of, individual requirements of, specific contractual arrangements with, and information about, the Company, any of the Company Subs, their Affiliates and their confidential information; (iii) industry research compiled by, or on behalf of the Company or any of the Company Subs, including, without limitation, identities of potential target companies, management teams, and transaction sources identified by, or on behalf of, the Company or any of the Company Subs; (iv) compilations of data and analyses, processes, methods, track and

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performance records, data and data bases relating thereto; and (v) computer software documentation, data and data bases and updates of any of the foregoing, provided, however, “Confidential Information” shall not include any information that MNST can demonstrate has become generally known to the industry other than as a result of the acts or omissions of MNST or any of its Subsidiaries or Affiliates or a person that MNST or any of its Subsidiaries or Affiliates has direct control over to the extent such acts or omissions are not authorized by MNST or any of its Subsidiaries or Affiliates in the performance of such person’s assigned duties for MNST or its Subsidiaries.

“Escrow Amount” means an aggregate of $2,500,000.

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

“GAAP” means United States generally accepted accounting principles.

“Indebtedness” means any of the following Liabilities of any of the Companies (with the exception of TMP Worldwide Co. Ltd., a Japanese corporation to the extent such Indebtedness is reflected as a liability in the determination of Working Capital): (i) indebtedness for borrowed money (including any principal, premium, accrued and unpaid interest, related expenses, prepayment penalties, commitment and other fees, sale or liquidity participation amounts, reimbursements, indemnities and all other amounts payable in connection therewith), (ii) Liabilities evidenced by bonds, debentures, notes, or other similar instruments or debt securities, (iii) Liabilities of either the Company or any Company Sub under or in connection with letters of credit or bankers’ acceptances or similar items, (iv) Liabilities to pay the deferred purchase price of property or services other than those trade payables incurred in the ordinary course of business, (v) all Liabilities arising from cash/book overdrafts, (vi) all Liabilities of the Company under capitalized leases, (vii) all Liabilities of the Company or any Company Sub under conditional sale or other title retention agreements, (viii) all Liabilities of the Company with respect to vendor advances or any other advances made to either the Company or any Company Sub, (ix) all Liabilities of either the Company or any Company Sub arising out of interest rate and currency swap arrangements and any other arrangements designed to provide protection against fluctuations in interest or currency rates, (x) any deferred purchase price Liabilities related to past acquisitions, (xi) all Liabilities and indebtedness required to be identified on Schedule 3.19 (Indebtedness) and Schedule 3.20 (Acceleration of Rights and Benefits), including change of control payments, stay bonuses and similar Liabilities, (xii) all Liabilities of either the Company or any Company Sub arising from any breach of any of the foregoing,  and (xiii) all indebtedness of others guaranteed or secured by any lien or security interest on the assets of either the Company or any Company Sub.

“Initial Adjustment” means $228,000.

“IRS” means the United States Internal Revenue Service.

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“Legal Requirements” means any federal, state, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty.

“Liability”  means any liability, debt, obligation, deficiency, interest, Tax, penalty, fine, claim, demand, judgment, cause of action or other loss (including, without limitation, loss of benefit or relief), cost or expense of any kind or nature whatsoever, whether asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, and whether due or become due and regardless of when asserted.

“Liens” means any liens, claims, mortgages, charges, security interests, pledges or other encumbrances or adverse claims or interests of any nature.

“Material Adverse Effect” is defined in Section 3.1.

“Medical Listings Business” means the business of licensing access to medical certification information carried out by the medical listings business unit of the Company.

“OMS Amount” means $2,500,000.

“Online Relocation Business” means the operation of a web site targeted to users seeking information and resources primarily relating to home relocation, home buying, home financing and insurance.  Without in any way extending the breadth of the foregoing definition, it is understood and agreed that none of ▇▇▇▇▇▇▇▇.▇▇▇, Military Advantage, Inc. or its parent or Affiliates shall be deemed to be involved in the Online Relocation Business solely by virtue of any relocation, mortgage or insurance services, content or information from time to time found or accessible through the ▇▇▇▇▇▇▇▇.▇▇▇ site.

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

“Target Units” is defined in the recitals of this Agreement.

“Taxes” shall mean (A) any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes as well as public imposts, fees and social security charges (including but not limited to health, unemployment and pension insurance) and any other tax of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, together with all interest, penalties and additions imposed with respect to such amounts; (B) liability of the Company for the payment of any amounts of the type described in clause (A) arising as a result of being (or ceasing to be) a member of any Affiliated Group (or being included (or required to be included) in any Tax Return relating thereto); and (C) liability of the Company for the payment of any amounts of the type described in clause (A) as a result of

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any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other person.

“Tax Returns” means returns, reports, information returns or other documents filed or required to be filed in connection with the determination, assessment or collection of any Taxes of any party or the administration of any laws, regulations or administrative requirements relating to any Taxes.

“true and correct” shall mean true and correct in all respects.

Except as set forth on Schedule 11.9, in connection with time periods prior to the Closing Date (including, without limitation, in connection with the representations and warranties contained herein), and in all cases exclusive of the Excluded Items (as defined in the Contribution Agreement), reference to (i) the Company shall include TMP Directional Marketing, LLC, TMP Worldwide Directional Marketing, Inc. and MNST (but only with respect to the Business), (ii) the Company Subs shall include ▇▇▇▇▇▇.▇▇▇, Interface Realty, the Subsidiaries set forth on Schedule A, TMP Worldwide Inc., ▇’▇▇▇▇▇▇ Agency, in2, Inc., Providence Directory Solutions, Inc. and Telephone Directory Advertising, Inc. (but in each case only with respect to the Business) and (iii) the Companies shall include all of the entities set forth in (i) and (ii) hereof (but only with respect to the Business).  It is hereby acknowledged and agreed that the reorganization set forth in Section 6.1(k) shall have been completed prior to the Closing Date.

11.10                 Entire Agreement.  This Agreement, the Disclosure Schedules attached hereto and the documents, schedules and exhibits described herein or attached or delivered pursuant hereto collectively constitute the sole and only agreement among the parties with respect to the subject matter hereof.  Any agreements, representations or documentation respecting the transactions contemplated by this Agreement, and any correspondence, discussions or course of dealing which are not expressly set forth in this Agreement or the documents, schedules and exhibits described herein or attached or delivered pursuant hereto or are null and void, it being understood that no party has relied on any representation not set forth in this Agreement or the documents, schedules and exhibits described herein or attached or delivered pursuant hereto.

11.11                 Third Parties.  Except as expressly set forth in Article VIII or IX of this Agreement, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or entity, other than the parties to this Agreement and their respective permitted successors and assigns, any rights or remedies under or by reason of this Agreement.

11.12                 Interpretative Matters.  Where specific language is used to clarify by example a general statement contained herein (such as by using the word “including”), such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates.  Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, the singular form of nouns, pronouns and verbs shall include the plural and vice versa, “may not” is prohibitive and not permissive, and “or” is not exclusive.  Nothing in any of the schedules hereto shall be deemed adequate to disclose an exception to a representation or warranty made herein

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unless the schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail.  Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself).  The parties hereto intend that each representation, warranty, and covenant contained herein shall have independent significance.  If any party hereto had breached any representation, warranty, or covenant contained herein (or is otherwise entitled to indemnification) in any respect, the fact that there exists another representation, warranty, or covenant (including any indemnification provision) relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached (or is not otherwise entitled to indemnification with respect thereto) shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty, or covenant (or is otherwise entitled to indemnification pursuant to a different provision).

11.13                 No Strict Construction.  The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto.

11.14                 Specific Performance.  Each of the parties acknowledges and agrees that the other parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached.  Accordingly, each of the parties agrees that the other parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter (subject to the provisions set forth in Section 11.6), in addition to any other remedy to which they may be entitled, at law or in equity.

11.15                 Release of the Companies.  Effective upon the Closing, each of the Companies and MNST hereby irrevocably waives, releases and discharges forever the other of MNST and its Affiliates or the Companies, as the case may be, from any and all Liabilities arising prior to the Closing Date and each of the Companies and MNST and its Affiliates hereby covenants and agrees that it will not seek to recover any amounts in connection therewith or thereunder from either of the other of MNST and its Affiliates or the Companies, as the case may be.  Notwithstanding any provision to the contrary herein, none of the Companies nor MNST and its Affiliates waives, releases or discharges the other of MNST and its Affiliates or the Companies, as the case may be, from any Liabilities under the terms and provisions of this Agreement, including but not limited to, any claim for indemnification pursuant to Article IX, or any other agreement or transaction contemplated herein.

11.16                 Default.  The mere lapse of time for performing any obligation or covenant contained herein or in any of the other agreements contemplated hereby shall serve to put the party who is obliged to perform or fulfill such obligation or covenant in default, without any notice or demand being required therefor.

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

Schedules

The Schedules to this Agreement have been omitted. The omitted Schedules consist of: