Stock Purchase Agreement (2004)Full Document 

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                            STOCK PURCHASE AGREEMENT

      STOCK PURCHASE AGREEMENT, dated as of August 24, 2004 (the "Agreement"),
by and among  Modern Holdings Incorporated, a Delaware corporation ("Buyer"),
and  DAG Media, Inc., a New York corporation ("Seller").

                               W I T N E S S E T H

      WHEREAS, Seller is the only stockholder of Blackbook Photography, Inc., a
New York corporation (the "Company");

      WHEREAS, Seller wishes to sell its capital stock in the Company (the
"Stock") to Buyer and Buyer wishes to purchase such stock (the "Acquisition") on
the terms and subject to the conditions set forth herein; and

      WHEREAS, the parties desire to make certain representations and warranties
and other agreements in connection with the Acquisition;

      NOW, THEREFORE, Buyer and Seller hereby agree as follows:

                                    Article 1

      1.1. Certain Matters of Construction. A reference to an Article, Section,
Exhibit or Schedule shall mean an Article of, a Section in, or Exhibit or
Schedule to, this Agreement unless otherwise expressly stated. The titles and
headings herein are for reference purposes only and shall not in any manner
limit the construction of this Agreement which shall be considered as a whole.
The words "include," "includes" and "including" when used herein shall be deemed
in each case to be followed by the words "without limitation."

      1.2. Cross References. The following terms defined elsewhere in this
Agreement in the Sections set forth below shall have the respective meanings
therein defined:

         Term                                       Definition
         ----                                       ----------

         Agreement                                  Preamble
         Acquisition                                Preamble
         Affiliated Group                           Section 3.10
         Buyer                                      Preamble
         Claim Notice                               Section 8.3
         Closing                                    Section 2.3
         Code                                       Section 3.11
         Company                                    Preamble
         Company Balance Sheet                      Section 3.6
         Company Common Stock                       Section 3.2
         Company Contracts                          Section 3.20
         Company Financial Statements               Section 3.6
         Company Proprietary Rights                 Section 3.17


         Damages                                    Section 8.2
         Employee List                              Section 3.12
         Encumbrances                               Section 3.15
         ERISA                                      Section 3.11
         Escrow Agent                               Section 2.2
         Escrow Agreement                           Section 8.6
         Governmental Entity                        Section 3.5
         Indemnification Escrow Amount              Section 2.2
         Indemnified Parties                        Section 8.2
         Liabilities                                Section 3.7
         Objection Notice                           Section 8.3
         Permits                                    Section 3.8
         Pre-Closing Tax Period                     Section 6.12
         Purchase Price                             Section 2.2
         Rubin Escrow Amount                        Section 2.2
         Seller                                     Preamble
         Seller Releasing Parties                   Section 6.11
         Stock                                      Preamble
         Tax or Taxes                               Section 3.10
         Tax Return                                 Section 3.10

      1.3. Certain Definitions. As used herein, the following terms shall have
the following meanings:

            (a) Affiliate: with respect to any Person, any Person which,
directly or indirectly, controls, is controlled by, or is under common control
with, such Person.

            (b) Cause: (i) conviction of or guilty plea to a felony, (ii)
commission of a fraudulent, illegal or dishonest act in the performance of
Executive's duties to the Company, as reasonably determined by the board of
directors of the Company, (iii) willful misconduct or gross negligence in the
performance of Executive's duties to the Company which reasonably could be
expected to be materially injurious to the business or operations of the Company
(monetarily or otherwise), or (iv) failure or refusal to attempt to perform his
duties to the Company if Executive does not cure such failure or refusal within
thirty (30) days after his receipt of written notice from the Company of such
failure (unless such act or omission, by its nature, may not be remedied, in
which case such notice shall not be required).

            (c) Company Leases: each lease, sublease, license or other agreement
under which the Company uses, occupies or has the right to occupy any real
property or interest therein that (i) provides for aggregate future minimum
payments of $2,500 or more (ignoring any right of cancellation or termination)
or (ii) the cancellation or termination of which would have a Company Material
Adverse Effect.

            (d) Company Material Adverse Effect: any change in or effect on the
business of the Company that is or could be expected to be materially adverse to
the business, results of operations or prospects of the Company.

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