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Form Of Series A Preferred Stock Purchase Agrmt.

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Sectors: Retail, Internet
Effective Date: December 31, 1987
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STOCK PURCHASE AGREEMENT


AGREEMENT made this 31st day of December, 1987, by and between TELEBASE SYSTEMS, INC., a Pennsylvania business corporation located a 763 West Lancaster Avenue, Bryn Mawr, Pennsylvania 19010 (the "Company"), and DILWORTH, PAXSON, KALISH & KAUFFMAN, a Pennsylvania partnership located at 2600 The Fidelity Building, 123 South Broad Street, Philadelphia, Pennsylvania 19109 ("DPKK"), or its assignees or nominees.


BACKGROUND


DPKK has acted as the Company's independent legal counsel during the calendar year 1987, and has performed legal services for the Company in calendar year 1987. The outstanding balance owing to DPKK for such legal services as of December 23, 1987 is $100,558.10. The Company desires to satisfy $100,000.00 of its obligation to DPKK by entering into this Agreement, providing for the issuance of 80,000 shares of its Series A Preferred Stock (the "Stock") to DPKK. DPKK is willing to enter into this Agreement, providing for the issuance of the Stock to DPKK or its as assignees or nominees, as full payment of the Company's obligations owing to it as of the date hereof, on the terms and conditions contained herein.


NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, intending to be legally bound, the parties agree as follows:


1. Sale and Purchase. Subject to the terms and conditions contained in this Agreement, the Company shall sell to DPKK and DPKK shall purchase from the Company, at the Closing (hereinafter defined), the Stock. The purchase price for the Stock is $1.25 per share, for a total purchase price of $100,000.00 (the "Purchase Price").


2. Delivery of Shares; Payment of Purchase Price. The closing of the transactions contemplated hereunder (the "Closing") shall take place on January 27, 1988, at the offices of DPKK, or on such other date and at such other place as the parties agree. At the Closing, the Company shall deliver to DPKK a stock certificate or certificates, registered in the name of DPKK or its assignees or nominees, representing the Stock; and DPKK shall deliver a release of indebtedness in the full amount it of the Purchase Price.


3. Representations and Warranties of the Company. The Company represents and warrants to DPKK that the statements contained in Section 4 of a Note Purchase Agreement dated October 30, 1987 between the Company and Gary M. Lauder, attached hereto as Exhibit B (the "Note Purchase Agreement"), are true and correct on the date hereof, and shall be true and correct on the date of Closing. For the purposes of this Agreement, references in the Note Purchase Agreement to "this Agreement" shall mean both this Agreement and the Note Purchase Agreement. Reference to the "Lender" shall mean DPKK. Except as otherwise provided herein, all other capitalized terms in the Note Purchase Agreement shall have the meanings ascribed to them therein.


4. Representations and Warranties of DPKK
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