Group B

1. Group B The Loan agreement between New Bank and PublisherCo.

2. Introduction part • We are the bank and thus we are the stronger side of the deal. • Our assumption is that publisher co does not worth 10 million $ and so we prefer cash money on PublisherCo's assets . • Our only objective is to get our loan back + the interest. For us PublisherCo is just another customer but since the deal is for 10,000,000 $ we have to think about the risks more carefully and to have more guarantees • Our objective is to be achieved by considering all kinds of options and by being prepared to each and everyone because we know that the interpretation of the contract will be against us if vague since we are the drafters. • The basic idea is to ensure the loan returning by making sure that PublisherCo is bound to us, oldbank, by not allowing them to make any changes or taking any other loans without informing us.

3. 6. Since we know that PublisherCo are thinking of different business strategies to keep the company running, one of the most important things for us is to be prepared for any scenario and to make sure that the debt is valid in any case and that the debt will be "purchased" by any new owner of PublisherCo. • 7. Moreover- we as the main financial creditor of PublisherCo want to have priority on any other creditor in case of bankruptcy or to have the ability to take control of various PublisherCo's assets in case that they are unable to return the loan. • 8. We can afford flexibility to some extent because we know that the returning of the debt is the best option for us and not the option of PublisherCo's bankruptcy, so we can accept certain amount of payments delay or the option of another loan in case that we are convinced that this will reassure us our payments.

4. 1.1 CERTAIN DEFINED TERMS The following terms have the following meanings "Acquisition" means any transaction or series of related transactionsfor the purpose of or resulting, directly or indirectly, in "Affiliate" means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, membership interests, by contract, or otherwise."Borrowing" means a borrowing hereunder consisting of Loans of the same Type made to the Borrower on the same day by the Lenders under Article II, and, other than in the case of Base Rate Loans, having the same Interest Period. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close."Collateral" means all property and interests in property and proceeds thereof now owned or hereafter acquired by the Borrower and its Subsidiaries in or upon which a Lien now or hereafter exists in favor of the Lenders, whether under this Agreement or under any other documents executed by any such Person and delivered to the Bank or the Lenders.

5. REPAYMENT The Borrower shall repay the Loans in full, together with all accrued and unpaid interest thereon, on the Maturity Date.3. PAYMENT OF OBLIGATIONS The Borrower shall, and shall cause each Subsidiary to, pay and discharge as the same shall become due and payable, all their respectiveobligations and liabilities, including: (a) all tax liabilities, assessments and governmental charges orlevies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings and adequate reserves are being maintained by the Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness

6. 4. PAYMENTS BY THE BORROWERAll payments to be made by the Borrower shall be made without set-off, recumbent or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Bank, and shall be made in dollars and in immediately available funds, no later than 2:00 p.m. (New York City time) on the date specified herein. Any payment received by the Bank later than 2:00 p.m. (New York City time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue.

7. LIMITATION ON LIENS .5 The Borrower shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following : (a) any Lien ,other than a Lien on the Collateral, existing on property of the Borrower or any Subsidiary on the Closing Date and set forth in this agreement (section___) securing Indebtedness outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section ___, provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanic's, landlord's, repairmen's or other similar Liens arising in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;

8. (e) Liens consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens (other than Liens on the Collateral) on the property of the Borrower or its Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens (other than Liens on the Collateral) consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Borrower and its Subsidiaries do not exceed $2,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Borrower and its Subsidiaries;

9. (i) Liens on assets of corporations which become Subsidiaries after the date of this Agreement, provided, however, that such Liens existed at the time the respective corporations became Subsidiaries and were not created in anticipation thereof; (j) Liens on assets acquired in an Acquisition, which Liens existed prior to the completion of the Acquisition and were not created in contemplation thereof; (k) purchase money security interests on any property (together with proceeds, but not products, thereof) acquired or held by the Borrower or its Subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that(i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof,(ii) such Lien attaches solely to the property so acquired in such transaction,

10. (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property, and (iv) the annual amortization of the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed, together with, without duplication, the annual lease payments in respect of Indebtedness permitted under Section ___ as required to be stated in its cash flow statements is, $5,000,000; (l) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder;

11. 6. DISPOSITION OF ASSETSThe Borrower shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business; and (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied, consistent with Section 2.6, to the purchase price of such replacement equipment; and (c) dispositions not otherwise permitted hereunder which are made for fair market value; provided, that(i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition,(ii) the aggregate sales price from such disposition shall be paid in cash,(iii) Net Proceeds thereof are applied as set forth in Section 2.6 hereof. Promptly upon the request of the Borrower, the Bank shall take all actions, at the cost and expense of the Borrower, necessary to release its security interest in assets that are disposed of in compliance with this Agreement.

12. 7. LOANS AND INVESTMENTSThe Borrower shall not purchase or acquire, or suffer or permit any Subsidiary to purchase or acquire, or make any commitment therefore, any capital stock, equity interest, or any obligations or other securities of, or any interest in, any Person, or make or commit to make any Acquisitions, or make or commit to make any other Investment in, any Person including any Affiliate of the Borrower, except for: (a) Investments in Cash Equivalents; (b) extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business; (c) extensions of credit by the Borrower to any of its employees in an individual amount for each employee not to exceed $250,000 at any one time outstanding, in an aggregate amount for all such extensions of credit not to exceed $1,000,000 at any one time outstanding, and in all cases having maturity no longer than eighteen (18) months; and (d) Investments in connection with Acquisitions and Special Investments to the extent the same are permitted under Section __ and, if both before and after giving effect thereto, no Default or Event of Default exists would result there from;

13. 8. LIMITATION ON INDEBTEDNESS The Borrower shall not, and shall not suffer or permit any Subsidiary to, create, incur, assume, suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (a) Indebtedness incurred pursuant to this Agreement; (b) Indebtedness consisting of Contingent Obligations permittedAs declared on this agreement. (c) Indebtedness existing on the Closing Date and of the agreement (d) Indebtedness consisting of Subordinated Debt incurred afterthe Closing Date; (e) Indebtedness of a Subsidiary which was the subject of anAcquisition permitted hereunder provided that such Indebtedness existed at thetime of such Acquisition and was not incurred in contemplation thereof; (f) Indebtedness consisting of extensions of credit permitted(under Sections.

14. TRANSACTIONS WITH AFFILIATES.9 The Borrower shall not, and shall not suffer or permit any Subsidiary to, enter into any transaction with any Affiliate of the Borrower, except upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than would obtain in a comparable arm's-length transaction with a Person not an Affiliate of the Borrower or such Subsidiary; provided, that, such transactions shall be permitted with respect to Wholly-Owned Subsidiaries so long as either individually or in the aggregate such transactions could not reasonably be expected to result in a Material Adverse Effect; provided, further, that such transactions shall be permitted with respect to Subsidiaries (other than Wholly-Owned Subsidiaries) so long as the aggregate value of all such transactions does not exceed $2,000,000

15. 10. RESTRICTED PAYMENTS The Borrower shall not, and shall not suffer or permit any Subsidiary to, declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of its capital stock, or purchase, redeem or otherwise acquire forvalue any shares of its capital stock or any warrants, rights or options to acquire such shares, now or hereafter outstanding; except that (a) the Borrower may declare and make dividend payments, stock splits, or other distributions payable solely in its common stock, (b) the Borrower may purchase or redeem stock of the Borrower from former employees who acquired the stock pursuant to an option plan of the Borrower but with respect to which the former employee's rights to such stock are not vested, (c) Subsidiaries of the Borrower which are organized as limited liability companies or as limited partnerships may, if no Default or Event of Default then exists or would result therefrom, declare andmake the minimum amount of annual dividends and distributions necessary in order for the partners or members thereof, as the case may be, to satisfy the tax liability accruing to such partners or members, in respect of the net income of such Subsidiary and

16. (d) in addition to the foregoing, the Borrower and its Subsidiaries may declare and pay dividends and distributions, and to consummate purchases and redemptions, in an aggregate annual amount not to exceed $1,000,000 provided that no Default or Event of Default exists or would result therefrom.

17. CHANGE IN BUSINESS.10 The Borrower shall not, and shall not suffer or permit any Subsidiary to, engage in any material line of business substantially different from lines of business primarily relating to sales and distribution of goods and services over the Internet and similar electronic media; it being understood thatSubsidiaries may engage in material lines of business with respect to goods and services ancillary or substantially related to the foregoing.11. FINANCIAL COVENANTSMinimum Cash Balance. The Borrower shall maintain at all times a minimum balance of readily available unencumbered cash and Cash Equivalents on deposit in deposit or similar accounts at least equal to the Required Cash Balance.