Gomberg agreement

AGREEMENT

The purpose of this Agreement (the "Agreement") is to set forth certain binding agreements between The Aquatic Gardeners Association, Inc.(“AGA”), a Massachusetts corporation, and David Gomberg (“Gomberg”) of San Francisco, California, with respect to a transaction in which AGA proposes to purchase certain assets of Gomberg (the “Transaction”), subject to the terms and conditions of this Agreement.

1 Background. Gomberg and AGA share complementary missions that strive to inform the public and increase interest in matters pertaining to aquaria and aquatic plants. AGA and Gomberg believe that there may be material opportunities to pursue those missions more effectively through an acquisition of certain assets of Gomberg by AGA. Gomberg has decided to cease publication of the magazine Planted Aquaria (“PAM”) and Gomberg has offered back issues of PAM to PAM subscribers in place of future issues owed them on their unexpired subscription.

2 Transaction. To effect the Transaction, AGA would purchase certain assets for a combination of cash and subscription rights of AGA.

a. Gomberg shall deliver to AGA the complete list of all PAM subscribers from the inception of the magazine, in both computer readable form and hard copy. The list shall consist of, at a minimum, name and address of the subscriber, and the number of issues received and the number of issues remaining.

b. Gomberg shall deliver to AGA all existing copies of PAM in his possession ( with exception that Gomberg may keep up to 4 copies of each issue for his personal use), and all articles written for inclusion in future issues.

c. AGA shall provide three (3) months of membership in AGA for each issue of PAM remaining to each subscriber's PAM subscription. In return for this Gomberg shall give AGA one (1) back issue of PAM for each 3 month AGA membership given to PAM subscribers in place of their remaining issues owed by PAM.

d. AGA shall pay to Gomberg the sum of two dollars ($2.00) for each copy of PAM delivered by Gomberg under subsection b above, less the issues of PAM given to AGA by Gomberg in accordance with subsection c above.

3 Closing. Subject to the satisfaction or waiver by both parties of all conditions specified in this Agreement, the closing (“Closing”) hereunder shall take place on December 31, 2001 (hereinafter referred to as the “Closing Date”), at such time and place as may be agreed to by the parties, at which time all documents to be delivered and all actions to be taken on the Closing Date pursuant to the terms and conditions of this Agreement shall be delivered or taken.

4 Exclusivity. Gomberg will not pursue any sale of the assets described in this Agreement with any other person or entity while this Agreement or any extension hereof or thereof is in effect, provided, however, prior to December 31, 2001, Gomberg may deliver issues of PAM to current subscribers in accordance with their subscription or with Section 1 above.

5 Public Disclosures. Gomberg and AGA will jointly develop a strategy for communication to the public concerning the proposed sale of assets. Gomberg and AGA agree not to disclose the contents or existence of this MOU to any third party without the prior consent of the other party. The text and timing of any public announcement relating to the transactions contemplated hereby will require the prior approval of Gomberg and AGA.

6 Warranty. Gomberg warrants that he holds good and marketable title, license to or leasehold interest in all of the assets transferred, including subscriber lists, and has the complete and unrestricted power and the unqualified right to sell, assign and deliver the assets to AGA. Upon consummation of the transactions contemplated by this Agreement, AGA will acquire good and marketable title, license or leasehold interest to the assets free and clear of any encumbrances and there exists no restriction on the use or transfer of the assets. No person other than Gomberg has any right or interest in the assets.

7 Termination. If the transaction contemplated hereby is not completed by December 1, 2001 either party hereto may terminate this Agreement by written notice at any time thereafter and this Agreement shall then have no further force and effect and the parties shall have no further obligations hereunder. Each party is responsible for its own expenses incurred in evaluating, negotiating and consummating the Transaction.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Memorandum of Understanding on the 10th day of December 2001.

The Aquatic Gardeners Association, Inc.

By: _____________________

David A. Lass, its Treasurer and Clerk

David Dave Gomberg

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