{"id":43080,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-interactive-imaginations-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-interactive-imaginations-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-interactive-imaginations-inc.html","title":{"rendered":"Agreement and Plan of Merger &#8211; Interactive Imaginations Inc., Petry Interactive Inc. and Advercomm Inc."},"content":{"rendered":"<pre>    ------------------------------------------------------------------------\n\n\n\n                          AGREEMENT AND PLAN OF MERGER\n\n\n                                      Among\n\n\n                         INTERACTIVE IMAGINATIONS, INC.,\n\n                             24\/7 ACQUISITION CORP.,\n\n                             PETRY INTERACTIVE, INC.\n\n                                       and\n\n                                 ADVERCOMM, INC.\n\n                          Dated as of February 2, 1998\n\n\n    ------------------------------------------------------------------------\n\n\n\n\n                                TABLE OF CONTENTS\n\n\nSection                                                             Page\n\nARTICLE I THE MERGER.........................................................  1\n   SECTION 1.1.    The Merger................................................  1\n   SECTION 1.2.    Effective Time............................................  1\n   SECTION 1.3.    Effect of the Merger......................................  2\n   SECTION 1.4.    Certificate of Incorporation; By-Laws.....................  2\n   SECTION 1.5.    Directors and Officers....................................  2\n   SECTION 1.6.    Conversion of Securities..................................  2\n   SECTION 1.7.    Surrender and Payment.....................................  3\n   SECTION 1.8.    Options and Restricted Shares.............................  3\n   SECTION 1.9.    Closing...................................................  3\n                                                                               \nARTICLE II REPRESENTATIONS AND WARRANTIES OF                                   \n   INTERACTIVE AND THE SUBSIDIARY    ........................................  4\n   SECTION 2.1.    Corporate Organization, Good Standing and Qualification...  4\n   SECTION 2.2.    Capitalization............................................  4\n   SECTION 2.3     Authority; Execution and Delivery; Requisite Consents,\n                   Nonviolation.............................................   5\n   SECTION 2.4     Subsidiaries.............................................   6\n   SECTION 2.5     Financial Information....................................   6\n   SECTION 2.6     Certain Changes or Events................................   7\n   SECTION 2.7     Title to Assets..........................................   7\n   SECTION 2.8     Contracts................................................   8\n   SECTION 2.9     Intellectual Property....................................   9\n   SECTION 2.10    Insurance................................................  10\n   SECTION 2.11    Labor Union Activities; Employee Relations...............  10\n   SECTION 2.12    ERISA....................................................  11\n   SECTION 2.13    Litigation...............................................  11\n   SECTION 2.14    Compliance with Laws; Permits............................  11\n   SECTION 2.15    Taxes....................................................  12\n   SECTION 2.16    Books and Records........................................  12\n   SECTION 2.17    Environmental Matters....................................  12\n   SECTION 2.18    Transactions with Affiliates.............................  13\n   SECTION 2.19    Registration Rights......................................  13\n   SECTION 2.20    No Brokers or Finders....................................  13\n   SECTION 2.21    Investment Company Act...................................  13\n   SECTION 2.22    Disclosure...............................................  13\n   SECTION 2.23    Public Announcements.....................................  14\n   SECTION 2.24.   Board Recommendation.....................................  14\n   SECTION 2.25.   Certificate of Incorporation and By-Laws.................  14\n                                                                            \nARTICLE III REPRESENTATIONS AND WARRANTIES OF PETRY.........................  14\n   SECTION 3.1.    Corporate Organization, Good Standing and Qualification..  14\n   SECTION 3.2     Capitalization...........................................  14\n   SECTION 3.3.    Authority; Execution and Delivery; Requisite Consents,\n                   Nonviolation.............................................  15\n   SECTION 3.4     Subsidiaries.............................................  16\n\n\n                                   i\n\n\n\n   SECTION 3.5.    Financial Information....................................  16\n   SECTION 3.6.    Certain Changes or Events................................  16\n   SECTION 3.7     Title to Assets..........................................  17\n   SECTION 3.8.    Contracts................................................  17\n   SECTION 3.11.   Labor Union Activities; Employee Relations...............  19\n   SECTION 3.12.   ERISA....................................................  20\n   SECTION 3.13    Litigation...............................................  20\n   SECTION 3.14    Compliance with Laws; Permits............................  20\n   SECTION 3.15.   Taxes....................................................  20\n   SECTION 3.16.   Books and Records........................................  21\n   SECTION 3.17.   Environmental Matters....................................  21\n   SECTION 3.18.   Transactions with Affiliates.............................  21\n   SECTION 3.19.   Registration Rights......................................  21\n   SECTION 3.20.   No Brokers or Finders....................................  21\n   SECTION 3.21.   Investment Company Act...................................  22\n   SECTION 3.22    Disclosure...............................................  22\n   SECTION 3.23    Public Announcements.....................................  22\n   SECTION 3.24.   Board and Stockholders Recommendation....................  22\n   SECTION 3.25.   Certificate of Incorporation and By-Laws.................  22\n                                                                              \nARTICLE IV REPRESENTATIONS AND WARRANTIES OF ADVERCOMM......................  22\n   SECTION 4.1.    Corporate Organization, Good Standing and Qualification..  23\n   SECTION 4.2     Capitalization...........................................  23\n   SECTION 4.3.    Authority; Execution and Delivery; Requisite Consents,\n                   Nonviolation.............................................  23\n   SECTION 4.4     Subsidiaries.............................................  24\n   SECTION 4.5.    Financial Information....................................  24\n   SECTION 4.6.    Certain Changes or Events................................  25\n   SECTION 4.7     Title to Assets..........................................  25\n   SECTION 4.8.    Contracts................................................  26\n   SECTION 4.9.    Intellectual Property....................................  27\n   SECTION 4.11.   Labor Union Activities; Employee Relations...............  28\n   SECTION 4.12.   ERISA....................................................  28\n   SECTION 4.13    Litigation...............................................  28\n   SECTION 4.14    Compliance with Laws; Permits............................  28\n   SECTION 4.15.   Taxes....................................................  29\n   SECTION 4.16.   Books and Records........................................  29\n   SECTION 4.17.   Environmental Matters....................................  29\n   SECTION 4.18.   Transactions with Affiliates.............................  30\n   SECTION 4.19.   Registration Rights......................................  30\n   SECTION 4.20.   No Brokers or Finders....................................  30\n   SECTION 4.21.   Investment Company Act...................................  30\n   SECTION 4.22    Disclosure...............................................  30\n   SECTION 4.23    Public Announcements.....................................  30\n   SECTION 4.24.   Board and Stockholders Recommendation....................  31\n   SECTION 4.25.   Certificate of Incorporation and By-Laws.................  31\n                                                                              \nARTICLE V COVENANTS OF THE PARTIES..........................................  31\n   SECTION 5.1     Conduct of Business by the Parties Pending the Merger....  31\n   SECTION 5.2     No Solicitation of Transactions..........................  33\n   SECTION 5.3     Option Plans, Convertible Debt, Options, and Warrants....  34\n\n\n                                   ii\n\n\n\n   SECTION 5.4     Consents and Approvals...................................  34\n   SECTION 5.5     Directors' and Officers' Indemnification.................  34\n   SECTION 5.6     Reincorporation in Delaware..............................  34\n   SECTION 5.7     Approval of Shareholders.................................  34\n                                                                              \nARTICLE VI ADDITIONAL AGREEMENTS OF THE PARTIES.............................  35\n   SECTION 6.1     Access to Information; Confidentiality...................  35\n   SECTION 6.2     Notification of Certain Matters..........................  35\n   SECTION 6.3     Further Action...........................................  35\n   SECTION 6.4     Public Announcements.....................................  36\n   SECTION 6.5     Government Compliance....................................  36\n                                                                              \nARTICLE VII CONDITIONS OF THE MERGER........................................  36\n   SECTION 7.1     Conditions to Obligations of Each Party to                 \n                   Effect the Merger........................................  36\n                                                                              \nARTICLE VIII TERMINATION, AMENDMENT, AND WAIVER.............................  38\n   SECTION 8.1     Termination..............................................  38\n   SECTION 8.2     Effect of Termination....................................  39\n   SECTION 8.3     Fees and Expenses........................................  39\n   SECTION 8.4     Amendment................................................  39\n   SECTION 8.5     Waiver...................................................  40\n                                                                              \nARTICLE IX GENERAL PROVISIONS...............................................  40\n   SECTION 9.1     Survival of Representations, Warranties, and Agreements..  40\n   SECTION 9.2     Notices..................................................  40\n   SECTION 9.3     Headings.................................................  41\n   SECTION 9.4     Entire Agreement.........................................  41\n   SECTION 9.5     Parties in Interest; Assignment..........................  41\n   SECTION 9.6     Governing Law............................................  42\n   SECTION 9.7     Counterparts.............................................  42\n   SECTION 9.8     Severability.............................................  42\n   SECTION 9.9     Specific Performance.....................................  42\n\n\n                                  iii\n\n\n\n                          AGREEMENT AND PLAN OF MERGER\n\n\n         AGREEMENT AND PLAN OF MERGER, dated as of February 2, 1998 (this\n\"Agreement\"), among Interactive Imaginations, Inc., a New York corporation\n(\"Interactive\"), 24\/7 Acquisition Corp., a Delaware corporation and a\nwholly-owned subsidiary of Interactive (the \"Subsidiary\"), Petry Interactive,\nInc., a Delaware corporation (\"Petry\") and Advercomm, Inc. (\"Advercomm\"), a\nDelaware corporation (each, a \"Party,\" and collectively, the \"Parties\").\n\n         WHEREAS, the Boards of Directors of Interactive, the Subsidiary, Petry\nand Advercomm have each approved the merger (the \"Merger\") of Petry and\nAdvercomm with and into the Subsidiary, in accordance with the General\nCorporation Law of the State of Delaware (\"Delaware Law\") and upon the terms and\nsubject to the conditions set forth herein; and\n\n         WHEREAS, for federal income tax purposes, it is intended that the\nMerger, as defined herein, shall qualify as a reorganization within the meaning\nof Section 368(c) of the Internal Revenue Code of 1986, as amended (the \"Code\");\n\n         NOW, THEREFORE, in consideration of the foregoing and the mutual\ncovenants and agreements herein contained, and intending to be legally bound\nhereby, Interactive, the Subsidiary, Petry and Advercomm hereby agree as\nfollows:\n\n                                   ARTICLE I\n\n         SECTION 1.1.   The Merger\n\n         At the Effective Time (as defined in Section 1.2) and subject to and\nupon the terms and conditions of this Agreement and Delaware Law, each of Petry\nand Advercomm shall be merged with and into the Subsidiary, the separate\ncorporate existence of each of Petry and Advercomm shall cease, and the\nSubsidiary shall continue as the surviving corporation. The Subsidiary as the\nsurviving corporation after the Merger is hereinafter sometimes referred to as\nthe \"Surviving Corporation.\"\n\n         SECTION 1.2.   Effective Time\n\n         As promptly as practicable after the satisfaction or waiver of the\nconditions set forth in Article VII and after the Closing referred to in Section\n1.8, the parties hereto shall cause the Merger to be consummated by delivering a\nCertificate of Merger (the \"Certificate of Merger\") to the Secretary of State of\nthe State of Delaware, in such form as required by, and executed in accordance\nwith the relevant provisions of, Delaware Law, for filing by the Secretary of\nState (the time of such filing being the \"Effective Time\").\n\n                                       1\n\n\n         SECTION 1.3. Effect of the Merger\n\n         At the Effective Time, the effect of the Merger shall be as provided in\nthe applicable provisions of Delaware Law. Without limiting the generality of\nthe foregoing, and subject thereto, at the Effective Time all the rights,\nprivileges, powers, franchises, and property of Petry, Advercomm and the\nSubsidiary shall vest in the Surviving Corporation, and all restrictions,\ndisabilities, duties, debts, and liabilities of Petry, Advercomm and the\nSubsidiary shall become the restrictions, disabilities, duties, debts, and\nliabilities of the Surviving Corporation.\n\n         SECTION 1.4. Certificate of Incorporation; By-Laws\n\n         At the Effective Time, the Certificate of Incorporation and By-Laws of\nthe Subsidiary shall be the Certificate of Incorporation and By-Laws of the\nSurviving Corporation until thereafter amended, except that, effective as of the\nEffective Time, such Certificate of Incorporation will be amended in order to\nchange the name of the Surviving Corporation to \"24\/7 Media, Inc.\"\n\n         SECTION 1.5. Directors and Officers\n\n         The directors of the Subsidiary immediately prior to the Effective Time\nshall be the directors of the Surviving Corporation and the officers of the\nSubsidiary immediately prior to the Effective Time shall be the officers of the\nSurviving Corporation, in each case until their respective successors are duly\nelected or appointed and qualified. The persons set forth on Schedule I.A.\nhereto shall become directors of Interactive at the Effective Time. The persons\nset forth on Schedule I.B. shall become the officers of Interactive at the\nEffective Time.\n\n         SECTION 1.6. Conversion of Securities\n\n         At the Effective Time, by virtue of the Merger and without any action\non the part of the Subsidiary, Petry or Advercomm, or the holders of any of the\nfollowing securities:\n\n         (a) each share of common stock, par value $.01 per share, of Petry\n(\"Petry Common Stock\") then issued and outstanding shall be canceled and\nconverted into and become the right to receive 83,954.95 shares of Common Stock,\npar value $.01 per share (\"Interactive Common Stock\"), of Interactive (an\naggregate of 10,494,366 shares of Interactive Common Stock) (the \"Petry Merger\nConsideration\");\n\n         (b) each share of common stock, par value $.01 per share, of Advercomm\n(\"Advercomm Common Stock\") then issued and outstanding shall be canceled and\nconverted into and become the right to receive 1,049.44 shares of Interactive\nCommon Stock (an aggregate of 6,821,335 shares of Interactive Common Stock) (the\n\"Advercomm Merger Consideration\"); and\n\n         (c) each share of common stock, par value $.01 per share, of the\nSubsidiary issued and outstanding immediately prior to the Effective Time shall\nbe converted into and thereupon and thereafter shall represent one validly\nissued, fully paid, and nonassessable share of common stock, par value $.01 per\nshare, of the Surviving Corporation.\n\n                                       2\n\n\n         SECTION 1.7. Surrender and Payment\n\n         (a) Each holder of shares of common stock of Petry or Advercomm that\nhave been converted into a right to receive the Petry Merger Consideration or\nAdvercomm Merger Consideration, respectively, upon surrender at Closing of a\ncertificate or certificates representing such shares of Petry Common Stock or\nAdvercomm Common Stock, together with properly executed stock powers and stock\ntransfer stamps covering such shares of Petry Common Stock or Advercomm Common\nStock, will be entitled to receive the Petry or Advercomm Merger Consideration\npayable in respect of such shares, which Petry or Advercomm Merger Consideration\nshall be delivered at Closing.\n\n         (b) After the Effective Time, there shall be no further registration or\ntransfers of shares of Petry Common Stock or Advercomm Common Stock outstanding\nprior to the Effective Time. All certificates representing shares of Petry\nCommon Stock or Advercomm Common Stock outstanding prior to the Effective Time\nshall be presented to the Surviving Corporation at the Closing and shall be\ncancelled and exchanged for the Petry Merger Consideration or Advercomm Merger\nConsideration provided for, and in accordance with the procedures set forth, in\nthis Agreement.\n\n         (c) No fractional shares of Interactive Common Stock shall be issued\nupon conversion of Petry Common Stock or Advercomm Common Stock into Interactive\nCommon Stock. In lieu of any fractional share of Interactive Common Stock to\nwhich the holder of Petry Common Stock or Advercomm Common Stock would otherwise\nbe entitled, Interactive shall round down to the nearest whole share of\nInteractive Common Stock.\n\n         SECTION 1.8. Closing.\n\n         The closing of the transactions contemplated by this Agreement (the\n\"Closing\") shall take place at the offices of Proskauer Rose LLP, 1585 Broadway,\nNew York, New York, at 8:30 a.m., local time, on the day on which the conditions\nset forth in Article VII hereof are satisfied or waived, or at such other place\nand time and on such other date as Interactive, the Subsidiary, Petry and\nAdvercomm shall agree (the \"Closing Date\").\n\n         SECTION 1.9. Related Agreements. Prior to, or simultaneously with, the\nClosing, the following agreements (the \"Related Agreements\") shall be executed\nand delivered by the parties:\n\n         (a) Employment Agreements, substantially in the form attached hereto as\nExhibit A, between Interactive and each of the executives listed on Schedule\nI.B. attached hereto;\n\n         (b) A Termination\/Separation Agreement, substantially in the form\nattached hereto as Exhibit B, between Interactive and Michael Paolucci;\n\n         (c) A Consulting Agreement, substantially in the form attached hereto\nas Exhibit C, between Interactive and Neterprises, Inc.;\n\n         (d) A Letter Agreement, substantially in the form attached hereto as\nExhibit D, between Petry and Petry Media Corporation (\"PMC\"), setting forth the\nunderstanding and agreement of Petry and PMC with respect to the treatment and\nrepayment of certain payments by Petry to PMC pursuant to Sections 5.4 and 5.6\nof that certain Stock\n\n                                       3\n\n\nPurchase Agreement, dated as of September 29, 1997, between PMC and Interactive\nHoldings, LLC.\n\n                                   ARTICLE II\n\n                        REPRESENTATIONS AND WARRANTIES OF\n                         INTERACTIVE AND THE SUBSIDIARY\n\n         Interactive and the Subsidiary hereby jointly and severally represent\nand warrant to Petry and Advercomm that, except as set forth on the Schedule of\nExceptions attached hereto as Schedule II, specifically identifying the relevant\nsubsection hereof, which exceptions shall be deemed to be representations and\nwarranties as if made hereunder:\n\n         SECTION 2.1. Corporate Organization, Good Standing and Qualification\n\n         Interactive is a corporation duly organized, validly existing and in\ngood standing under the laws of the State of New York. The Subsidiary is a\ncorporation duly organized, validly existing and in good standing under the laws\nof the State of Delaware. Interactive and the Subsidiary each have all requisite\npower and authority to carry on its business as now conducted and as proposed to\nbe conducted. The Subsidiary is a newly formed corporation which has not engaged\nin any business other than in connection with its organization and the\ntransactions contemplated by this Agreement. Interactive and the Subsidiary each\nis duly qualified to transact business and in good standing in each jurisdiction\nin which the failure so to qualify could have a Material Adverse Effect on its\nbusiness, properties, results of operations, earnings, assets, liabilities,\ncondition (financial or otherwise) or prospects (collectively, \"Condition\").\n\n         The term \"Material Adverse Effect,\" as used in this Agreement with\nrespect to any Party, means any change or effect that is materially adverse to\nthe Condition of such Party.\n\n         SECTION 2.2. Capitalization\n\n         Without giving effect to the transactions contemplated by this\nAgreement, the Stock Purchase Agreement, the Shareholders' Agreement, and the\nRegistration Rights Agreement, each as hereinafter defined, the capital stock of\nInteractive, as authorized by its Certificate of Incorporation, consists of: (i)\n30,000,000 shares of Common Stock, of which 4,595,047 shares are issued and\noutstanding, 1,142,642 shares are reserved for issuance to key employees,\nofficers and directors of, and consultants to, Interactive under stock\nincentives that have been granted or are available for grant by Interactive\n(collectively, the \"Stock Incentives\"), 3,243,585 shares are reserved for\nissuance pursuant to convertible debt securities of Interactive; 2,171,633\nshares are reserved for issuance pursuant to issued and outstanding Series A\nStock (as hereinafter defined), 484,104 shares are reserved for issuance\npursuant to warrants to purchase common stock of Interactive, and no other\nshares are reserved for any purpose; (ii) 2,000,000 shares of preferred stock,\nof which 500,000 shares have been designated as Series A Convertible Preferred\nStock (the \"Series A Stock\"), 158,144 of which are outstanding. The rights,\nprivileges and preferences of the Common Stock and Series A Stock are as stated\nin the Certificate of Incorporation. Neither this Agreement nor the transactions\ncontemplated thereby will cause any anti-dilution adjustment or accelerated\nvesting of any options. Assuming receipt by Interactive of the consents,\n\n                                       4\n\n\napprovals and agreements contemplated by Section 5.3 herein as of the Closing,\nInteractive will have 10,494,369 shares of Common Stock outstanding, and except\nfor the Stock Incentives specified above and 2,500,000 Warrants to be issued in\nconnection with the Termination Agreement contemplated by Section 1.9(b) above,\nwill not (i) have outstanding any capital stock or other securities convertible\ninto or exchangeable for any shares of its capital stock and no person will have\nany right to subscribe for or to purchase (including conversion or preemptive\nrights), or any options for the purchase of, or any agreements providing for the\nissuance (contingent or otherwise) of, any calls, commitments or other claims of\nany character relating to, any capital stock or any stock or securities\nconvertible into or exchangeable for any capital stock of Interactive; (ii) have\nany capital stock, equity interests or other securities reserved for issuance\nfor any purpose; or (iii) be subject to any obligation (contingent or otherwise)\nto repurchase or otherwise acquire or retire any shares of its capital stock or\nany convertible securities, rights or options of the type described in the\npreceding clause (i). All of the issued and outstanding shares of Common Stock\nhave been duly and validly issued and, subject to Section 630 of the New York\nBusiness Corporation Law, are fully paid and nonassessable. To the best\nknowledge of Interactive, there are no agreements among Interactive's\nshareholders with respect to the voting or transfer of Interactive's capital\nstock. Part 2.2 of Schedule II includes a complete and correct list of the name\nof each of Interactive's shareholders and the number of shares of capital stock\n(and class or series) owned by such shareholder, the name of each holder of an\noutstanding stock option and\/or warrant and the number of options and\/or\nwarrants to purchase capital stock owned by such holder and the exercise price\nat which such option(s) or warrants may be exercised, and the name of each\nholder of convertible debt securities of Interactive, the face amount of such\nsecurities, and the number of shares of Interactive Common Stock issuable upon\nconversion of such debt securities. The authorized capital stock of the\nSubsidiary consists of 1,000 shares of common stock, of which 100 are\noutstanding as of the date hereof. Interactive owns all of the issued and\noutstanding shares of the Subsidiary.\n\n         SECTION 2.3 Authority; Execution and Delivery; Requisite Consents,\nNonviolation\n\n         Interactive and the Subsidiary have, and as of the Closing will have,\nall requisite power and authority to execute, deliver and perform this Agreement\nand each other document or instrument executed by them, or any of their\nofficers, in connection herewith or pursuant hereto (this Agreement, together\nwith all of the foregoing documents and instruments, are sometimes collectively\nreferred to herein as the \"Interactive Documents\"), and to consummate the\ntransactions contemplated hereby. The execution, delivery and performance of\nthis Agreement and the other Interactive Documents and the consummation of the\ntransactions contemplated hereby and thereby have been duly and validly\nauthorized by all necessary action on the part of Interactive and the\nSubsidiary. This Agreement and each of the other Interactive Documents that has\nbeen executed as of the date hereof is, and each of the Interactive Documents\nwill be as of the Closing, duly executed and delivered by Interactive and the\nSubsidiary, and constitute the legal, valid and binding obligation of\nInteractive and the Subsidiary, enforceable against Interactive and the\nSubsidiary in accordance with its terms, except as the enforceability thereof\nmay be limited by bankruptcy, insolvency or other similar laws affecting the\nenforceability of creditors' rights in general or by general principles of\nequity. The execution, delivery and performance of this Agreement and the other\nInteractive Documents, and the consummation by Interactive and the Subsidiary of\nthe transactions contemplated hereby and thereby will not (a) require the\nconsent, license, permit, waiver, approval, authorization or other action of, by\nor with respect to, or registration, declaration or filing with, any court or\ngovernmental authority,\n\n                                       5\n\n\ndepartment, commission, board, arbitrator, bureau, agency or instrumentality,\ndomestic or foreign (\"Governmental Authority\") or any other individual,\npartnership, corporation, unincorporated organization or association, limited\nliability company, trust or other entity (collectively, a \"Person\"); (b) violate\nor conflict with any provision of the Certificate of Incorporation or of the\nBy-Laws of Interactive or the Subsidiary as in effect immediately prior to the\nexecution and delivery of this Agreement; or (c) constitute a default under\n(with or without notice or lapse of time or both), violate or conflict with,\ngive rise to a right of termination, cancellation, acceleration or modification\nunder or result in a loss of a material benefit under, any Law (as defined in\nSection 2.14 below), Interactive Scheduled Contract (as defined in Section 2.8\nbelow), rights relating to Intellectual Property (as defined in Section 2.9\nbelow), Permit (as defined in Section 2.14 below) or Order (as defined in\nSection 2.13 below) to which Interactive or the Subsidiary is a party or by\nwhich Interactive, the Subsidiary, or their properties are bound.\n\n         SECTION 2.4 Subsidiaries\n\n         Interactive does not, and prior to the Closing will not, own or\ncontrol, directly or indirectly, any partnership interests, stock or other\nequity interests in any partnership, corporation or other entity or any voting\nrights or right to control the policies and direction of any partnership,\ncorporation or other entity, other than the Subsidiary. The Subsidiary does not,\nand prior to the Closing will not, own or control, directly or indirectly, any\npartnership interests, stock or other equity interests in any partnership,\ncorporation or other entity or any voting rights or right to control the\npolicies and direction of any partnership, corporation or other entity.\n\n         SECTION 2.5 Fiancial Information\n\n         Interactive has previously delivered to Petry and Advercomm its\nhistorical audited balance sheets as at December 31, 1996, and the historical\naudited statements of income, shareholders' equity and cash flows for the year\nthen ended (collectively, the \"Financial Statements\"). Such Financial Statements\nhave been prepared from the books and records of Interactive and present fairly\nthe financial position and the results of operations and cash flows of\nInteractive as at and for the periods indicated, in each case in conformity with\ngenerally accepted accounting principles (\"GAAP\") consistently applied (except\nas described in such statements or the notes thereto).\n\n         Interactive has previously delivered to Petry and Advercomm an\nhistorical unaudited balance sheet of Interactive as at September 30, 1997 and\nan historical unaudited statement of income, shareholders' equity and cash flows\nfor the nine-month period then ended (the \"Interim Financial Statements\"). Such\nInterim Financial Statements have been prepared from the books and records of\nInteractive and, subject to customary year or period end adjustments and\naccruals and the absence of notes thereto, present fairly the financial position\nand the results of operations of Interactive as at and for the period indicated,\nin each case in conformity with GAAP (except as previously noted) consistently\napplied.\n\n         Except as disclosed in the Financial Statements or Interim Financial\nStatements, Interactive has no material liabilities or obligations, absolute or\ncontingent, except (i) obligations and liabilities incurred in the ordinary\ncourse of business, consistent with past practice, since the date of the Interim\nFinancial Statements, and (ii) obligations which are not required to be\nreflected in the Financial Statements or such Interim Financial Statements and\nwhich would not be required under GAAP to be included in the notes to such\nFinancial\n\n                                       6\n\n\nStatements, which individually or in the aggregate are not material to the\nfinancial condition or operating results of Interactive. Except as disclosed in\nthe Financial Statements or Interim Financial Statements, Interactive is not a\nGuarantor or Indemnitor of any Indebtedness of any other Person. Interactive\nmaintains and will continue to maintain a standard system of accounting\nestablished and administered in accordance with GAAP.\n\n         No representation is made hereunder with respect to any forecasts,\nprojections or forward looking information provided in connection with the\nFinancial Statements or the Interim Financial Statements or otherwise, except\nthat Interactive represents that such forecasts, projections and forward looking\ninformation were prepared in good faith and that Interactive reasonably believes\nthere is a reasonable basis for such forecasts, projections and forward looking\ninformation.\n\n         SECTION 2.6 Certain Change or Events\n\n           Other than transactions entered into in connection with this Merger,\nsince October 1, 1997, the business of Interactive has been operated only in the\nordinary course, consistent with past practice, and in addition to, and not in\nlimitation of the foregoing: (i) there has been no change in the Condition of\nInteractive, except for changes in the ordinary course of business consistent\nwith past practice which have not had, in the aggregate, a Material Adverse\nEffect to Interactive; (ii) there has been no revocation or change in any\nContract or Permit or right to do business, and, to the best knowledge of\nInteractive, no change of Laws which has resulted, or could reasonably be\nexpected to result, in a Material Adverse Effect on the Condition of\nInteractive; (iii) Interactive has not authorized or made any distributions of,\nor declared or paid any dividends, upon or with respect to any of its capital\nstock, or other equity interests, nor has Interactive redeemed, purchased or\notherwise acquired, or issued or sold, any of its capital stock or other equity\ninterests; (iv) Interactive has not entered into any material transaction, other\nthan in the ordinary course of business and consistent with past practice; (v)\nInteractive has not incurred any indebtedness for borrowed money or made any\nloans or advances to any Person, except for Indebtedness incurred and intended\nto be converted to Common Shares of the Company on or prior to the Closing Date;\n(vi) there has been no waiver by Interactive of a valuable right or of a\nmaterial debt owed to it; (vii) Interactive has not failed to satisfy or\ndischarge any Lien (as defined in Section 2.7 below), except in the ordinary\ncourse of business and which is not material to the Condition of Interactive;\n(viii) there has not been any damage, destruction or loss, whether or not\ncovered by insurance, resulting in a Material Adverse Effect on the Condition of\nInteractive (as such business is presently conducted and as it is proposed to be\nconducted); (ix) there has not been any material change in any compensation\narrangement or agreement with any employee of Interactive; (x) there has not\nbeen any sale, assignment or transfer of any patents, trademarks, copyrights,\ntrade secrets or other intangible assets of Interactive; (xi) there has not been\nany resignation or termination of employment of any key officer or employee of\nInteractive and Interactive, to the best of its knowledge, does not know of the\nimpending resignation or termination of employment of any such officer or\nemployee; (xii) there has been no receipt of notice that there has been a loss\nof, or material order cancellation by, any major customer of Interactive; (xiii)\nthere has been no mortgage, pledge or transfer of a security interest in, or\nlien, created by Interactive with respect to any of its material properties or\nassets, except liens for taxes not yet due or payable; (xiv) there has been no\nloans or guarantees made by Interactive to or for the benefit of its employees,\nofficers or directors, or any members of their immediate families, other than\ntravel advances and other advances made in the ordinary course of its business;\nand (xv) there has been no agreement or commitment by Interactive to do or\nperform any of the acts described in this Section 2.6.\n\n                                       7\n\n\n         SECTION 2.7 Title to Assets\n\n         Interactive and the Subsidiary have good and marketable title to all of\ntheir assets and properties, free and clear of any liens, pledges, assessments,\nleases, security interests, claims, encumbrances or other restrictions of any\nkind (collectively, \"Liens\"). With respect to any assets or properties they\nlease, Interactive and the Subsidiary hold a valid and subsisting leasehold\ninterest therein, free and clear of any Liens, are in compliance, in all\nmaterial respects, with the terms of the applicable lease, and enjoy peaceful\nand undisturbed possession under such lease. The assets and properties of\nInteractive and the Subsidiary that are material to the conduct of business as\npresently conducted or as proposed to be conducted by Interactive and the\nSubsidiary are on an overall basis in good operating condition and repair,\nsubject to ordinary wear and tear.\n\n         SECTION 2.8 Contracts\n\n         Interactive and the Subsidiary are not parties to, nor is Interactive,\nthe Subsidiary, or any of their assets or properties bound by, or subject to,\nany contracts, agreements, notes, instruments, franchises, leases, licenses,\ncommitments, arrangements or understandings, written or oral (collectively,\n\"Contracts\") of the following types, except for those (the \"Scheduled\nContracts\") listed in Part 2.8 of Schedule II hereto:\n\n                  (a) any Contracts pursuant to which Interactive or the\n         Subsidiary, or another party thereto, is obligated to pay in excess of\n         fifty thousand dollars ($50,000);\n\n                  (b) any Contracts pursuant to which Interactive or the\n         Subsidiary acquired the right to use any Intellectual Property (as\n         defined in Section 2.9 below) or information that is material to or\n         necessary in the business of Interactive or the Subsidiary, or pursuant\n         to which Interactive or the Subsidiary has granted to others the right\n         to use, or which otherwise relates to, its Intellectual Property;\n\n                  (c) any Contracts (other than advances of expenses to\n         employees in the ordinary course of business) involving loans, loan\n         agreements, debt securities, mortgages, deeds of trust, security\n         agreements, suretyships or guarantees;\n\n                  (d) any Contracts between Interactive, on the one hand, and\n         any of its officers, directors, employees or any Persons that\n         beneficially own in excess of 10.0% of the outstanding equity interest\n         (each a \"Principal Owner\") of Interactive, or any Affiliate or\n         relative, or Affiliate of a relative, of any of the foregoing, on the\n         other; (\"Affiliate\" of a person means a person that directly or\n         indirectly, through one or more intermediaries, controls, is controlled\n         by, or is under common control with, the first mentioned person, and\n         \"control\" means the possession, directly or indirectly or as trustee or\n         executor, of the power to direct or cause the direction of the\n         management policies of a person, whether through the ownership of\n         stock, as trustee or executor, by contract or credit arrangement or\n         otherwise);\n\n                  (e) any deferred compensation agreements, bonus, pension,\n         profit sharing, stock option and incentive plans or arrangements,\n         hospitalization, medical and insurance plans, agreements and policies,\n         retirement and severance plans and other employee compensation policies\n         and agreements affecting employees of Interactive or the Subsidiary;\n\n                                       8\n\n\n                  (f) any Contracts with any labor union affecting employees of\n         Interactive or the Subsidiary;\n\n                  (g) all partnership, joint venture, shareholders' or similar\n         Contracts with any Person;\n\n                  (h) all Contracts that limit or contain restrictions on the\n         ability of Interactive or the Subsidiary to declare or pay dividends,\n         to make distributions in respect of or to issue or purchase, redeem or\n         otherwise acquire any of its capital stock or require the Company or\n         any Subsidiary to maintain specified financial ratios or levels of net\n         worth or other indicia of financial condition;\n\n                  (i) any Contracts which restrict Interactive or the Subsidiary\n         from freely engaging in business or competing anywhere; and\n\n                  (j) any Contracts which otherwise are material to the\n         Condition of Interactive or the Subsidiary.\n\n         True and correct copies of all Scheduled Contracts have been made\navailable to Petry and Advercomm. All of the Scheduled Contracts are in full\nforce and effect and constitute legal, valid and binding obligations of\nInteractive and the Subsidiary and, to the best knowledge of Interactive and the\nSubsidiary, the other parties thereto; to the best of Interactive's and the\nSubsidiary's knowledge, no circumstances exist which would give rise to an\nAction (as defined in Section 2.13) against or by Interactive or the Subsidiary\nin connection with any Scheduled Contract or any default thereunder; and the\nvalidity, effectiveness and continuation of all Scheduled Contracts will not be\nadversely affected by the transactions contemplated by this Agreement or require\nany third party consents.\n\n         SECTION 2.9 Intellutual Property\n\n         (i) With respect to any patents, trademarks, service marks, trade\nnames, and any applications for any of the foregoing (collectively, the\n\"Intellectual Property\") of any kind in which Interactive has an interest or\nwhich is otherwise used in, or relates to the business of, Interactive, or any\nbrand name, computer software or program, technology, know-how or process or\nregistered copyright (collectively (including without limitation the\nIntellectual Property), the \"Operating IP\") or trade secret that is used in or\nthat relates to its business, Interactive owns or has the right to use such\nOperating IP or trade secret in its business. Interactive owns or has the right\nto use all Operating IP and trade secrets that are necessary to its business.\n\n         (ii) Each of the material licenses or agreements relating to the rights\nof Interactive to any of the Operating IP (defined above) or any trade secret\nmaterial of Interactive (the \"Intellectual Property Licenses\") constitutes a\nlegal, valid, binding and enforceable obligation in accordance with its terms\nagainst Interactive, and, to the best knowledge of Interactive, each other party\nthereto, and to the best knowledge of Interactive is in full force and effect.\nInteractive has performed all obligations required to have been performed by it\nunder each of the Intellectual Property Licenses to which it is a party. Neither\nInteractive nor, to the best knowledge of Interactive, any other party thereto\nis in default thereunder, nor, to the best knowledge of Interactive, is there\nany event that with notice or lapse of time, or both, would constitute a default\nthereunder. Interactive has not received any notice that any other party to any\nof the Intellectual Property Licenses intends\n\n                                       9\n\n\nto cancel, terminate or refuse to renew the same or to exercise or decline to\nexercise any option or other right thereunder (other than in the ordinary course\nof business). No licenses, sublicenses, covenants or agreements have been\ngranted or entered into by Interactive in respect of any of the Operating IP or\nany material trade secret of Interactive, except the Intellectual Property\nLicenses. No director, officer, shareholder, employee or other Affiliate of\nInteractive owns, directly or indirectly, in whole or in part, any of the\nOperating IP or any trade secret material used by Interactive. To the best\nknowledge of Interactive, none of the officers, employees, consultants,\ndistributors, agents, representatives or advisors of Interactive have entered\ninto any agreement relating to Interactive's business regarding know-how, trade\nsecrets, assignment of rights in inventions, or prohibition or restriction of\ncompetition or solicitation of customers, or any other similar restrictive\nagreement or covenant, whether written or oral, with any Person other than\nInteractive.\n\n         (iii) The consummation of the transactions contemplated hereby will not\nalter or impair the rights of Interactive to any of the Operating IP, to any\ntrade secret material to Interactive, or under any of the Intellectual Property\nLicenses.\n\n         (iv) To the best knowledge of Interactive, no claim with respect to the\nOperating IP, any trade secret or any Intellectual Property License is currently\npending or has been asserted or overtly threatened by any Person, nor does\nInteractive know of any grounds for any claim, (A) to the effect that any\noperation or activity of Interactive presently occurring or contemplated\ninfringes or misappropriates any United States or foreign copyright, patent,\ntrademark, service mark or trade secret; (B) to the effect that any other Person\ninfringes on the Operating IP or misappropriates any trade secret or know-how or\nother proprietary rights of Interactive; (C) challenging the ownership, validity\nor effectiveness of any of the Operating IP or any trade secret of Interactive;\nor (D) challenging the license of Interactive to, or other legally enforceable\nright under, any Operating IP or the Intellectual Property Licenses.\n\n         (v) Interactive is not aware of any presently existing United States or\nforeign patents or any patent applications which, if issued as patents, would be\ninfringed by Interactive in connection with conducting its business in the usual\ncourse.\n\n         SECTION 2.10 Insurance\n\n         Interactive has in full force and effect fire and casualty insurance\npolicies, with extended coverage, general liability insurance, and directors'\nand officers' insurance in amounts customary for companies similarly situated.\nEach insurance policy is valid and binding and in full force and effect, no\npremiums due thereunder have not been paid and neither Interactive, any\nSubsidiary nor the Person to whom such policy has been issued has received any\nnotice of cancellation or termination in respect of any such policy or is in\ndefault thereunder. Such insurance policies are placed with financially sound\nand reputable insurers and, in light of the respective business, operations and\nassets and properties of Interactive, are in amounts and have coverages that are\nreasonable and customary for Persons engaged in such businesses and operations\nand having such assets and properties. Neither Interactive nor the Person to\nwhom such policy has been issued has received notice that any insurer under any\npolicy referred to in this Section is denying liability with respect to a claim\nthereunder or defending under a reservation of rights clause.\n\n                                       10\n\n\n         SECTION 2.11 Labor Union Activities: Employee Relations\n\n         No employee of Interactive is represented by any labor union or covered\nby any collective bargaining agreement in connection with their employment with\nInteractive; nor, to the best knowledge of Interactive, has any labor union\nsought to represent any employee of Interactive. There is no strike or other\nlabor dispute involving Interactive pending, or to the best knowledge of\nInteractive, threatened. To the best knowledge of Interactive, no officer or key\nemployee of Interactive is a party to or bound by any Contract, or subject to\nany restrictions (including, without limitation, any non-competition\nrestriction), which would restrict the right of such person to participate in\nthe affairs of Interactive.\n\n         SECTION 2.12 ERISA\n\n         There are no employee benefit plans (as defined in Section 3(3) of the\nEmployee Retirement Income Security Act of 1974 (\"ERISA\")) covering former or\ncurrent employees of Interactive or the Subsidiary, or under which Interactive\nor the Subsidiary has any obligation or liability. Interactive and the\nSubsidiary have not incurred any liability under Title IV of ERISA, including\nany liability to the Pension Benefit Guaranty Corporation. Part 2.12 of Schedule\nII lists all material plans, contracts, bonus and commission arrangements,\nprofit-sharing, savings, stock option plans, insurance, deferred compensation,\nor other similar fringe or employee benefits covering former or current\nemployees of Interactive or under which Interactive has any obligation or\nliability (each, a \"Benefit Arrangement\"). The Benefit Arrangements are and have\nbeen administered in substantial compliance with their terms and with the\nrequirements of applicable law. No unfair labor practice has been brought during\nthe last three years against Interactive.\n\n         SECTION 2.13 Litigation\n\n         There is no action, suit, proceeding, audit, arbitration, investigation\nor governmental approval process (collectively, \"Action\") pending or, to the\nbest knowledge of Interactive and the Subsidiary, threatened against, relating\nto or affecting Interactive or the Subsidiary or affecting any of the properties\nor assets of Interactive or the Subsidiary (including, without limitation, any\nof their Permits), nor, to the best knowledge of Interactive and the Subsidiary,\nis there any basis for any such Action. Neither Interactive and the Subsidiary\nnor any of their assets or properties are subject to any order, judgment, writ,\ninjunction, decree, ruling or decision (collectively, an \"Order\") of any\nGovernmental Authority which is material to the Condition of Interactive or the\nSubsidiary. There is no Action by Interactive or the Subsidiary currently\npending or which Interactive or the Subsidiary intends to initiate.\n\n         SECTION 2.14 Compliance with Laws; Permits\n\n         Interactive and the Subsidiary have not violated or failed to comply\nwith, in any material respect, any statute, law, ordinance, rule, regulation or\npolicy of any Governmental Authority (collectively, \"Laws\") to which they or any\nof their properties or assets are subject. Interactive and the Subsidiary have\nall permits, licenses, orders, certificates, authorizations and approvals of any\nGovernmental Authority (collectively, the \"Permits\") that are material to the\nconduct of their business as presently conducted and as proposed to be\nconducted. All such Permits are, and as of the Closing will be, in full force\nand effect. No violations or notices of failure to comply have been issued or\nrecorded in respect of any such Permits. All applications, reports, notices and\nother documents required to be filed by Interactive or the\n\n                                       11\n\n\nSubsidiary with all Governmental Authorities have been timely filed and are\ncomplete and correct in all material respects as filed or as amended prior to\nthe date hereof.\n\n         SECTION 2.15 Taxes\n\n         All federal, state, city, county, local and foreign income, franchise,\nsales, use and value added tax returns and reports, and all other material tax\nreturns and reports required to be filed by Interactive in those or in any other\njurisdiction (collectively, \"Returns\") have been timely filed. All such Returns\nare true, correct and complete in all material respects. All taxes, assessments,\nfees, interest, penalties and other charges with respect thereto (collectively,\n\"Taxes\") due or claimed to be due from Interactive or the Subsidiary have been\npaid except to the extent reserved against on the Financial Statements or\nincurred in the ordinary course of business since the date of the Interim\nFinancial Statements. No income tax return of Interactive has been audited by\nthe applicable Governmental Authority, and there are in effect no waivers of the\napplicable statute of limitations for Taxes in any jurisdiction for Interactive\nor the Subsidiary for any period. The provision for taxes of Interactive as\nshown in the Interim Financial Statements is adequate for taxes due or accrued\nas of the date thereof. Neither Interactive nor the Subsidiary has elected\npursuant to the Internal Revenue Code of 1986, as amended (the \"Code\"), to be\ntreated as a Subchapter S corporation or a collapsible corporation pursuant to\nSection 1362(a) or Section 341(f) of the Code, nor have they made any other\nelections pursuant to the Code (other than elections that relate solely to\nmethods of accounting, depreciation or amortization) that would have a Material\nAdverse Effect on the Condition of Interactive. Interactive has never had any\ntax deficiency proposed or assessed against it. Since the date of the Interim\nStatements, Interactive has made adequate provisions on its books of account for\nall taxes, assessments and governmental charges with respect to its business,\nproperties and operations for such period. Interactive has withheld or collected\nfrom each payment made to each of its employees, the amount of all taxes\n(including, but not limited to, federal income taxes, Federal Insurance\nContribution Act taxes and Federal Unemployment Tax Act taxes) required to be\nwithheld or collected therefrom, and has paid the same to the proper tax\nreceiving officers or authorized depositories.\n\n         SECTION 2.16 Book and Records\n\n         The books of account, ledgers and records of Interactive and the\nSubsidiary accurately and completely reflect in all material respects all\ninformation relating to their business; the nature, acquisition, maintenance,\nlocation and collection of their assets; and the nature of all transactions\ngiving rise to their obligations or accounts receivable. The minutes and minute\nbooks of Interactive and the Subsidiary provided to Petry and Advercomm prior to\nthe date hereof constitute a true, complete and correct copy of the entire\nminutes and minute books of Interactive and the Subsidiary.\n\n         SECTION 2.17 Evironmental Matters\n\n         The business, assets and properties of Interactive are and have been\noperated and maintained in compliance with all applicable federal, state, city,\ncounty and local environmental protection laws and regulations (collectively,\nthe \"Environmental Laws\"). No event has occurred which, with or without the\npassage of time or the giving of notice, or both, would constitute a\nnon-compliance by Interactive with, or a violation by Interactive of, the\nEnvironmental Laws. Neither Interactive nor any of its predecessor companies\nhave caused or permitted to exist, as a result of an intentional or\nunintentional act or omission, a\n\n                                       12\n\n\ndisposal, discharge or release of solid wastes, pollutants or hazardous\nsubstances, on or from any site which currently is or formerly was owned,\nleased, occupied or used by Interactive or any predecessor company, except where\nsuch disposal, discharge or release was in compliance with the Environmental\nLaws.\n\n         SECTION 2.18 Transaction with Affiliates\n\n         Interactive and the Subsidiary do not have any direct or indirect\ndealings with any Principal Owner of Interactive or the Subsidiary or with any\nof his Affiliates, associates (as such term is defined in Rule 12b-2 under the\nSecurities Exchange Act of 1934, as amended) or relatives (or Affiliates\nthereof). Interactive and the Subsidiary do not have any obligation to or claim\nagainst any Principal Owner of Interactive or the Subsidiary, or any of his or\nits Affiliates, associates or relatives, and no such Person has any obligation\nto or claim against Interactive or the Subsidiary. All products, services or\nbenefits provided to Interactive or the Subsidiary by any such Person, or\nprovided by Interactive or the Subsidiary to any such Person, are set forth on\nPart 2.18 of Schedule II and are provided at a charge equal to the fair market\nvalue of such products, services or benefits. To the best knowledge of\nInteractive and the Subsidiary, no Principal Owner of Interactive or the\nSubsidiary, nor any of his Affiliates, associates or relatives, has any direct\nor indirect interest of any kind in any business or entity which is competitive\nwith Interactive or the Subsidiary.\n\n         SECTION 2.19 Registration Rights\n\n         No Person has, and as of the Closing no Person shall have, demand,\n\"piggy-back,\" or other rights to cause Interactive or the Subsidiary to file any\nregistration statement under the Securities Act of 1933, as amended (the\n\"Securities Act\") relating to any securities of Interactive or the Subsidiary.\n\n         SECTION 2.20 No Brokers or Finders\n\n         Neither Interactive and the Subsidiary nor any of their Affiliates have\nentered or will enter into any agreement pursuant to which Interactive, the\nSubsidiary, Petry or Advercomm will be liable, as a result of the transactions\ncontemplated by this Agreement or any Interactive Documents, for any claim of\nany person for any commission, fee or other compensation as finder or broker.\n\n         SECTION 2.21 Investment Company Act\n\n         Neither Interactive nor the Subsidiary is an \"investment company\" nor\nis Interactive or the Subsidiary directly or indirectly controlled by or acting\non behalf of any Person which is an \"investment company\" within the meaning of\nthe Investment Company Act of 1940, as amended.\n\n         SECTION 2.22 Disclosure\n\n         In connection with this Agreement, Interactive and the Subsidiary have\ndisclosed to Petry and Advercomm all material facts and information known to\nInteractive and the Subsidiary concerning Interactive and the Subsidiary and\ntheir respective Conditions, and have not made any untrue statement of a\nmaterial fact or omitted to state any material fact necessary in order to make\nthe statements contained herein or in any other Interactive Documents not\nmisleading.\n\n\n                                       13\n\n\n\n          SECTION 2.23 Public Announcements.\n\n     Except as otherwise required by law or by the rules of (or any agreement of\nthe parties or their affiliates with) any stock exchange and except as have\nalready been made by the parties prior to the date hereof, Interactive and the\nSubsidiary agree that there will prior to the Merger be no press releases or\nother statements with respect to this Agreement or the transactions contemplated\nhereby and that they will consult with Petry and Advercomm before issuing any\npress release or otherwise making any public statement with respect to this\nAgreement and the transactions contemplated hereby and that Interactive, the\nSubsidiary, Petry and Advercomm shall not issue any such press release or make\nany such public statement prior to such consultation and approval of any such\nrelease or statement by the other Parties.\n\n          SECTION 2.24. Board Recommendation.\n\n     Each of the Board of Directors of Interactive, by unanimous written consent\ndated February 2, 1998, and the Board of Directors of the Subsidiary by\nunanimous written consent dated January 29, 1998, approved and adopted this\nAgreement, the Merger, and the other transactions contemplated hereby.\n\n          SECTION 2.25. Certificate of Incorporation and By-Laws.\n\n     Interactive and the Subsidiary have heretofore furnished to Petry and\nAdvercomm a complete and correct copy of their respective Certificates of\nIncorporation and By-Laws, each as amended to date. Such Certificates of\nIncorporation and By-Laws are in full force and effect. Neither Interactive nor\nthe Subsidiary is in violation of any of the provisions of its Certificate of\nIncorporation or By-Laws.\n\n\n                                   ARTICLE III\n\n                     REPRESENTATIONS AND WARRANTIES OF PETRY\n\n     Petry hereby represents and warrants to Interactive, the Subsidiary and\nAdvercomm that, except as set forth on the Schedule of Exceptions attached\nhereto as Schedule III, specifically identifying the relevant subsection hereof,\nwhich exceptions shall be deemed to be representations and warranties as if made\nhereunder:\n\n          SECTION 3.1. Corporate Organization, Good Standing and Qualification.\n\n     Petry is a corporation duly organized, validly existing and in good\nstanding under the laws of the State of Delaware. Neither this Agreement nor the\ntransactions contemplated thereby will cause any anti-dilution adjustment or\naccelerated vesting of any options. Petry has all requisite power and authority\nto carry on its business as now conducted and as proposed to be conducted. Petry\nis duly qualified to transact business and is in good standing in each\njurisdiction in which the failure so to qualify could have a material adverse\neffect on its Condition.\n\n\n                                       14\n\n\n\n          SECTION 3.2 Capitalization.\n\n     The capital stock of Petry, as authorized by its Certificate of\nIncorporation, consists of: (i) 200,000 shares of Petry Common Stock, of which\n100 shares are issued and outstanding, 25 shares are reserved for issuance upon\nthe exercise of currently outstanding warrants to purchase Petry Common Stock,\nand no other shares are reserved for issuance for any purpose. The rights,\nprivileges and preferences of the Petry Common Stock are as stated in the\nCertificate of Incorporation. Petry as of the Closing will not (i) have\noutstanding any capital stock or other securities convertible into or\nexchangeable for any shares of its capital stock and no person will have any\nright to subscribe for or to purchase (including conversion or preemptive\nrights), or any options for the purchase of, or any agreements providing for the\nissuance (contingent or otherwise) of, any calls, commitments or other claims of\nany character relating to, any capital stock or any stock or securities\nconvertible into or exchangeable for any capital stock of Petry; (ii) have any\ncapital stock, equity interests or other securities reserved for issuance for\nany purpose; or (iii) be subject to any obligation (contingent or otherwise) to\nrepurchase or otherwise acquire or retire any shares of its capital stock or any\nconvertible securities, rights or options of the type described in the preceding\nclause (i). All of the issued and outstanding shares of Petry Common Stock have\nbeen duly and validly issued and are fully paid and nonassessable. To the best\nknowledge of Petry, there are no agreements among Petry's stockholders with\nrespect to the voting or transfer of Petry's capital stock. Part 3.2 of Schedule\nIII includes a complete and correct list of the name of each of Petry's\nstockholders and the number of shares of capital stock (and class or series)\nowned by such stockholder.\n\n          SECTION 3.3. Authority; Execution and Delivery; Requisite Consents,\n                       Nonviolation.\n\n          Petry has, and as of the Closing will have, all requisite power and\nauthority to execute, deliver and perform this Agreement, and each other\ndocument or instrument executed by it, or any of its officers, in connection\nherewith or therewith or pursuant hereto or thereto (this Agreement, together\nwith all of the foregoing documents and instruments, are sometimes collectively\nreferred to herein as the \"Petry Documents\"), and to consummate the transactions\ncontemplated hereby and thereby. The execution, delivery and performance of this\nAgreement and the other Petry Documents and the consummation of the transactions\ncontemplated hereby and thereby have been duly and validly authorized by all\nnecessary action on the part of Petry. This Agreement and each of the other\nPetry Documents that has been executed as of the date hereof is, and each of the\nPetry Documents will be as of the Closing, duly executed and delivered by Petry,\nand constitute the legal, valid and binding obligation of Petry, enforceable\nagainst Petry in accordance with its terms, except as the enforceability thereof\nmay be limited by bankruptcy, insolvency or other similar laws affecting the\nenforceability of creditors' rights in general or by general principles of\nequity. The execution, delivery and performance of this Agreement and the other\nPetry Documents, and the consummation by Petry of the transactions contemplated\nhereby and thereby will not (a) require the consent, license, permit, waiver,\napproval, authorization or other action of, by or with respect to, or\nregistration, declaration or filing with, any Governmental Authority or any\nother Person; (b) violate or conflict with any provision of the Certificate of\nIncorporation or of the By-Laws of Petry as in effect immediately prior to the\nexecution and delivery of this Agreement; or (c) constitute a default under\n(with or without notice or lapse of time or both), violate or conflict with,\ngive rise to a right of termination, cancellation, acceleration or modification\nunder or result in a loss of a material benefit under, any Law, Petry Scheduled\n\n\n                                       15\n\n\n\nContract (as defined in Section 3.8 below), rights relating to Intellectual\nProperty, Permit or Order to which Petry is a party or by which Petry or its\nproperties are bound.\n\n          SECTION 3.4 Subsidiaries.\n\n     Petry does not, and prior to the Closing will not, own or control, directly\nor indirectly, any partnership interests, stock or other equity interests in any\npartnership, corporation or other entity or any voting rights or right to\ncontrol the policies and direction of any partnership, corporation or other\nentity.\n\n          SECTION 3.5. Financial Information.\n\n     Petry has previously delivered to Interactive and Advercomm certain\nfinancial information (the \"Petry Financial Information\"), dated as of December\n31, 1997. Such Petry Financial Information has been prepared from the books and\nrecords of Petry, and, subject to customary year or period end adjustments and\naccruals and the absence of notes thereto, presents fairly the financial\nposition and the results of operations and cash flows of Petry as at and for the\nperiods indicated.\n\n          Except as disclosed in the Petry Financial Information, Petry has no\nmaterial liabilities or obligations, absolute or contingent, except obligations\nand liabilities incurred in the ordinary course of business, consistent with\npast practice, since the date of the Petry Financial Information. Except as\ndisclosed in the Petry Financial Information, Petry is not a Guarantor or\nIndemnitor of any Indebtedness of any other Person.\n\n     No representation is made hereunder with respect to any forecasts,\nprojections or forward looking information provided to Interactive, the\nSubsidiary or Advercomm in connection with the Petry Financial Information or\notherwise, except that Petry represents that such forecasts, projections and\nforward looking information were prepared in good faith and that Petry\nreasonably believes there is a reasonable basis for such forecasts, projections\nand forward looking information.\n\n          SECTION 3.6. Certain Changes or Events.\n\n          Other than transactions entered into in connection with this Merger,\nsince October 1, 1997, the business of Petry has been operated only in the\nordinary course, consistent with past practice, and in addition to, and not in\nlimitation of the foregoing: (i) there has been no change in the Condition of\nPetry, except for changes in the ordinary course of business consistent with\npast practice which have not had, in the aggregate, Materially Adverse Effect on\nthe Condition of Petry; (ii) there has been no revocation or change in any\nContract or Permit or right to do business, and, to the best knowledge of Petry,\nno change of Laws which has resulted, or could reasonably be expected to result,\nin a material adverse change in the Condition of Petry; (iii) Petry has not\nauthorized or made any distributions of, or declared or paid any dividends, upon\nor with respect to any of its capital stock, or other equity interests, nor has\nPetry redeemed, purchased or otherwise acquired, or issued or sold, any of its\ncapital stock or other equity interests; (iv) Petry has not entered into any\nmaterial transaction, other than in the ordinary course of business and\nconsistent with past practice; (v) Petry has not incurred any indebtedness for\nborrowed money or made any loans or advances to any Person; (vi) there has been\nno waiver by Petry of a valuable right or of a material debt owed to it; (vii)\nPetry has not failed to satisfy or discharge any Lien, except in the ordinary\ncourse of business and which is not material to the Condition of Petry (as such\n\n\n                                       16\n\n\n\nbusiness is presently conducted and as it is proposed to be conducted); (viii)\nthere has not been any damage, destruction or loss, whether or not covered by\ninsurance, resulting in a Material Adverse Effect on the condition of the\nassets, properties, financial condition, operating results, prospects or\nbusiness of Petry; (ix) there has not been any material change in any\ncompensation arrangement or agreement with any employee of Petry; (x) there has\nnot been any sale, assignment or transfer of any patents, trademarks,\ncopyrights, trade secrets or other intangible assets of Petry; (xi) there has\nnot been any resignation or termination of employment of any key officer or\nemployee of Petry and Petry, to the best of its knowledge, does not know of the\nimpending resignation or termination of employment of any such officer or\nemployee; (xii) there has been no receipt of notice that there has been a loss\nof, or material order cancellation by, any major customer of Petry; (xiii) there\nhas been no mortgage, pledge or transfer of a security interest in, or lien,\ncreated by Petry with respect to any of its material properties or assets,\nexcept liens for taxes not yet due or payable; (xiv) there has been no loans or\nguarantees made by Petry to or for the benefit of its employees, officers or\ndirectors, or any members of their immediate families, other than travel\nadvances and other advances made in the ordinary course of its business; and\n(xv) there has been no agreement or commitment by Petry to do or perform any of\nthe acts described in this Section 3.6.\n\n          SECTION 3.7 Title to Assets.\n\n     Petry has good and marketable title to all of its assets and properties,\nfree and clear of any Liens. With respect to any assets or properties it leases,\nPetry holds a valid and subsisting leasehold interest therein, free and clear of\nany Liens, is in compliance, in all material respects, with the terms of the\napplicable lease, and enjoys peaceful and undisturbed possession under such\nlease. The assets and properties of Petry that are material to the conduct of\nbusiness as presently conducted or as proposed to be conducted by Petry are on\nan overall basis in good operating condition and repair, subject to ordinary\nwear and tear.\n\n          SECTION 3.8. Contracts.\n\n     Petry is not a party to, nor is Petry or any of its assets or properties\nbound by, or subject to, any Contracts of the following types, except for those\n(the \"Petry Scheduled Contracts\") listed in Part 3.8 of Schedule III hereto:\n\n               (a)  any Contracts pursuant to which Petry, or another party\n     thereto, is obligated to pay in excess of fifty thousand dollars ($50,000);\n\n               (b)  any Contracts pursuant to which Petry acquired the right to\n     use any Intellectual Property or information that is material to or\n     necessary in the business of Petry, or pursuant to which Petry has granted\n     to others the right to use, or which otherwise relates to, its Intellectual\n     Property;\n\n               (c)  any Contracts (other than advances of expenses to employees\n     in the ordinary course of business) involving loans, loan agreements, debt\n     securities, mortgages, deeds of trust, security agreements, suretyships or\n     guarantees;\n\n               (d)  any Contracts between Petry, on the one hand, and any of its\n     Principal Owners, or any Affiliate or relative, or Affiliate of a relative,\n     of any of the foregoing, on the other;\n\n\n                                       17\n\n\n\n               (e)  any deferred compensation agreements, bonus, pension, profit\n     sharing, stock option and incentive plans or arrangements, hospitalization,\n     medical and insurance plans, agreements and policies, retirement and\n     severance plans and other employee compensation policies and agreements\n     affecting employees of Petry;\n\n               (f)  any Contracts with any labor union affecting employees of\n     Petry;\n\n               (g)  all partnership, joint venture, shareholders' or similar\n     Contracts with any Person;\n\n               (h)  all Contracts that limit or contain restrictions on the\n     ability of Petry to declare or pay dividends, to make distributions in\n     respect of or to issue or purchase, redeem or otherwise acquire any of its\n     capital stock or require Petry to maintain specified financial ratios or\n     levels of net worth or other indicia of financial condition;\n\n               (i)  any Contracts which restrict Petry from freely engaging in\n     business or competing anywhere; and\n\n               (j)  any Contracts which otherwise are material to the Condition\n     of Petry.\n\n     True and correct copies of all Scheduled Contracts have been made available\nto Interactive, the Subsidiary and Advercomm. All of the Scheduled Contracts are\nin full force and effect and constitute legal, valid and binding obligations of\nPetry and, to the best knowledge of Petry, the other parties thereto; to the\nbest of Petry's knowledge, no circumstances exist which would give rise to an\nAction against or by Petry in connection with any Scheduled Contract or any\ndefault thereunder; and the validity, effectiveness and continuation of all\nScheduled Contracts will not be adversely affected by the transactions\ncontemplated by this Agreement or require third party consent.\n\n          SECTION 3.9. Intellectual Property.\n\n          (i)  With respect to any Intellectual Property of any kind in which\nPetry has an interest or which is otherwise used in, or relates to the business\nof, Petry, or any Operating IP or trade secret that is used in or that relates\nto its business, Petry owns or has the right to use such Operating IP or trade\nsecret in its business. Petry owns or has the right to use all Operating IP and\ntrade secrets that are necessary to its business.\n\n          (ii) Each Intellectual Property License constitutes a legal, valid,\nbinding and enforceable obligation in accordance with its terms against Petry,\nand, to the best knowledge of Petry, each other Person party thereto, and to the\nbest knowledge of Petry is in full force and effect. Petry has performed all\nobligations required to have been performed by it under each of the Intellectual\nProperty Licenses to which it is a party. Neither Petry nor, to the best\nknowledge of Petry, any other party thereto is in default thereunder, nor, to\nthe best knowledge of Petry, is there any event that with notice or lapse of\ntime, or both, would constitute a default thereunder. Petry has not received any\nnotice that any other party to any of the Intellectual Property Licenses intends\nto cancel, terminate or refuse to renew the same or to exercise or decline to\nexercise any option or other right thereunder (other than in the ordinary course\nof business). No licenses, sublicenses, covenants or agreements have been\n\n\n                                       18\n\n\n\ngranted or entered into by Petry in respect of any of the Operating IP or any\nmaterial trade secret of Petry, except the Intellectual Property Licenses. No\ndirector, officer, shareholder, employee or other Affiliate of Petry owns,\ndirectly or indirectly, in whole or in part, any of the Operating IP or any\ntrade secret material used by Petry. None of the officers, employees,\nconsultants, distributors, agents, representatives or advisors of Petry have\nentered into any agreement relating to Petry's business regarding know-how,\ntrade secrets, assignment of rights in inventions, or prohibition or restriction\nof competition or solicitation of customers, or any other similar restrictive\nagreement or covenant, whether written or oral, with any Person other than\nPetry.\n\n      (iii) The consummation of the transactions contemplated hereby will not\n            alter or impair the rights of Petry to any of the Operating IP, to\nany trade secret material to Petry, or under any of the Intellectual Property\nLicenses.\n\n      (iv)  To the best knowledge of Petry, no claim with respect to the\nOperating IP, any trade secret or any Intellectual Property License is currently\npending or has been asserted or overtly threatened by any Person, nor does Petry\nknow of any grounds for any claim, (A) to the effect that any operation or\nactivity of Petry presently occurring or contemplated infringes or\nmisappropriates any United States or foreign copyright, patent, trademark,\nservice mark or trade secret; (B) to the effect that any other Person infringes\non the Operating IP or misappropriates any trade secret or know-how or other\nproprietary rights of Petry; (C) challenging the ownership, validity or\neffectiveness of any of the Operating IP or any trade secret of Petry; or (D)\nchallenging the license of Petry to, or other legally enforceable right under,\nany Operating IP or the Intellectual Property Licenses.\n\n      (v)   Petry is not aware of any presently existing United States or\nforeign patents or any patent applications which, if issued as patents, would be\ninfringed by any activity contemplated by Petry.\n\n            SECTION 3.10. Insurance.\n\n      Petry has in full force and effect fire and casualty insurance policies,\nwith extended coverage, products liability insurance, general liability\ninsurance, errors and omissions insurance, and directors' and officers'\ninsurance in amounts customary for companies similarly situated. Each insurance\npolicy is valid and binding and in full force and effect, no premiums due\nthereunder have not been paid and neither Petry, any Subsidiary nor the Person\nto whom such policy has been issued has received any notice of cancellation or\ntermination in respect of any such policy or is in default thereunder. Such\ninsurance policies are placed with financially sound and reputable insurers and,\nin light of the respective business, operations and assets and properties of\nPetry and the Subsidiary, are in amounts and have coverages that are reasonable\nand customary for Persons engaged in such businesses and operations and having\nsuch assets and properties. Neither Petry nor the Person to whom such policy has\nbeen issued has received notice that any insurer under any policy referred to in\nthis Section is denying liability with respect to a claim thereunder or\ndefending under a reservation of rights clause.\n\n            SECTION 3.11. Labor Union Activities; Employee Relations.\n\n      No employee of Petry is represented by any labor union or covered by any\ncollective bargaining agreement; nor, to the best knowledge of Petry, has any\nlabor union sought to represent any employee of Petry. There is no strike or\nother labor dispute involving Petry \n\n\n                                       19\n\n\n\npending, or to the best knowledge of Petry, threatened. To the best knowledge of\nPetry, no officer or key employee intends to terminate his employment with\nPetry. To the best knowledge of Petry, no officer or key employee of Petry is a\nparty to or bound by any Contract, or subject to any restrictions (including,\nwithout limitation, any non-competition restriction), which would restrict the\nright of such person to participate in the affairs of Petry.\n\n            SECTION 3.12. ERISA.\n\n      There are no employee benefit plans (as defined in ERISA) covering former\nor current employees of Petry, or under which Petry has any obligation or\nliability. Petry has not incurred any liability under Title IV of ERISA,\nincluding any liability to the Pension Benefit Guaranty Corporation. Part 3.12\nof Schedule III lists all material Benefit Arrangements. The Benefit\nArrangements are and have been administered in substantial compliance with their\nterms and with the requirements of applicable law. No unfair labor practice has\nbeen brought during the last three years against Petry.\n\n            SECTION 3.13 Litigation.\n\n      There is no Action pending or, to the best knowledge of Petry, threatened\nagainst, relating to or affecting Petry or affecting any of the properties or\nassets of Petry (including, without limitation, any of their Permits), nor, to\nthe best knowledge of Petry, is there any basis for any such Action. Neither\nPetry nor any of its assets or properties are subject to any Order of any\nGovernmental Authority which is material to the Condition of Petry. There is no\nAction by Petry currently pending or which Petry intends to initiate.\n\n            SECTION 3.14 Compliance with Laws; Permits.\n\n      Petry has not violated or failed to comply with, in any material respect,\nany Laws to which it or any of its properties or assets are subject. Petry has\nall Permits that are material to the conduct of its business as presently\nconducted and as proposed to be conducted; all such Permits are, and as of the\nClosing will be, in full force and effect; no violations or notices of failure\nto comply have been issued or recorded in respect of any such Permits. All\napplications, reports, notices and other documents required to be filed by Petry\nwith all Governmental Authorities have been timely filed and are complete and\ncorrect in all material respects as filed or as amended prior to the date\nhereof.\n\n            SECTION 3.15. Taxes.\n\n      All Returns have been timely filed. All such Returns are true, correct and\ncomplete in all material respects. All Taxes due or claimed to be due from Petry\nhave been paid except to the extent reserved against in the Petry Financial\nInformation. No income tax return of Petry has been audited by the applicable\nGovernmental Authority, and there are in effect no waivers of the applicable\nstatute of limitations for Taxes in any jurisdiction for Petry for any period.\nThe provision for taxes for Petry as shown in the Petry Financial Information is\nadequate for taxes due or accrued as of the date thereof. Petry has not elected\npursuant to the Internal Revenue Code of 1986, as amended (the \"Code\"), to be\ntreated as a Subchapter S corporation or a collapsible corporation pursuant to\nSection 1362(a) or Section 341(f) of the Code, nor has it made any other\nelections pursuant to the Code (other than elections that relate solely to\nmethods of accounting, depreciation or amortization) that would have a Material\nAdverse Effect on the Condition of Petry. Petry has never had any tax deficiency\nproposed or assessed against it. Since the date of the Petry Financial\nInformation, Petry has \n\n\n                                       20\n\n\n\nmade adequate provisions on their books of account for, all taxes, assessments\nand governmental charges with respect to its business, properties and operations\nfor such period. Petry has withheld or collected from each payment made to each\nof its employees, the amount of all taxes (including, but not limited to,\nfederal income taxes, Federal Insurance Contribution Act taxes and Federal\nUnemployment Tax Act taxes) required to be withheld or collected therefrom, and\nhas paid the same to the proper tax receiving officers or authorized\ndepositories.\n\n            SECTION 3.16. Books and Records.\n\n      The books of account, ledgers and records of Petry accurately and\ncompletely reflect in all material respects all information relating to its\nbusiness; the nature, acquisition, maintenance, location and collection of its\nassets; and the nature of all transactions giving rise to its obligations or\naccounts receivable. The minutes and minute books of Petry provided to\nInteractive, the Subsidiary and Advercomm prior to the date hereof constitute a\ntrue, complete and correct copy of the entire minutes and minute books of Petry.\n\n            SECTION 3.17. Environmental Matters.\n\n      The business, assets and properties of Petry are and have been operated\nand maintained in compliance with all Environmental Laws. No event has occurred\nwhich, with or without the passage of time or the giving of notice, or both,\nwould constitute a non-compliance by Petry with, or a violation by Petry of, the\nEnvironmental Laws. Neither Petry nor any of its predecessor companies have\ncaused or permitted to exist, as a result of an intentional or unintentional act\nor omission, a disposal, discharge or release of solid wastes, pollutants or\nhazardous substances, on or from any site which currently is or formerly was\nowned, leased, occupied or used by Petry or any predecessor company, except\nwhere such disposal, discharge or release was in compliance with the\nEnvironmental Laws.\n\n            SECTION 3.18. Transactions with Affiliates.\n\n      Petry has not had any direct or indirect dealings with any Principal Owner\nof Petry or with any of his Affiliates, associates (as such term is defined in\nRule 12b-2 under the Securities Exchange Act of 1934, as amended) or relatives\n(or Affiliates thereof). Petry does not have any obligation to or claim against\nany Principal Owner of Petry, or any of his or its Affiliates, associates or\nrelatives, and no such Person has any obligation to or claim against Petry. All\nproducts, services or benefits provided to Petry by any such Person, or provided\nby Petry to any such Person, are set forth on Part 3.18 of Schedule III and are\nprovided at a charge equal to the fair market value of such products, services\nor benefits. To the best knowledge of Petry, no Principal Owner of Petry, nor\nany of his Affiliates, associates or relatives, has any direct or indirect\ninterest of any kind in any business or entity which is competitive with Petry.\n\n            SECTION 3.19. Registration Rights.\n\n      No Person has, and as of the Closing no Person shall have, demand,\n\"piggy-back,\" or other rights to cause Petry to file any registration statement\nunder the Securities Act relating to any securities of Petry, or to participate\nin any such registration statement.\n\n\n                                       21\n\n\n\n            SECTION 3.20. No Brokers or Finders.\n\n      Neither Petry nor any of its Affiliates have entered or will enter into\nany agreement pursuant to which Interactive, the Subsidiary, Petry or Advercomm\nwill be liable, as a result of the transactions contemplated by this Agreement\nor any Petry Documents, for any claim of any person for any commission, fee or\nother compensation as finder or broker.\n\n            SECTION 3.21. Investment Company Act.\n\n      Petry is not an \"investment company\" nor is Petry directly or indirectly\ncontrolled by or acting on behalf of any Person which is an \"investment company\"\nwithin the meaning of the Investment Company Act of 1940, as amended.\n\n            SECTION 3.22 Disclosure.\n\n      In connection with this Agreement, Petry has disclosed to Interactive, the\nSubsidiary and Advercomm all material facts and information known to Petry\nconcerning Petry and its Condition, and has not made any untrue statement of a\nmaterial fact or omitted to state any material fact necessary in order to make\nthe statements contained herein or in any other Petry Documents not misleading.\n\n            SECTION 3.23 Public Announcements.\n\n      Except as otherwise required by law or by the rules of (or any agreement\nof the parties or their affiliates with) any stock exchange and except as have\nalready been made by the parties prior to the date hereof, Petry agrees that\nthere will prior to the Merger be no press releases or other statements with\nrespect to this Agreement or the transactions contemplated hereby and that they\nwill consult with Interactive, the Subsidiary and Advercomm before issuing any\npress release or otherwise making any public statement with respect to this\nAgreement and the transactions contemplated hereby and that Interactive, the\nSubsidiary, Petry and Advercomm shall not issue any such press release or make\nany such public statement prior to such consultation and approval of any such\nrelease or statement by the other Parties.\n\n            SECTION 3.24. Board and Stockholders Recommendation.\n\n      The Board of Directors and Stockholders of Petry, each by unanimous\nwritten consent dated January 29, 1998, approved and adopted this Agreement, the\nMerger, and the other transactions contemplated hereby.\n\n      Petry has heretofore furnished to Interactive, the Subsidiary and\nAdvercomm a complete and correct copy of its Certificate of Incorporation and\nBy-Laws, each as amended to date. Such Certificate of Incorporation and By-Laws\nare in full force and effect. Petry is not in violation of any of the provisions\nof its Certificate of Incorporation or By-Laws.\n\n\n                                       22\n\n\n\n                               ARTICLE IV\n\n                   REPRESENTATIONS AND WARRANTIES OF ADVERCOMM\n\n            Advercomm hereby represents and warrants to Interactive, the\nSubsidiary and Petry that, except as set forth on the Schedule of Exceptions\nattached hereto as Schedule IV, specifically identifying the relevant subsection\nhereof, which exceptions shall be deemed to be representations and warranties as\nif made hereunder:\n\n            SECTION 4.1. Corporate Organization, Good Standing and\nQualification.\n\n      Advercomm is a corporation duly organized, validly existing and in good\nstanding under the laws of the State of Delaware. Advercomm has all requisite\npower and authority to carry on its business as now conducted and as proposed to\nbe conducted. Advercomm is duly qualified to transact business and is in good\nstanding in each jurisdiction in which the failure so to qualify could have a\nmaterial adverse effect on its Condition.\n\n            SECTION 4.2 Capitalization.\n\n      The capital stock of Advercomm, as authorized by its Certificate of\nIncorporation, consists of: (i) 10,000 shares of Advercomm Common Stock, of\nwhich 6,500 shares are issued and outstanding, and no shares are reserved for\nissuance for any purpose. The rights, privileges and preferences of the\nAdvercomm Common Stock are as stated in the Certificate of Incorporation.\nAdvercomm does not, and as of the Closing will not (i) have outstanding any\ncapital stock or other securities convertible into or exchangeable for any\nshares of its capital stock and no person will have any right to subscribe for\nor to purchase (including conversion or preemptive rights), or any options for\nthe purchase of, or any agreements providing for the issuance (contingent or\notherwise) of, any calls, commitments or other claims of any character relating\nto, any capital stock or any stock or securities convertible into or\nexchangeable for any capital stock of Advercomm; (ii) have any capital stock,\nequity interests or other securities reserved for issuance for any purpose; or\n(iii) be subject to any obligation (contingent or otherwise) to repurchase or\notherwise acquire or retire any shares of its capital stock or any convertible\nsecurities, rights or options of the type described in the preceding clause (i).\nAll of the issued and outstanding shares of Advercomm Common Stock have been\nduly and validly issued and are fully paid and nonassessable. To the best\nknowledge of Advercomm, there are no agreements among Advercomm's stockholders\nwith respect to the voting or transfer of Advercomm's capital stock. Part 4.2 of\nSchedule IV includes a complete and correct list of the name of each of\nAdvercomm's stockholders and the number of shares of capital stock (and class or\nseries) owned by such stockholder.\n\n            SECTION 4.3. Authority; Execution and Delivery; Requisite Consents,\n                         Nonviolation.\n\n      Advercomm has, and as of the Closing will have, all requisite power and\nauthority to execute, deliver and perform this Agreement and each other document\nor instrument executed by it, or any of its officers, in connection herewith or\ntherewith or pursuant hereto or thereto (this Agreement, together with all of\nthe foregoing documents and instruments, are sometimes collectively referred to\nherein as the \"Advercomm Documents\"), and to consummate the transactions\ncontemplated hereby and thereby. The execution, delivery and performance of this\nAgreement and the other Interactive Documents and the consummation\n\n\n                                       23\n\n\n\nof the transactions contemplated hereby and thereby have been duly and validly\nauthorized by all necessary action on the part of Advercomm. This Agreement and\neach of the other Advercomm Documents that has been executed as of the date\nhereof is, and each of the Advercomm Documents will be as of the Closing, duly\nexecuted and delivered by Advercomm, and constitute the legal, valid and binding\nobligation of Advercomm, enforceable against Advercomm in accordance with its\nterms, except as the enforceability thereof may be limited by bankruptcy,\ninsolvency or other similar laws affecting the enforceability of creditors'\nrights in general or by general principles of equity. The execution, delivery\nand performance of this Agreement and the other Interactive Documents, the\nconsummation by Advercomm of the transactions contemplated hereby and thereby\nwill not (a) require the consent, license, permit, waiver, approval,\nauthorization or other action of, by or with respect to, or registration,\ndeclaration or filing with, any Governmental Authority or any other Person; (b)\nviolate or conflict with any provision of the Certificate of Incorporation or of\nthe By-Laws of Advercomm as in effect immediately prior to the execution and\ndelivery of this Agreement; or (c) constitute a default under (with or without\nnotice or lapse of time or both), violate or conflict with, give rise to a right\nof termination, cancellation, acceleration or modification under or result in a\nloss of a material benefit under, any Law, Advercomm Scheduled Contract (as\ndefined in Section 4.8 below), rights relating to Intellectual Property, Permit\nor Order to which Advercomm is a party or by which Advercomm or its properties\nare bound.\n\n            SECTION 4.4 Subsidiaries.\n\n      Advercomm, does not, and prior to the Closing will not, own or control,\ndirectly or indirectly, any partnership interests, stock or other equity\ninterests in any partnership, corporation or other entity or any voting rights\nor right to control the policies and direction of any partnership, corporation\nor other entity.\n\n            SECTION 4.5. Financial Information.\n\n      Advercomm has previously delivered to Interactive and Petry certain\nfinancial information (the \"Advercomm Financial Information\"). Such Advercomm\nFinancial Information has been prepared from the books and records of Advercomm,\nand, subject to customary year or period end adjustments and accruals and the\nabsence of notes thereto, presents fairly the financial position and the results\nof operations of Advercomm as at and for the periods indicated.\n\n      Except as disclosed in the Advercomm Financial Information, Advercomm has\nno material liabilities or obligations, absolute or contingent, except\nobligations and liabilities incurred in the ordinary course of business,\nconsistent with past practice, since the date of the Advercomm Financial\nInformation. Except as disclosed in the Advercomm Financial Information,\nAdvercomm is not a Guarantor or Indemnitor of any Indebtedness of any other\nPerson.\n\n      No representation is made hereunder with respect to any forecasts,\nprojections or forward looking information provided to Interactive, the\nSubsidiary or Petry in connection with the Advercomm Financial Information or\notherwise, except that Advercomm represents that such forecasts, projections and\nforward looking information were prepared in good faith and that Advercomm\nreasonably believes there is a reasonable basis for such forecasts, projections\nand forward looking information. \n\n\n                                       24\n\n\n\n            SECTION 4.6. Certain Changes or Events.\n\n      Other than transactions entered into in connection with this Merger, since\nOctober 1, 1997, the business of Advercomm has been operated only in the\nordinary course, consistent with past practice, and in addition to, and not in\nlimitation of the foregoing: (i) there has been no change in the Condition of\nAdvercomm, except for changes in the ordinary course of business consistent with\npast practice which have not had, in the aggregate, a Material Adverse Effect on\nthe Condition of Advercomm; (ii) there has been no revocation or change in any\nContract or Permit or right to do business, and, to the best knowledge of\nAdvercomm, no change of Laws which has resulted, or could reasonably be expected\nto result, in a material adverse change in the Condition of Advercomm; (iii)\nAdvercomm has not authorized or made any distributions of, or declared or paid\nany dividends, upon or with respect to any of its capital stock, or other equity\ninterests, nor has Advercomm redeemed, purchased or otherwise acquired, or\nissued or sold, any of its capital stock or other equity interests; (iv)\nAdvercomm has not entered into any material transaction, other than in the\nordinary course of business and consistent with past practice; (v) Advercomm has\nnot incurred any indebtedness for borrowed money or made any loans or advances\nto any Person; (vi) there has been no waiver by Advercomm of a valuable right or\nof a material debt owed to it; (vii) Advercomm has not failed to satisfy or\ndischarge any Lien, except in the ordinary course of business and which is not\nmaterial to the Condition of Advercomm (as such business is presently conducted\nand as it is proposed to be conducted); (viii) there has not been any damage,\ndestruction or loss, whether or not covered by insurance, resulting in a\nMaterial Adverse Effect on the Condition of Advercomm (as such business is\npresently conducted and as it is proposed to be conducted); (ix) there has not\nbeen any material change in any compensation arrangement or agreement with any\nemployee of Advercomm; (x) there has not been any sale, assignment or transfer\nof any patents, trademarks, copyrights, trade secrets or other intangible assets\nof Advercomm; (xi) there has not been any resignation or termination of\nemployment of any key officer or employee of Advercomm and Advercomm, to the\nbest of its knowledge, does not know of the impending resignation or termination\nof employment of any such officer or employee; (xii) there has been no receipt\nof notice that there has been a loss of, or material order cancellation by, any\nmajor customer of Advercomm; (xiii) there has been no mortgage, pledge or\ntransfer of a security interest in, or lien, created by Advercomm with respect\nto any of its material properties or assets, except liens for taxes not yet due\nor payable; (xiv) there has been no loans or guarantees made by Advercomm to or\nfor the benefit of its employees, officers or directors, or any members of their\nimmediate families, other than travel advances and other advances made in the\nordinary course of its business; and (xv) there has been no agreement or\ncommitment by Advercomm to do or perform any of the acts described in this\nSection 4.6.\n\n            SECTION 4.7 Title to Assets.\n\n      Advercomm has good and marketable title to all of its assets and\nproperties, free and clear of any Liens, pledges. With respect to any assets or\nproperties it leases, Advercomm holds a valid and subsisting leasehold interest\ntherein, free and clear of any Liens, is in compliance, in all material\nrespects, with the terms of the applicable lease, and enjoys peaceful and\nundisturbed possession under such lease. The assets and properties of Advercomm\nthat are material to the conduct of business as presently conducted or as\nproposed to be conducted by Advercomm are on an overall basis in good operating\ncondition and repair, subject to ordinary wear and tear.\n\n            SECTION 4.8. Contracts.\n\n\n                                       25\n\n\n\n      Advercomm is not a party to, nor is Advercomm or any of its assets or\nproperties bound by, or subject to, any Contracts of the following types, except\nfor those (the \"Advercomm Scheduled Contracts\") listed in Part 4.8 of Schedule\nIV hereto:\n\n                  (a)   any Contracts pursuant to which Advercomm, or another\n      party thereto, is obligated to pay in excess of fifty thousand dollars\n      ($50,000);\n\n                  (b)   any Contracts pursuant to which Advercomm acquired the\n      right to use any Intellectual Property or information that is material to\n      or necessary in the business of Advercomm, or pursuant to which Advercomm\n      has granted to others the right to use, or which otherwise relates to, its\n      Intellectual Property;\n\n                  (c)   any Contracts (other than advances of expenses to\n      employees in the ordinary course of business) involving loans, loan\n      agreements, debt securities, mortgages, deeds of trust, security\n      agreements, suretyships or guarantees;\n\n                  (d)   any Contracts between Advercomm, on the one hand, and\n      any of its Principal Owners, or any Affiliate or relative, or Affiliate of\n      a relative, of any of the foregoing, on the other;\n\n                  (e)   any deferred compensation agreements, bonus, pension,\n      profit sharing, stock option and incentive plans or arrangements,\n      hospitalization, medical and insurance plans, agreements and policies,\n      retirement and severance plans and other employee compensation policies\n      and agreements affecting employees of Advercomm;\n\n                  (f)   any Contracts with any labor union affecting employees\n      of Advercomm;\n\n                  (g)   all partnership, joint venture, shareholders' or similar\n      Contracts with any Person;\n\n                  (h)   all Contracts that limit or contain restrictions on the\n      ability of Advercomm to declare or pay dividends, to make distributions in\n      respect of or to issue or purchase, redeem or otherwise acquire any of its\n      capital stock or require Advercomm to maintain specified financial ratios\n      or levels of net worth or other indicia of financial condition;\n\n                  (i)   any Contracts which restrict Advercomm from freely\n      engaging in business or competing anywhere; and\n\n                  (j)   any Contracts which otherwise are material to the\n      Condition of Advercomm.\n\n      True and correct copies of all Scheduled Contracts have been made\navailable to Interactive, the Subsidiary and Petry. All of the Scheduled\nContracts are in full force and effect and constitute legal, valid and binding\nobligations of Advercomm and, to the best knowledge of Advercomm, the other\nparties thereto; to the best of Advercomm's knowledge, no circumstances exist\nwhich would give rise to an Action against or by Advercomm in connection with\nany Scheduled Contract or any default thereunder; and the validity,\n\n\n                                       26\n\n\n\neffectiveness and continuation of all Scheduled Contracts will not be adversely\naffected by the transactions contemplated by this Agreement or require third\nparty consents.\n\n            SECTION 4.9. Intellectual Property.\n\n            (i)   With respect to any Intellectual Property of any kind in which\nAdvercomm has an interest or which is otherwise used in, or relates to the\nbusiness of, Advercomm, or any Operating IP of Advercomm or trade secret that is\nused in or that relates to its business, Advercomm owns or has the right to use\nsuch Operating IP or trade secret in its business. Advercomm owns or has the\nright to use all Operating IP and trade secrets that are necessary to its\nbusiness.\n\n            (iii) Each Intellectual Property License of Advercomm constitutes a\nlegal, valid, binding and enforceable obligation in accordance with its terms\nagainst Advercomm, and, to the best knowledge of Advercomm, each other Person\nparty thereto, and to the best knowledge of Advercomm is in full force and\neffect. Advercomm has performed all obligations required to have been performed\nby it under each of the Intellectual Property Licenses to which it is a party.\nNeither Advercomm nor, to the best knowledge of Advercomm, any other party\nthereto is in default thereunder, nor, to the best knowledge of Advercomm, is\nthere any event that with notice or lapse of time, or both, would constitute a\ndefault thereunder. Advercomm has not received any notice that any other party\nto any of the Intellectual Property Licenses intends to cancel, terminate or\nrefuse to renew the same or to exercise or decline to exercise any option or\nother right thereunder (other than in the ordinary course of business). No\nlicenses, sublicenses, covenants or agreements have been granted or entered into\nby Advercomm in respect of any of the Operating IP or any material trade secret\nof Advercomm, except the Intellectual Property Licenses. No director, officer,\nshareholder, employee or other Affiliate of Advercomm owns, directly or\nindirectly, in whole or in part, any of the Operating IP or any trade secret\nmaterial used by Advercomm. None of the officers, employees, consultants,\ndistributors, agents, representatives or advisors of Advercomm have entered into\nany agreement relating to Advercomm's business regarding know-how, trade\nsecrets, assignment of rights in inventions, or prohibition or restriction of\ncompetition or solicitation of customers, or any other similar restrictive\nagreement or covenant, whether written or oral, with any Person other than\nAdvercomm.\n\n            (iv)  The consummation of the transactions contemplated hereby will\nnot alter or impair the rights of Advercomm to any of the Operating IP, to any\ntrade secret material to Advercomm, or under any of the Intellectual Property\nLicenses.\n\n            (v)   To the best knowledge of Advercomm, no claim with respect to\nthe Operating IP, any trade secret or any Intellectual Property License is\ncurrently pending or has been asserted or overtly threatened by any Person, nor\ndoes Advercomm know of any grounds for any claim, (A) to the effect that any\noperation or activity of Advercomm presently occurring or contemplated infringes\nor misappropriates any United States or foreign copyright, patent, trademark,\nservice mark or trade secret; (B) to the effect that any other Person infringes\non the Operating IP or misappropriates any trade secret or know-how or other\nproprietary rights of Advercomm; (C) challenging the ownership, validity or\neffectiveness of any of the Operating IP or any trade secret of Advercomm; or\n(D) challenging the license of Advercomm to, or other legally enforceable right\nunder, any Operating IP or the Intellectual Property Licenses.\n\n\n                                       27\n\n\n\n            (vi)  Advercomm is not aware of any presently existing United States\nor foreign patents or any patent applications which, if issued as patents, would\nbe infringed by any activity contemplated by Advercomm.\n\n            SECTION 4.10. Insurance.\n\n      Advercomm does not maintain any insurance policies.\n\n            SECTION 4.11. Labor Union Activities; Employee Relations.\n\n      No employee of Advercomm is represented by any labor union or covered by\nany collective bargaining agreement; nor, to the best knowledge of Advercomm,\nhas any labor union sought to represent any employee of Advercomm. There is no\nstrike or other labor dispute involving Advercomm pending, or to the best\nknowledge of Advercomm, threatened. To the best knowledge of Advercomm, no\nofficer or key employee intends to terminate his employment with Advercomm. To\nthe best knowledge of Advercomm, no officer or key employee of Advercomm is a\nparty to or bound by any Contract, or subject to any restrictions (including,\nwithout limitation, any non-competition restriction), which would restrict the\nright of such person to participate in the affairs of Advercomm.\n\n            SECTION 4.12. ERISA.\n\n      There are no employee benefit plans (as defined in ERISA) covering former\nor current employees of Advercomm, or under which Advercomm has any obligation\nor liability. Advercomm has not incurred any liability under Title IV of ERISA,\nincluding any liability to the Pension Benefit Guaranty Corporation. Advercomm\nmaintains no material Benefit Arrangements. No unfair labor practice has been\nbrought during the last three years against Advercomm.\n\n            SECTION 4.13 Litigation.\n\n      There is no Action pending or, to the best knowledge of Advercomm,\nthreatened against, relating to or affecting Advercomm or affecting any of the\nproperties or assets of Advercomm (including, without limitation, any of their\nPermits), nor, to the best knowledge of Advercomm, is there any basis for any\nsuch Action. Neither Advercomm nor any of its assets or properties are subject\nto any Order of any Governmental Authority which is material to the Condition of\nAdvercomm. There is no Action by Advercomm currently pending or which Advercomm\nintends to initiate.\n\n            SECTION 4.14 Compliance with Laws; Permits.\n\n      Advercomm has not violated or failed to comply with, in any material\nrespect, any Laws to which it or any of its properties or assets are subject.\nAdvercomm has all Permits that are material to the conduct of its business as\npresently conducted and as proposed to be conducted; all such Permits are, and\nas of the Closing will be, in full force and effect; no violations or notices of\nfailure to comply have been issued or recorded in respect of any such Permits.\nAll applications, reports, notices and other documents required to be filed by\nAdvercomm with all Governmental Authorities have been timely filed and are\ncomplete and correct in all material respects as filed or as amended prior to\nthe date hereof. Advercomm has not violated or failed to comply with its\ncertificate of incorporation or by-laws.\n\n\n                                       28\n\n\n\n            SECTION 4.15. Taxes.\n\n      All Returns have been timely filed. All such Returns are true, correct and\ncomplete in all material respects. All Taxes due or claimed to be due from\nAdvercomm have been paid except to the extent reserved against in the Advercomm\nFinancial Information. No income tax return of Advercomm has been audited by the\napplicable Governmental Authority, and there are in effect no waivers of the\napplicable statute of limitations for Taxes in any jurisdiction for Advercomm\nfor any period. The provision for taxes for Advercomm as shown in the Advercomm\nFinancial Information is adequate for taxes due or accrued as of the date\nthereof. Advercomm has not elected pursuant to the Internal Revenue Code of\n1986, as amended (the \"Code\"), to be treated as a Subchapter S corporation or a\ncollapsible corporation pursuant to Section 1362(a) or Section 341(f) of the\nCode, nor has it made any other elections pursuant to the Code (other than\nelections that relate solely to methods of accounting, depreciation or\namortization) that would have a material effect on Advercomm, its financial\ncondition, its business as presently conducted or proposed to be conducted or\nany of their properties or material assets. Advercomm has never had any tax\ndeficiency proposed or assessed against it and has not executed any waiver of\nany statute of limitations on the assessment or collection of any tax or\ngovernmental charge. Since the date of the Advercomm Financial Information,\nAdvercomm has made adequate provisions on their books of account for, all taxes,\nassessments and governmental charges with respect to its business, properties\nand operations for such period. Advercomm has withheld or collected from each\npayment made to each of its employees, the amount of all taxes (including, but\nnot limited to, federal income taxes, Federal Insurance Contribution Act taxes\nand Federal Unemployment Tax Act taxes) required to be withheld or collected\ntherefrom, and has paid the same to the proper tax receiving officers or\nauthorized depositories.\n\n            SECTION 4.16. Books and Records.\n\n      The books of account, ledgers and records of Advercomm accurately and\ncompletely reflect in all material respects all information relating to its\nbusiness; the nature, acquisition, maintenance, location and collection of its\nassets; and the nature of all transactions giving rise to its obligations or\naccounts receivable. The minutes and minute books of Advercomm provided to\nInteractive, the Subsidiary and Petry prior to the date hereof constitute a\ntrue, complete and correct copy of the entire minutes and minute books of\nAdvercomm.\n\n            SECTION 4.17. Environmental Matters.\n\n      The business, assets and properties of Advercomm are and have been\noperated and maintained in compliance with all Environmental Laws. No event has\noccurred which, with or without the passage of time or the giving of notice, or\nboth, would constitute a non-compliance by Advercomm with, or a violation by\nAdvercomm of, the Environmental Laws. Neither Advercomm nor any of its\npredecessor companies have caused or permitted to exist, as a result of an\nintentional or unintentional act or omission, a disposal, discharge or release\nof solid wastes, pollutants or hazardous substances, on or from any site which\ncurrently is or formerly was owned, leased, occupied or used by Advercomm or any\npredecessor company, except where such disposal, discharge or release was in\ncompliance with the Environmental Laws.\n\n\n                                       29\n\n\n\n            SECTION 4.18. Transactions with Affiliates.\n\n      Advercomm has not had any direct or indirect dealings with any Principal\nOwner of Advercomm or with any of his Affiliates, associates (as such term is\ndefined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) or\nrelatives (or Affiliates thereof). Advercomm does not have any obligation to or\nclaim against any Principal Owner of Advercomm, or any of his or its Affiliates,\nassociates or relatives, and no such Person has any obligation to or claim\nagainst Advercomm. All products, services or benefits provided to Advercomm by\nany such Person, or provided by Advercomm to any such Person, are set forth on\nPart 4.18 of Schedule IV and are provided at a charge equal to the fair market\nvalue of such products, services or benefits. To the best knowledge of\nAdvercomm, no Principal Owner of Advercomm, nor any of his Affiliates,\nassociates or relatives, has any direct or indirect interest of any kind in any\nbusiness or entity which is competitive with Advercomm.\n\n            SECTION 4.19. Registration Rights.\n\n      No Person has, and as of the Closing no Person shall have, demand,\n\"piggy-back,\" or other rights to cause Advercomm to file any registration\nstatement under the Securities Act relating to any securities of Advercomm, or\nto participate in any such registration statement.\n\n            SECTION 4.20. No Brokers or Finders.\n\n      Neither Advercomm nor any of its Affiliates have entered or will enter\ninto any agreement pursuant to which Interactive, the Subsidiary, Petry or\nAdvercomm will be liable, as a result of the transactions contemplated by this\nAgreement or any Advercomm Documents, for any claim of any person for any\ncommission, fee or other compensation as finder or broker.\n\n            SECTION 4.21. Investment Company Act.\n\n      Advercomm is not an \"investment company\" nor is Advercomm directly or\nindirectly controlled by or acting on behalf of any Person which is an\n\"investment company\" within the meaning of the Investment Company Act of 1940,\nas amended.\n\n            SECTION 4.22 Disclosure.\n\n      In connection with this Agreement, Advercomm has disclosed to Interactive,\nthe Subsidiary and Petry all material facts and information known to Advercomm\nconcerning Advercomm and its Condition, and has not made any untrue statement of\na material fact or omitted to state any material fact necessary in order to make\nthe statements contained herein or in any other Advercomm Documents not\nmisleading.\n\n            SECTION 4.23 Public Announcements.\n\n      Except as otherwise required by law or by the rules of (or any agreement\nof the parties or their affiliates with) any stock exchange and except as have\nalready been made by the parties prior to the date hereof, Advercomm agrees that\nthere will prior to the Merger be no press releases or other statements with\nrespect to this Agreement or the transactions contemplated hereby and that it\nwill consult with Interactive, the Subsidiary and Petry before issuing any press\nrelease or otherwise making any public statement with respect to this Agreement\nand the transactions contemplated hereby and that Interactive, the Subsidiary,\n\n\n                                       30\n\n\n\nPetry and Advercomm shall not issue any such press release or make any such\npublic statement prior to such consultation and approval of any such release or\nstatement by the other parties.\n\n            SECTION 4.24. Board and Stockholders Recommendation.\n\n      The Board of Directors and Stockholders of Advercomm, each by unanimous\nwritten consent dated February 2, 1998, approved and adopted this Agreement, the\nMerger, and the other transactions contemplated hereby.\n\n            SECTION 4.25. Certificate of Incorporation and By-Laws.\n\n      Advercomm has heretofore furnished to Interactive, the Subsidiary and\nPetry a complete and correct copy of its Certificate of Incorporation and\nBy-Laws, each as amended to date. Such Certificate of Incorporation and By-Laws\nare in full force and effect. Advercomm is not in violation of any of the\nprovisions of its Certificate of Incorporation or By-Laws.\n\n\n                                    ARTICLE V\n\n                            COVENANTS OF THE PARTIES\n\n            SECTION 5.1 Conduct of Business by the Parties Pending the Merger.\n\n            The Parties covenant and agree that, between the date of this\nAgreement and the Effective Time, except as otherwise contemplated by this\nAgreement or unless the other Parties shall otherwise give their prior written\nconsent, the business of each Party shall be conducted only in, and each Party\nshall not take any action except in, the ordinary course of business and in a\nmanner consistent with past practice (including financial and other controls of\neach Party instituted since the commencement of the current fiscal year); each\nParty will use its commercially reasonable efforts to continue its business\ndevelopment activities, to maintain in effect all licenses, approvals, and\nauthorizations, to preserve intact its business organization and to maintain\nexisting relationships with licensors, licensees, suppliers, contractors,\ndistributors, customers, and others having business relationships with it; and\neach Party agrees to cooperate reasonably with each other Party in connection\nwith the foregoing. By way of amplification and not limitation, except as\ncontemplated by this Agreement, no Party shall, between the date of this\nAgreement and the Effective Time, do or agree to do any of the following without\nthe prior written consent of each other Party:\n\n            (a)   amend or otherwise change its Certificate of Incorporation or\nBy-Laws;\n\n            (b)   issue, sell, pledge, dispose of, encumber, or authorize the\nissuance, sale, pledge, disposition, or encumbrance of (i) any shares of capital\nstock of any class, or any options, warrants, convertible securities,\nsubscriptions, or other rights of any kind to acquire any shares of capital\nstock, or any other ownership interest or equity equivalent, of such Party or\nany other securities in respect of, in lieu of, or in substitution for any\noutstanding shares (other than, in the case of Interactive, shares of\nInteractive Common Stock issuable pursuant to the exercise of outstanding\nconvertible preferred stock, convertible debt, \n\n\n                                       31\n\n\n\nwarrants, or Options as set forth in Part 2.2 of Schedule II) or grant or\naccelerate any right to convert or exercise or otherwise amend in any respect\nany such outstanding convertible debt, warrants, or Options or (ii) any material\nassets of such Party, except for sales of goods or services in the ordinary\ncourse of business and in a manner consistent with past practice;\n\n            (c)   declare, set aside, make, or pay any dividend or other\ndistribution, payable in cash, stock, property, or otherwise, with respect to\nany of its capital stock, any other ownership interest or equity equivalent, or\nany other securities, or reclassify, combine, split, subdivide, redeem,\npurchase, or otherwise acquire, directly or indirectly, any such capital stock,\nownership interest, equity equivalent, or other securities, or adopt a plan of\ncomplete or partial liquidation or resolutions providing for or authorizing such\nliquidation or a dissolution, restructuring, recapitalization, or other\nreorganization or, except to the extent required by fiduciary obligations under\napplicable law, a merger or consolidation;\n\n            (d)   (i) except in the ordinary course of business and consistent\nwith past practice, issue any debt securities or assume, guarantee, or endorse\nthe obligations of any other person, except for immaterial amounts; (ii) except\nin the ordinary course of business and consistent with past practice, make any\nloans, advances, or capital contributions to, or investments in, any other\nperson; (iii) pledge or otherwise encumber shares of capital stock of or other\nownership interests or equity equivalents in such Party; or (iv) except in the\nordinary course of business and consistent with past practice, mortgage or\npledge any of their material assets, tangible or intangible, or create or suffer\nto exist any material lien thereupon;\n\n            (e)   enter into, adopt, establish, or (except as may be required by\nlaw) amend or terminate any collective bargaining agreement, bonus, profit\nsharing, thrift, compensation, severance, termination, stock option, stock\nappreciation right, restricted stock, performance unit, stock equivalent, stock\npurchase agreement, pension, retirement, deferred compensation, employment, or\nother employee benefit agreement, trust, plan, fund, or other arrangement for\nthe benefit or welfare of any director, officer, or employee, or (except for\nnormal increases in the ordinary course of business consistent with past\npractice that, in the aggregate, do not result in a material increase in\nbenefits or compensation expenses) increase in any manner the compensation or\nbenefits of any director, officer, or employee or pay any benefit not required\nby any plan or arrangement as in effect as of the date hereof (including,\nwithout limitation, the granting of stock appreciation rights or performance\nunits), or increase the amount or change in any material respect the terms of\nany insurance covering directors or officers;\n\n            (f)   acquire, sell, license, lease, or dispose of any assets\noutside the ordinary course of business which in the aggregate are material to\nsuch Party or enter into any commitment or transaction outside the ordinary\ncourse of business consistent with past practice;\n\n            (g)   change any of the accounting principles or practices used by\nsuch Party;\n\n            (h)   (i) acquire (by merger, consolidation, or acquisition of stock\nor assets) any corporation, partnership, or other business organization or\ndivision thereof or any interest therein; (ii) enter into any partnership, joint\nventure, or similar agreement or arrangement or any contract or agreement other\nthan in the ordinary course of business consistent with past practice; (iii)\nauthorize any new capital expenditure(s) which, individually, is in excess of\n$10,000 or, in the aggregate, are in excess of $50,000; or (iv) amend or modify\nany material \n\n\n                                       32\n\n\n\nexisting agreement, arrangement, or understanding which would increase the\nobligations or impair or diminish the rights of such Party in any material\nrespect;\n\n            (i)   make any tax election or settlement or compromise any income\ntax liability material to such Party; or take any action which would jeopardize\nqualification of the Merger as a reorganization within the meaning of Section\n368(a) of the Code.\n\n            (j)   pay, discharge, or satisfy any claims, liabilities, or\nobligations (absolute, accrued, asserted, or unasserted, contingent or\notherwise), other than the pay ment, discharge, or satisfaction in the ordinary\ncourse of business consistent with past practice or in accordance with their\nterms, of liabilities reflected or reserved against in, or contemplated by, the\nconsolidated financial statements (or the notes thereto) of such Party or\nincurred in the ordinary course of business consistent with past practice,\nexcept for fees and expenses (including legal fees and expenses) incurred in\nconnection with this Agreement, the Stock Purchase Agreement of even date\nherewith and the transactions contemplated hereby and thereby and except as\nrequired by applicable law;\n\n            (k)   enter into (in writing or otherwise) any contract, agreement,\ncommitment, arrangement, or understanding to do any of the foregoing; or\n\n            (l)   take, or agree to take, any action which would make any\nrepresentation or warranty untrue or incorrect in any material respect.\n\n            SECTION 5.2 No Solicitation of Transactions.\n\n            From and after the date hereof through the earlier to occur of the\nEffective Date and the date of termination of this Agreement, each Party shall\nnot, directly or indirectly, through any officer, director, agent, or otherwise,\nsolicit, initiate, or encourage submission of, proposals or offers from any\nperson relating to any acquisition or purchase of all or a substantial portion\nof the assets of, or any equity interest in, such Party or any business\ncombination with such Party or participate in any negotiations regarding, or\nfurnish to any other person any information with respect to, or encourage, any\neffort or attempt by any other person to do or seek any of the foregoing;\nprovided, however, that nothing contained in this Section 5.2 shall prohibit any\nParty or its Board of Directors from making disclosures to such Party's\nstockholders which, in the judgment of the Board of Directors with advice of\ncounsel, may be required under applicable law. Each Party will immediately cease\nand cause to be terminated any existing activities, discussions, or negotiations\nwith any parties conducted heretofore with respect to any of the foregoing, and\nshall immediately demand the return or destruction of any non-public information\nconcerning such Party distributed to other persons for the purpose of soliciting\nor encouraging any of the foregoing.\n\n            SECTION 5.3 Option Plans, Convertible Debt, Options, and Warrants.\n\n      Interactive shall use its best efforts to cause all outstanding shares of\nSeries A Stock and all outstanding debt securities convertible into common stock\nto be converted into Interactive Common Stock and shall use its best efforts to\ncause all warrants exercisable for Interactive Common Stock to be surrendered in\nexchange for Interactive Common Stock. Petry shall use its best efforts to cause\nall outstanding warrants exercisable for Petry Common stock to be surrendered in\nexchange for Petry Common Stock.\n\n\n                                       33\n\n\n\n            SECTION 5.4 Consents and Approvals.\n\n            Each Party shall use commercially reasonable efforts to obtain all\nconsents and approvals required with respect to this Agreement and the\ntransactions contemplated thereby.\n\n            SECTION 5.5 Directors' and Officers' Indemnification.\n\n            From and after the Effective Time, Interactive and the Surviving\nCorporation shall jointly and severally indemnify, defend, and hold harmless the\npresent officers and directors (the \"Indemnified Parties\") of each of Petry and\nAdvercomm against all losses, claims, damages, or liabilities (\"Claims\") arising\nout of actions or omissions occurring at or prior to the Effective Time that are\nbased on or arising out of the fact that such person is or was a director or\nofficer of Petry or Advercomm prior to the Effective Time, including, without\nlimitation, any Claim arising out of this Agreement or the transactions\ncontemplated hereby and thereby, to the greatest extent permissible under\napplicable law.\n\n            SECTION 5.6 Reincorporation in Delaware\n\n            As soon as practicable after the Effective Time, Interactive shall\ntake all such steps as may be required under applicable law for Interactive to\nreincorporate in the State of Delaware.\n\n            SECTION 5.7 Approval of Shareholders.\n\n            Interactive shall as promptly as reasonably practicable take all\naction necessary in accordance with New York Law and its Certificate of\nIncorporation and By-Laws duly to call, convene, and hold a meeting of its\nshareholders. Interactive shall use reasonable efforts to solicit from\nInteractive shareholders proxies in favor of (i) the Merger, (ii) an increase in\nthe number of authorized shares of capital stock to 100,000,000 Common Shares,\npar value $.01 per share, and 30,000,000 Preferred Shares, par value $.01 per\nshare (the \"Amendment Proposal\"), (iii) adoption of the 1998 Interactive\nImaginations, Inc. Stock Incentive Plan, and (iv) the election of the six\nnominees for director set forth on Schedule I.A hereto, and shall take such\nother action as is reasonably necessary to secure the vote of stockholders\nrequired by New York Law to effect the Merger and the transactions contemplated\nthereby.\n\n\n                                   ARTICLE VI\n\n                      ADDITIONAL AGREEMENTS OF THE PARTIES\n\n\n            SECTION 6.1 Access to Information; Confidentiality.\n\n            (a)   Subject to applicable law, from the date hereof to the\nEffective Time, each Party shall afford the officers, employees, and authorized\nagents of each other Party reasonable access, during normal business hours and\nupon reasonable notice, to their respective officers, employees, authorized\nagents, properties, offices, books, and records and shall furnish each other\nParty with its financial and operating data and other information \n\n\n                                       34\n\n\n\nregarding their assets, properties, goodwill, and business as such other Parties\nmay from time to time reasonably request.\n\n            (b)   In the event of the termination of this Agreement (under\nSection 8.1 below), each Party shall, and shall cause their respective\naffiliates and their officers, directors, employees, and agents to (i) return\npromptly every document furnished to them by any other Party or any of its\nofficers, directors, employees, and agents in connection with the transactions\ncontemplated hereby and any copies thereof, and shall use its best efforts to\ncause others to whom such documents may have been furnished promptly to return\nsuch documents and any copies thereof any of them may have made, and (ii)\ndestroy promptly all documents created by them from any data, information, or\ndocument furnished by any other Party or any of its officers, directors,\nemployees, and agents in connection with the transactions contemplated hereby\nand any copies thereof, and shall use its best efforts to cause others to whom\nsuch documents may have been furnished promptly to destroy the same and any\ncopies thereof, other than documents created from data, information or documents\notherwise publicly available.\n\n            (c)   No investigation pursuant to this Section 6.1 or other\ninvestigation shall affect any representations or warranties of the parties\nherein or the conditions to the obligations of the parties hereto.\n\n            SECTION 6.2 Notification of Certain Matters.\n\n            Each Party shall give prompt notice to each of the other Parties of\n(i) the occurrence, or non-occurrence, of any event, the occurrence or\nnon-occurrence of which would be likely to cause any representation or warranty\nof such Party contained in this Agreement to be untrue or inaccurate at or prior\nto the Effective Time and (ii) any failure of a Party to comply with or satisfy\nany covenant, condition or agreement to be complied with or satisfied by it\nhereunder; provided, however, that the delivery of any notice pursuant to this\nSection 6.2 shall not limit or otherwise affect the remedies available here\nunder to the Party receiving such notice.\n\n            SECTION 6.3 Further Action.\n\n            Upon the terms and subject to the conditions hereof, and subject to\nthe exercise by the Boards of Directors of each Party of their fiduciary\nobligations, each of the Parties hereto shall use all reasonable efforts to\ntake, or cause to be taken, all actions and to do, or cause to be done, all\nother things necessary, proper, or advisable to consummate and make effective as\npromptly as practicable the transactions contemplated by this Agreement and to\nobtain in a timely manner all necessary waivers, consents, and approvals and to\neffect all necessary registrations and filings, including, but not limited to:\n(i) reasonable efforts to lift or rescind any injunction or restraining order or\nother order which may be entered; (ii) cooperation in reasonable tax planning\nmeasures in light of the transactions contemplated hereby so long as no action\nshall be required to be taken which would result in adverse tax consequences to\nthe stockholders of the Parties or, if the Merger does not occur, to the\nParties; and (iii) reasonable cooperation in respect of any filings to be made\nin connection with the Merger and the transactions contemplated hereby.\n\n\n                                       35\n\n\n\n            SECTION 6.4 Public Announcements.\n\n            Each Party shall consult with the others before issuing any further\npress release or otherwise making any public statements with respect to the\nMerger and neither shall issue any such press release or make any such public\nstatement, except as may be required by law, without the prior consent of the\nothers, which consent shall not be unreasonably withheld or delayed.\n\n            SECTION 6.5 Government Compliance.\n\n            Each Party agrees promptly to effect all necessary registrations,\nfilings, applications, and submissions of information requested by governmental\nauthorities.\n\n\n                                   ARTICLE VII\n\n                            CONDITIONS OF THE MERGER\n\n\n            SECTION 7.1 Conditions to Obligations of Each Party to Effect the\n                        Merger.\n\n            The respective obligations of each party to effect the Merger shall\nbe subject to the fulfillment at or prior to the Effective Time of the following\nconditions:\n\n            (a)   The shareholders of Interactive shall have approved and\nadopted: (i) this Agreement; (ii) the Amendment Proposal; and (iii) the election\nof the six nominees for director set forth on Schedule I.A hereto, in each case\nby the requisite vote of the shareholders of Interactive in accordance with its\nCertificate of Incorporation and New York state law.\n\n            (b)   Each Party shall have received evidence, in form and substance\nreasonably satisfactory to each other Party, that such licenses, permits,\nconsents, approvals, authorizations, qualifications, orders of governmental\nauthorities, and third parties as are required in connection with the\nconsummation of the transactions contemplated hereby or necessary to conduct the\nbusiness of each Party as presently conducted have been obtained and are in full\nforce and effect other than those which, if not obtained, would not, either\nindividually or in the aggregate, have a Material Adverse Effect on such Party.\n\n            (c)   At the Effective Time, there shall be no effective injunction,\nwrit, or preliminary restraining order or any order of any nature issued by a\ncourt or governmental agency of competent jurisdiction directing that the\ntransactions provided for herein not be consummated as herein provided.\n\n            (d)   Each Party shall in all material respects have performed each\nobligation to be performed by it hereunder on or prior to the Effective Time.\n\n            (e)   The representations and warranties of each Party set forth in\nthis Agreement shall be true and correct in all material respects at and as of\nthe Effective Time as if made at and as of such time, except for changes\ncontemplated by this Agreement and by the Disclosure Schedule and except to the\nextent that any such representation or warranty is made as of a specified date,\nin which case such representation or warranty \n\n\n                                       36\n\n\n\nshall have been true and correct in all material respects as of such date.\n\n            (f)   Each Party shall have received an opinion from counsel to each\nother Party, dated the Closing Date, in form and substance reasonably\nsatisfactory to such Party, as to (i) the valid existence and good standing of\nsuch Party in its jurisdiction of incorporation, (ii) the corporate power and\nauthority of such Party to own its properties and to conduct its business, (iii)\nthe corporate power and authority of such Party to execute and deliver this\nAgreement and the due authorization thereof, (iv) the due execution and delivery\nand enforceability of this Agreement, (v) the absence of conflicts with the\ncharter, bylaws or material agreements of such Party, (vi) the absence of\nmaterial consents or approvals required to consummate the transactions\ncontemplated by this Agreement, and (vii) the absence of litigation regarding\nthe transaction.\n\n            (g)   All actions, proceedings, instruments, and documents required\nto carry out the transactions contemplated hereby or incidental hereto and all\nother related legal matters shall have been reasonably satisfactory to and\napproved by counsel for each Party and such counsel shall have been furnished\nwith such certified copies of such corporate actions and proceedings and such\nother instruments and documents as it shall have reasonably requested.\n\n            (h)   There shall not have been any action taken, or any statute,\nrule, regulation, or order enacted, promulgated, or issued or deemed applicable\nto the Merger by any Federal or state government or governmental authority or\ncourt, which would (i) prohibit the Surviving Corporation's or Interactive's\nownership or operation of all or a material portion of Petry's or Advercomm's\nbusiness or assets, or compel the Surviving Corporation or Interactive to\ndispose of or hold separate all or a material portion of Petry's or Advercomm's\nbusiness or assets, as a result of the Merger; (ii) render the Subsidiary unable\nto consummate the Merger; (iii) make such consummation illegal; or (iv) impose\nor confirm material limitations on the ability of Interactive effectively to\nexercise full rights of ownership of shares of the capital stock of the\nSurviving Corporation, including without limitation, the right to vote any such\nshares on all matters properly presented to the stockholders of the Surviving\nCorporation, and no such action shall have been taken or any such statute, rule,\nregulation, or order enacted, promulgated, issued, or deemed applicable to the\nMerger which in the reasonable judgment of Interactive will produce such result.\n\n            (i)   Interactive shall have obtained the approval, agreement and\/or\nconsent of its security holders as contemplated by Section 5.3 and all shares of\nSeries A Stock, all outstanding debt securities of Interactive and all warrants\nexercisable for Interactive Common Stock shall have been converted or exercised\nor shall be subject to mandatory conversion or exercise into a number of shares\nof Interactive Common Stock less than or equal to 5,899,322 shares.\n\n            (j)   All warrants to purchase shares of Petry Common Stock shall\nhave been exercised.\n\n            (k)   Each Party shall have obtained change of control waivers from\nof its employees that are party to an employment contract that provides for\nbenefits upon the occurrence of a change in control.\n\n\n                                       37\n\n\n\n            (l)   The investment of at least $10,000,000 in the securities of\nInteractive, pursuant to the Securities Purchase Agreement, a draft of which is\nattached hereto as Exhibit E, shall have been consummated substantially on the\nterms set forth in such securities purchase agreement, in the draft Restated\nCertificate of Incorporation attached hereto as Exhibit F, and in the form of\nWarrant attached hereto as Exhibit G, and the Shareholders' Agreement and\nRegistration Rights Agreement attached hereto as Exhibit H and Exhibit I shall\nhave been duly executed by all parties thereto substantially in the form\nattached hereto;\n\n            (m)   Petry and Advercomm shall have obtained from each of their\nstockholders a letter agreement in the form attached as Exhibit J hereto,\nrelating to certain tax matters.\n\n            (n)   The Related Agreements contemplated by Section 1.9 shall have\nbeen executed and delivered by the parties thereto;\n\n            (o)   Each Party shall have received a certificate of each other\nParty, dated the Closing Date, signed by the Chief Executive Officer of such\nParty, to the effect that, to the best of the knowledge, information, and belief\nof such officer, all of the conditions set forth above have been fulfilled.\n\n            (p)   Each Party shall have received a certificate of each other\nParty, dated the Closing Date, signed by the Chief Executive Officer of such\nParty, as to such other matters as may be reasonably requested by the Parties,\nincluding, but not limited to, certificates with respect to the Party's\nCertificate of Incorporation, By-laws, Board of Directors' resolutions relating\nto the transactions contemplated hereby and the incumbency and signatures of\neach of the officers of the Party who shall execute on behalf of the Party any\ndocument delivered on the Closing Date.\n\n\n                                  ARTICLE VIII\n\n                       TERMINATION, AMENDMENT, AND WAIVER\n\n\n            SECTION 8.1 Termination.\n\n            This Agreement may be terminated at any time prior to the Effective\nTime, whether prior to or after approval hereof by the stockholders of the\nParties:\n\n            (i)   By mutual written consent duly authorized by the Boards of\nDirectors of each Party;\n\n            (ii)  By any Party if the Board of Directors of any other Party\nshall have withdrawn or modified its approval or recommendation of this\nAgreement or the Merger or shall have approved or recommended another offer or\nproposal;\n\n            (iii) By any Party if Interactive shall not have obtained the\nconsents and approvals of its security holders and caused to be effected the\nconversion or exercise of all Series A Stock, convertible debt securities and\nwarrants as contemplated by Section 5.3 and 7.1(i);\n\n\n                                       38\n\n\n\n            (iv)  By any Party if the Merger shall not have been consummated by\nFebruary 20, 1998, unless the absence of such consummation shall be due to the\nfailure of the Party seeking to terminate this Agreement (or its affiliates) to\nperform its obligations under this Agreement required to be performed by it at\nor prior to the Effective Time;\n\n            (v)   By any Party, if the stockholders of Interactive fail to\napprove and adopt this Agreement and the Merger;\n\n            (vi)  By any Party if a United States or state governmental\nauthority, agency, or commission or United States or state court of competent\njurisdiction shall have issued an order, decree, or ruling or taken any other\naction (which order, decree, ruling, or action the Parties hereto shall use\ntheir best efforts to lift), in each case permanently restraining, enjoining, or\notherwise prohibiting the Merger, and such order, decree, ruling, or action\nshall have become final and non-appealable; or\n\n            (vii) By any Party if any other Party shall breach or fail to\nperform in any material respect any of its material covenants or agreements\ncontained herein.\n\n            SECTION 8.2 Effect of Termination.\n\n            In the event of termination of this Agreement as provided in Section\n8.1, (i) there shall be no liability or further obligation on the part of any\nParty hereto except as set forth in Sections 8.3 and 9.1 hereof and (ii) nothing\nherein shall relieve any Party from liability for any breach of this Agreement.\n\n            SECTION 8.3 Fees and Expenses.\n\n            All costs and expenses incurred in connection with this Agreement\nand the transactions contemplated hereby shall be paid by the Party incurring\nsuch expenses. No Party shall incur liability to its stockholders for any such\nfees and expenses.\n\n            SECTION 8.4 Amendment.\n\n            This Agreement may be amended by the parties hereto by action taken\nby or on behalf of their respective Boards of Directors at any time prior to the\nEffective Time; provided, however, that, after approval of the Merger by the\nstockholders of the Parties, no amendment may be made which would change the\nPetry Merger Consideration or the Advercomm Merger Consideration. This Agreement\nmay not be amended except by an instrument in writing signed by the Parties\nhereto.\n\n            SECTION 8.5 Waiver.\n\n            At any time prior to the Effective Time, any party hereto may (a)\nextend the time for the performance of any of the obligations or other acts of\nthe other parties hereto, (b) waive any inaccuracies in the representations and\nwarranties contained herein or in any document delivered pursuant hereto, and\n(c) waive compliance with any of the agreements or conditions contained herein.\nAny such extension or waiver shall be valid if set forth in an instrument in\nwriting signed by the parties hereto. The failure of any party hereto to assert\nany of its rights hereunder shall not constitute a waiver of such rights.\n\n\n                                       39\n\n\n\n                               ARTICLE IX\n\n                           GENERAL PROVISIONS\n\n\n            SECTION 9.1 Survival of Representations, Warranties, and Agreements.\n\n            The representations, warranties, and agreements in this Agreement\nshall terminate at the Effective Time or upon the termination of this Agreement\npursuant to Section 8.1, as the case may be, except that the agreements set\nforth in Sections 1.6 and 1.7 and 6.5 shall survive the Effective Time\nindefinitely and those set forth in 6.1(b) and 6.4 shall survive termination\nindefinitely.\n\n            SECTION 9.2 Notices.\n\n            All notices and other communications given or made pursuant hereto\nshall be in writing and shall be deemed to have been duly given or made as of\nthe date delivered, if delivered personally or mailed by registered or certified\nmail (postage prepaid, return receipt requested) or sent by Federal Express or\nsimilar overnight delivery or courier service or by telecopy to the parties at\nthe following addresses (or at such other address for a party as shall be\nspecified by like notice):\n\n            (a)   if to Interactive or the Subsidiary:\n\n                  915 Broadway, Suite 1608\n                  New York, New York  10010\n                  Attention:  Michael P. Paolucci\n\n                  with a copy to:\n\n                  Carter Ledyard &amp; Milburn\n                  Two Wall Street\n                  New York, NY  10005\n                  Attention:  David McDonald, Esq.\n\n\n                                       40\n\n\n\n            (b)   if to Petry:\n\n                  1290 Avenue of the Americas\n                  New York, New York  10104\n                  Attention:  David J. Moore\n\n                  with a copy to:\n\n                  Proskauer Rose LLP\n                  1585 Broadway\n                  New York, New York  10036\n                  Attention:  Mark E. Moran, Esq.\n\n            (c)   if to Advercomm:\n\n                  125 E. 55th Street\n                  New York, New York  10019\n                  Attention:  Jay Friesel\n\n                  with a copy to:\n\n                  Duquette &amp; Tipton LLP\n                  405 Lexington Avenue, Suite 4500\n                  New York, New York  10174\n                  Attention:  David Duquette, Esq.\n\n\n            SECTION 9.3 Headings.\n\n            The headings contained in this Agreement and the Disclosure\nSchedules are for reference purposes only and shall not affect in any way the\nmeaning or interpretation of this Agreement or the Disclosure Schedule.\n\n            SECTION 9.4 Entire Agreement.\n\n            This Agreement constitutes the entire agreement and supersedes all\nprior agreements and undertakings, both written and oral, among the parties, or\nany of them, with respect to the subject matter hereof and, except as otherwise\nexpressly provided herein, is not intended to confer upon any other person any\nrights or remedies hereunder.\n\n            SECTION 9.5 Parties in Interest; Assignment.\n\n            This Agreement shall not be assigned by operation of law or\notherwise. This Agreement shall be binding upon and inure solely to the benefit\nof each party hereto, and nothing in this Agreement, express or implied, is\nintended to confer upon any other person any rights or remedies of any nature\nwhatsoever under this Agreement, except that any of the Indemnified Parties\nshall be entitled after the Effective Time to enforce the provisions of Section\n6.1.\n\n            SECTION 9.6 Governing Law.\n\n            This Agreement shall be governed by, and construed in accordance\nwith, the laws of the State of New York applicable to contracts executed in and\nto be performed in that State, without regard to conflicts of laws, except that\nDelaware Law shall apply to the Merger.\n\n            SECTION 9.7 Counterparts.\n\n            This Agreement may be executed in one or more counterparts, and by\nthe different parties hereto in separate counterparts, each of which when\nexecuted shall be deemed to be an original but all of which taken together shall\nconstitute one and the same agreement.\n\n\n                                       41\n\n\n\n            SECTION 9.8 Severability.\n\n            If any provision of this Agreement is invalid, illegal, or\nunenforceable, the balance of this Agreement shall remain in effect, and if any\nprovision is inapplicable to any person or circumstance, it shall nevertheless\nremain applicable to all other persons and circumstances.\n\n            SECTION 9.9 Specific Performance.\n\n            Since a breach of the provisions of this Agreement could not\nadequately be compensated by money damages, any Party shall be entitled, in\naddition to any other right or remedy available to it, to an injunction\nrestraining such breach or a threatened breach and to specific performance of\nany such provision of this Agreement, and in either case no bond or other\nsecurity shall be required in connection therewith, and the parties hereby\nconsent to the issuance of such injunction and to the ordering of specific\nperformance.\n\n\n                                       42\n\n\n\n            IN WITNESS WHEREOF, Interactive, the Subsidiary, Petry and Advercomm\nhave caused this Agreement to be executed as of the date first written above by\ntheir respective officers thereunto duly authorized.\n\n\n                              INTERACTIVE IMAGINATIONS, INC.\n\n\n\n\n                                        By: \/s\/ Michael P. Paolucci             \n                                            --------------------------------\n                                            Michael P. Paolucci\n                                            Chairman and Chief Executive Officer\n                                        \n                                        \n                                        \n                                        24\/7 ACQUISITION CORP.\n                                        \n                                        \n                                        \n                                        By: \/s\/ David J. Moore\n                                            --------------------------------\n                                            David J. Moore\n                                            Chief Executive Officer\n                                        \n                                        \n                                        \n                                        PETRY INTERACTIVE, INC.\n                                        \n                                        \n                                        \n                                        By: \/s\/ David J. Moore\n                                            --------------------------------\n                                            David J. Moore\n                                            Chairman and Chief Executive Officer\n                                        \n                                        \n                                        \n                                        ADVERCOMM, INC.\n                                        \n                                        \n                                        \n                                        By: \/s\/ Jacob I. Freisel\n                                            --------------------------------\n                                            Jacob I. Friesel\n                                            Chairman and Chief Executive Officer\n\n\n                                       43\n\n\n\n                                  SCHEDULE IA.\n\n\n\n                                 David J. Moore\n                               Michael P. Paolucci\n                                Jacob I. Friesel\n                                   Jack Rivkin\n                                  Ronald Celmer\n                                 Kristopher Wood\n\n\n                                       44\n\n\n\n\n                                  SCHEDULE IB.\n\n\n\n                  David J. Moore             Chief Executive Officer \n                  Jacob I. Friesel           Executive Vice President\n                  Gary Cecchini              Senior Vice President\n                  Scott Cohen                Senior Vice President\n                  Mark Burchill              Senior Vice President\n                  Geoffrey Judge             Senior Vice President\n                                   \n\n                                   45\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6536],"corporate_contracts_industries":[9503],"corporate_contracts_types":[9622,9626],"class_list":["post-43080","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-247-media-inc","corporate_contracts_industries-services__advertising","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43080","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43080"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43080"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43080"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43080"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}