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Published: 2008-03-26

Merger Agreement - The Publishing Co. of North America Inc. and College Directory Publishing Inc.



                   THE PUBLISHING COMPANY OF NORTH AMERICA, INC.
                                186 P.C.N.A. PARKWAY
                             LAKE HELEN, FL  32744-0280


April 14, 1998


College Directory Publishing, Inc.
1000 Conshohocken Road, 4th Floor
Conshohocken, PA  19428
     Attn:     Mr. Michael Paul,
     Chief Executive Officer


M G Management, Inc.
1070 West Morse Blvd.
Winter Park, FL  32789
Attn:          Mr. Mark Golden, President


Dear Mr. Paul and Mr. Golden:

     The following represents the agreement among The Publishing Company of
North America, Inc. (the 'Company'), College Directory Publishing, Inc. ('CDP')
and M G Management, Inc. (the 'Acquiror') subject to the terms and conditions
set forth below, the Company agrees to cause CDP to merge into the Acquiror:

     1.     THE MERGER.  At the closing (the 'Closing'), CDP shall merge into
            the Acquiror which shall be the surviving corporation and shall
            change its name to College Directory Publishing, Inc.

     2.     MERGER CONSIDERATION.  The merger consideration which shall be paid
            to the Company at Closing shall be $1,400,000 cash (of which
            $1,100,000 shall consist of the repayment of the outstanding
            $1,100,000 loans from the Company to CDP), a $100,000 note (the
            'Note') and $200,000 of convertible preferred stock of the Acquiror
            (the 'Preferred Stock').  The Note shall pay 5% per annum interest,
            require annual interest payments which are due on December 31st of
            each year and shall be due upon the earlier of:  (i) the closing of
            the Acquiror's initial public offering ('IPO'), or (ii) December
            15, 1999.  The Preferred Stock shall have a $200,000 liquidation
            preference which liquidation preference shall be equal to all other
            classes of preferred stock of the Acquiror and shall be convertible
            into a number of shares of the Acquiror's common stock equal to
            $1,000,000 in IPO value (the 'Value').  The Value shall be
            determined based upon the offering price per share of the 

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            Acquiror's common stock in connection with a future IPO (with no
            consideration given to any warrants included in any units).  If CDP
            becomes public as a result of a merger or similar transaction into
            or with a public company (a 'Public Company Merger'), Value shall
            be based upon the first to occur of the following:  (i) the
            offering price of any securities offering by such public company of
            common stock or securities convertible to common stock (with no
            consideration given to any warrants included in any units), or (ii)
            the average closing price of such common stock over the first 30
            trading days.  The Preferred Stock shall automatically be
            convertible upon the Closing of the IPO or at such time following a
            Public Company Merger as the conversion price is fixed.  As part of
            the merger consideration, the Company also shall receive the
            750,000 shares of common stock referred to in Section 8 (below).

     3.     LOCK-UP AGREEMENT.  At or before such time as the Preferred Stock
            is converted to common stock of the Acquiror or a public company,
            the Company and/or any transferee shall execute any lock-up
            agreement requested by the managing underwriter of any IPO or
            offering for the public company as long as all officers and
            directors of the Acquiror enter into similar lock-up agreements. 
            If any such lock-up agreements provide that the consent to future
            transfers shall not be unreasonably withheld and any officers or
            directors of the Acquiror receive such consent to future transfer,
            the Acquiror must notify the Company and/or its transferee and
            release from the lock-up agreement(s) the same number of shares of
            common stock as are being released for such officers and/or
            directors.  

     4.     CLOSING.  The Closing shall occur within 49 days from the date of
            this agreement at the offices of the Company unless any lending
            institution which provides financing through the Acquiror which
            requires that the Closing occurs at its offices in which case the
            Closing shall occur at the offices of the lending institution.

     5.     ADJUSTMENTS AT CLOSING.  

            A.   At the Closing, the Company agrees to pay to Messrs. Michael
                 Paul and John Rafanello an aggregate of approximately $19,500
                 representing 1998 additional consideration as defined in that
                 certain Agreement and Plan of Merger among The Publishing
                 Company of North America, Inc., New College Directory
                 Publishing, Inc. and College Directory Publishing, Inc. dated
                 July 1, 1997 ('the Merger Agreement'), which sum shall be on
                 account of and subject to the settlement of the Directory
                 Printing litigation (as referenced in Sections 6(e)(iii)(D)
                 and 6(f)(i) of the Merger Agreement).  If such settlement is
                 not consummated by the Closing, the Company shall pay to
                 Messrs. Paul and Rafanello any sum due under the Merger
                 Agreement within five business days after CDP presents to the
                 Company a copy of the final court order approving the
                 settlement for which the time to appeal from such order has
                 elapsed.

            B.   At the Closing, the Company shall pay to CDP the sum of the
                 lesser of (i) $51,500, or (ii) one-half of certain state and
                 local taxes paid by CDP on or before April 15, 1998.

     6.     RIGHTS AND RESPONSIBILITIES UNDER OTHER AGREEMENTS.  If the
            transactions contemplated by this Agreement are not consummated,
            then the Merger Agreement shall remain in force and effect and all
            rights, claims and responsibilities of the parties under the Merger
            Agreement shall remain unaffected.

     7.     BINDING AGREEMENT.  This agreement is a binding agreement and not
            subject to any additional agreements.  The only closing contingency
            is the ability of the Acquiror to obtain the $1,400,000 


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            which CDP and the Acquiror shall use their best efforts to obtain. 
            If the Acquiror fails to close the transaction pursuant to this
            agreement within the time frame set forth in Section 4 (above), the
            Company may cancel this agreement by giving written notice to CDP
            and the Acquiror.  The Acquiror represents and warrants that its
            shareholder has approved the terms of the merger and the Company
            represents and warrants that its board of directors has approved
            the terms of the merger.

     8.     ACTIONS PENDING CLOSING.  Prior to the Closing, the Company
            consents to the transfer to the Acquiror of 750,000 shares of its
            common stock currently held by Messrs. Michael Paul, John
            Rafanello, Alan Frank and Lance Rosen.  Such shares shall not be
            otherwise transferrable without the written consent of the Company;
            such consent shall not be unreasonably withheld.

     9.     NO REPRESENTATIONS OR WARRANTIES.  Except for the representations
            and warranties concerning shareholder and board approval set forth
            above, none of the parties to this agreement has made any
            representations or warranties to the other parties.  

     10.    FUTURE ASSURANCES.  In order to consummate the merger, the parties
            to this agreement shall execute such merger certificates and other
            documents and take such steps as may be reasonably necessary in
            order to accomplish the merger.  

     11.    RESTRICTIVE COVENANTS.  For a period of three years following the
            Closing, the Company shall not, directly or indirectly, engage in
            the business of publishing university and college directories.  For
            a period of three years following the Closing, the Acquiror shall
            not, directly or indirectly, engage in the business of publishing
            membership directories for state or local bar associations, or for
            state, county or local medical associations or societies.  The term
            'medical' refers to doctors of medicine and/or osteopathy.  In
            addition, for a period of three years following the Closing, the
            Acquiror shall not, directly or indirectly, publish or solicit the
            publication of any directories for the National Association of Bar
            Executives.

     12.    NO HIRING OF EMPLOYEES.  For a period of two years following the
            Closing, the Company on one hand and the Acquiror on the other hand
            agree not to, directly or indirectly, solicit, hire or retain any
            person currently employed by the other party or employed by the
            other party during the restrictive period or during the six months
            immediately preceding the Closing.  For the purposes of this
            agreement, the reference to employees also includes independent
            contractors who devote substantially all of their time to the
            business of the Company, CDP or the Acquiror.

     13.    EQUITABLE RELIEF.  The Company, CDP and the Acquiror recognize that
            the agreements contained herein concerning non-competition and not
            hiring of employees are special, unique and of extraordinary
            character, and that in the event of a breach by any party of either
            or both of such agreements, the affected party will be entitled to
            institute and prosecute proceedings to obtain equitable relief from
            the American Arbitration Association as set forth in Section 13
            hereof or, if the American Arbitration Association has not adopted
            rules or procedures permitting a panel to issue temporary or
            preliminary injunctive relief, the affected party may bring an
            action in a court of competent jurisdiction to enjoin the breaching
            party(ies) from breaching the foregoing non-compete provisions or
            hiring of any employees.  In such action, the affected party will
            not be required to plead or prove irreparable harm or lack of an
            adequate remedy at law.  Nor shall the affected party be required
            to post any bond.  In the event that the entire merger
            consideration referred to in Item 2 is tendered by the Acquiror
            within 49 days from the date of this agreement and the Company and
            / or CDP fail to close this transaction, the Acquiror shall be
            entitled to institute an action or arbitration proceeding as
            provided by this agreement and shall be entitled to obtain a
            judgement of 

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            specific performance without having to plead or prove irreparable
            harm or lack of an adequate remedy at law.  Nor shall the Acquiror
            be required to post any bond.

     14.    GOVERNING LAW.  This agreement and any dispute, disagreement, or
            issue of construction or interpretation arising hereunder whether
            relating to its execution, its validity, the obligations provided
            herein or performance shall be governed or interpreted according to
            the internal laws of the State of Florida including its laws
            relating to statutes of limitations without regard to choice of law
            considerations.  

     15.    ARBITRATION.  Any controversy, dispute or claim arising out of or
            relating to this agreement, or its interpretation, application,
            implementation, breach or enforcement which the parties are unable
            to resolve by mutual agreement, shall be settled by submission by
            either party of the controversy, claim or dispute to binding
            arbitration before three arbitrators in accordance with the rules
            of the American Arbitration Association then in effect.  In any
            such arbitration proceeding the parties agree to provide all
            discovery deemed necessary by the arbitrators.  The decision and
            award made by the arbitrators shall be final, binding and
            conclusive on all parties hereto for all purposes, and judgment may
            be entered thereon in any court having jurisdiction thereof.

     16.    DISPUTE RESOLUTION.  If the Company initiates an action or
            arbitration proceeding against CDP and / or the Acquiror, the
            jurisdiction of such action or arbitration proceeding shall be in
            Orange County, Florida.  On the other hand, if prior to the
            initiation of an action or arbitration proceeding, CDP or the
            Acquiror initiates an action or arbitration proceeding against the
            Company, the jurisdiction shall be Montgomery County, Pennsylvania. 
            Each of the parties waives any objection it may have to personal
            jurisdiction of the foregoing courts.

     17.    ATTORNEYS' FEES.    In the event that there is any controversy or
            claim arising out of or relating to this agreement, or to the
            interpretation, breach or enforcement thereof, and any action or
            proceeding including an arbitration proceeding is commenced to
            enforce the provisions of this agreement, the prevailing party(ies)
            shall be entitled to an award by the court or arbitrator, as
            appropriate, of reasonable attorneys' fees, costs and expenses
            ('Awards').  In addition to the foregoing, the parties agree that
            i.) if the Company fails to close the transaction contemplated
            hereby, notwithstanding the tender of the entire merger
            consideration referred to in Item 2, CDP and the Acquiror shall be
            entitled to Awards, and  ii.) if CDP fails to close the transaction
            contemplated hereby for any reason other than its failure to obtain
            a $900,000 line of credit under circumstances where it has used its
            best efforts to obtain such line of credit (which best efforts
            includes providing any personal guarantees of Messrs. Michael Paul
            and John Rafanello and their spouses, if any) or the failure of the
            Acquiror to raise $500,000 in financing, the Company and the
            Acquiror shall be entitled to Awards.

     Please execute a copy of this agreement evidencing your consent to be
     bound.

                                   Sincerely,

                                   /s/ Peter S. Balise

                                   Peter S. Balise, President


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     We hereby agree to the contents of the foregoing letter agreement.


                                   COLLEGE DIRECTORY PUBLISHING, INC.


                                   By: /s/ Michael S. Paul
                                      --------------------------------
                                      Michael S. Paul
                                      Chief Executive Officer



                                   M G MANAGEMENT, INC.


                                   By: /s/ Mark I. Golden
                                      --------------------------------
                                      Mark I. Golden, President


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