AMREP CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exh10d.txt
<TEXT>
                                                                   EXHIBIT 10(d)

             CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2
     Certain portions, indicated by [***] of this exhibit have been omitted
   pursuant to a request for confidential treatment under Rule 24b-2 under the
      Securities Exchange Act of 1934. The omitted portions have been filed
             separately with the Securities and Exchange Commission.

                   AMENDED AND RESTATED DISTRIBUTION AGREEMENT

     THIS AGREEMENT is made and entered into at Fort Washington, Pennsylvania as
of the 30th day of April,  2006 by and between KAPPA PUBLISHING  GROUP,  INC., a
Delaware  corporation  and its  Affiliates,  whose  place of business is at 6198
Butler Pike, Blue Bell,  Pennsylvania 19422 (collectively  hereafter referred to
as PUBLISHER) and KABLE  DISTRIBUTION  SERVICES,  INC., a Delaware  corporation,
whose place of business is at 505 Park  Avenue,  New York,  NY 10022  (hereafter
referred to as DISTRIBUTOR).

                               W I T N E S S E T H
                               - - - - - - - - - -

     WHEREAS,  PUBLISHER is a party to a Distribution  Agreement dated August 4,
1993, as amended (as so amended,  the "Original  Distribution  Agreement") which
provides for the distribution of PUBLISHER's titles; and

     WHEREAS, by assignment,  DISTRIBUTOR has succeeded to the rights and duties
of the distributor under the Original Distribution Agreement; and

     WHEREAS,  PUBLISHER and DISTRIBUTOR wish to amend certain provisions of the
Original Distribution Agreement; and

     WHEREAS,  PUBLISHER  and  DISTRIBUTOR  have agreed to amend and restate the
Original Distribution  Agreement in its entirety to reflect the changes required
by the parties; and

     WHEREAS,  PUBLISHER  and  DISTRIBUTOR  agree  that the  provisions  of this
Agreement  shall apply solely to  Publications  published  by PUBLISHER  and its
Affiliates.

     NOW THEREFORE,  for and in  consideration  of the mutual  covenants  herein
contained,  and other good and valuable consideration,  the parties hereby agree
as follows:

1. DEFINITIONS
   -----------

     (a)  "Affiliate"  of any Person shall mean any other Person  controlling or
controlled  by or under  common  control  with such  specified  Person.  For the
purposes of this definition,  "control," when used with respect to any specified
Person,  shall mean the power to direct the management,  policies or investments
of such Person, directly or indirectly,  whether through the ownership of voting
securities,   by  contract  or  otherwise,   and  the  terms  "controlling"  and
"controlled"  shall have meanings  correlative to the  foregoing.  Affiliates of
PUBLISHER shall include Kappa Entertainment  Group, Inc. and Kappa Puzzle Group,
Inc.


<PAGE>

     (b)  "Average  Net  Sale  Percentage"  with  respect  to  each  issue  of a
Publication  shall mean the  quotient of the Net  Billings  with  respect to the
Measurement  Issues (determined by reference to the Settlement Payment Publisher
Statements,  as defined in Paragraph 15, or comparable  statements,  as the case
may be, as referred to in the definition of Measurement  Issues)  divided by the
Publisher's  Gross Billings with respect to such Measurement  Issues  (similarly
determined).  When the context  requires,  Average Net Sale Percentage  shall be
calculated  separately for one or more Distributor's  Sales Outlets,  or for all
Distributor's Sales Outlets combined.

     (c) "Change of Control" with respect to any Person shall mean

          (i) That any "person" or "group"  within the meaning of Sections 13(d)
     and  14(d)(2) of the  Exchange  Act (x) becomes the  "beneficial  owner" as
     defined in Rule 13d-3  promulgated under the Exchange Act of more than 50%,
     of the then outstanding  voting  securities of such Person, or (y) acquires
     by proxy,  contract  or  otherwise  the right to vote for the  election  of
     directors  (or  similar  such  managing  individuals),  for any  merger  or
     consolidation of such Person, or for any other matter or question more than
     50% of the then outstanding voting securities of such Person; or

          (ii) That during any period of  twenty-four  (24)  consecutive  months
     (not  including  any period prior to the date of this  Agreement),  Present
     Directors  and/or  New  Directors  cease  for any  reason to  constitute  a
     majority  of the Board of  Directors  (or similar  governing  body) of such
     Person. For purposes of the preceding  sentence,  "Present Directors" shall
     mean individuals who at the beginning of such consecutive twenty-four month
     period were members of the Board of Directors (or similar  governing  body)
     of such Person and "New  Directors"  shall mean any director whose election
     by the Board of  Directors  (or similar  governing  body) of such Person or
     whose nomination for election by such Person's stockholders was approved by
     a vote of a least two-thirds of the directors then still in office who were
     Present Directors or New Directors.

     (d)  "Completion  of Shipping"  with respect to each issue of a Publication
shall mean the date the  PUBLISHER's  printer  completed  shipping all copies of
such issue to  Distributor's  Sales  Outlets in  accordance  with  DISTRIBUTOR's
shipping instructions as stated on the Printer's Completion Notice.

     (e) "Cover  Price" with respect to each issue of a  Publication  shall mean
the suggested  retail selling price of such issue specified on the cover of each
copy thereof.

     (f) "Distributor's Estimated Final Net Billings" with respect to each issue
of a  Publication  shall mean the product of the Average Net Sale  Percentage of
such  Publication  (using the  Completion of Shipping as the  calculation  date)
multiplied by the Publisher's  Billing Price of such issue and multiplied by the
number  of  copies  of such  issue  shipped  in  accordance  with the  Printer's
Completion  Notice;   provided,   however,   that  Returns  of  issues  of  such
Publication,  the On-Sale  Dates of which are prior to those of the  Measurement
Issues,  which  have  not  previously  been  accounted  for may be  deducted  in
computing  Distributor's Estimated Final Net Billings. In the event there are no


                                       2
<PAGE>

Measurement  Issues of such  Publication  as of such date,  the Average Net Sale
Percentage  for  purposes  of  determining  Distributor's  Estimated  Final  Net
Billings shall mean the Average Net Sale Percentage of other  Publications which
have editorial  content similar to that of the Publication  (e.g., all Word-Find
Publications, all Crossword Publications, or all Wrestling Publications), and if
there are no such similar Publications, Average Net Sale Percentage for purposes
of determining Distributor's Estimated Final Net Billings shall mean the Average
Net Sale Percentage of all Publications  with the same publication  frequency as
that of such Publication as of such Completion of Shipping,  and if there are no
Publications  with the same publication  frequency as that of such  Publication,
Average Net Sale Percentage for purposes of determining  Distributor's Estimated
Final  Net  Billings  shall  mean  the  Average  Net  Sale   Percentage  of  all
Publications.  When the  context  requires,  Distributor's  Estimated  Final Net
Billings shall be calculated  separately for Foreign Distributor's Sales Outlets
as a group and for non-Foreign Distributor's Sales Outlets as a group.

     (g) "Distributor's Sales Outlets" shall mean customers of DISTRIBUTOR.

     (h) "Effective Date" shall mean January 1, 2006

     (i)  "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
amended.

     (j) "Exchange  Rate" shall mean the cash (as  contrasted  with the forward)
rate at which a currency  other  than U.S.  Dollars  is  convertible  into U. S.
Dollars,  as published  in the Exchange  Rates table (or  comparable  table,  if
renamed)  of the  Wall  Street  Journal,  or if such  information  is no  longer
published  in such  newspaper,  as published  by Telerate  Systems,  and if such
information  is no longer  published  by  Telerate  Systems,  by such  reputable
financial  information  publishing  company as may be mutually  agreeable to the
parties.

     (k)  "Measurement  Issues"  with  respect  to  a  calculation  date  and  a
Publication  shall mean (i) the last three (3) issues of such  similarly  priced
Publication if such Publication is published  monthly or more  frequently,  (ii)
the last two (2) issues of such similarly priced Publication if such Publication
is published at least quarter  annually but not as  frequently  as monthly,  and
(iii) the last issue of such similarly priced Publication if such Publication is
published less frequently than quarter annually, in each such case as to which a
Settlement  Payment  Publisher  Statement  (as  defined  in  Paragraph  15),  or
comparable  such  statement  if rendered by another  distributor  or pursuant to
another distribution agreement,  has been issued prior to such calculation date.
In any case where Settlement  Payment  Publisher  Statements (or such comparable
statements as the case may be) for fewer than the indicated number of issues are
available,  the  Measurement  Issues  shall  refer to such  fewer  issues as are
available.

     (l) "Net Billings"  with respect to each issue of a Publication  shall mean
Publisher's  Gross Billings with respect to such issue, less Return Credits with
respect to such issue.

     (m) "Notice" shall mean a communication  between the parties which conforms
to the requirements of Paragraph 25.

     (n) "Off-Sale Date" with respect to each issue of a Publication  shall mean
the On- Sale  Date of such  Publication's  next  issue,  or such  other  date as
designated  by  PUBLISHER  that all  copies of such  issue are  scheduled  to be

                                       3
<PAGE>

removed from retail outlets for sale to the general public.

     (o) "On-Sale  Date" with respect to each issue of a Publication  shall mean
the date  designated  by PUBLISHER  that such issue is scheduled to be placed in
retail outlets for sale to the general public.

     (p)  "Outside  Deadline  for  Returns"  with  respect  to each  issue  of a
Publication  shall mean [***]  days  after the  Off-Sale  Date of such issue for
non-Foreign  Distributor's Sales Outlets, and [***] days after the Off-Sale Date
of such issue for Foreign Distributor Sales Outlets.

     (q) "Person" shall mean an individual,  a  corporation,  a partnership,  an
association,  a joint stock company,  a joint venture,  an estate,  a trust,  an
unincorporated   organization  or  a  government,   governmental   unit  or  any
subdivision thereof or any other entity.

     (r)  "Printer's  Completion  Notice"  with  respect  to  each  issue  of  a
Publication  shall mean a notice  delivered  to  DISTRIBUTOR  and executed by an
appropriate representative of the printer of such issue, which shall specify the
number  of  copies  of such  issue  shipped  in  accordance  with  DISTRIBUTOR'S
instructions, and the date of completion of such shipping.

     (s) "Publisher's  Billing Price" with respect to each copy of each issue of
a  Publication  shall be in an  amount  equal  to  [***]  of Cover  Price of all
Publications.

     (t)  "Publisher's   Gross  Billings"  with  respect  to  each  issue  of  a
Publication shall mean the product of Publisher's  Billing Price with respect to
such  issue  multiplied  by  the  number  of  copies  distributed  hereunder  in
accordance with the Printer's Completion Notice with respect to such issue.

     (u)  "Publication(s)"  shall  mean the  title(s)  listed  on  Schedule  "A"
attached hereto including any "one-shots,"  annuals or titles derived therefrom,
as  amended  from time to time to include  any  additional  titles  subsequently
covered by the terms  hereof as provided  herein or as provided by  agreement of
the parties.

     (v) "RDA"  shall  mean a retail  display  allowance  offered  by  PUBLISHER
pursuant  to  a  program  to  retailers  engaged  in  the  sale  of  PUBLISHER's
Publication(s)  for  (i)  each  copy  sold  of each  Publication  and/or  (ii) a
specified position in a retailer sales fixture.

     (w) "Returns"  with respect to each issue of a  Publication  shall mean any
and all copies of such issue returned for credit by Distributor's  Sales Outlets
pursuant  to  Paragraph  9 hereof and for which  DISTRIBUTOR  has issued  such a
credit.

     (x) "Return Credit" with respect to each issue of a Publication  shall mean
the product of Publisher's  Billing Price with respect to such issue  multiplied
by the number of Returns of such issue.

     (y)  "Territory"  shall  mean the  United  States  of  America  and all its
possessions,  all Army and Fleet Post Office  designations,  and the Dominion of
Canada, and the rest of the world.

                                       4
<PAGE>


2. GRANT OF RIGHTS
   ---------------

     (a) Except as otherwise  provided in  subparagraph  (b) of this Paragraph 2
PUBLISHER  hereby  gives and  grants  to the  DISTRIBUTOR,  effective  as of the
Effective  Date and  during  the term  hereof  the sole and  exclusive  right to
purchase from PUBLISHER and to resell and  distribute  throughout the Territory,
the  Publication(s).  All purchases shall be subject to  DISTRIBUTOR's  right to
receive Return Credits for Returns as set forth in Paragraph 9 hereof.

     (b)  Notwithstanding the provisions of subparagraph (a) of this Paragraph 2
to the contrary, PUBLISHER reserves the right to

          (i) Sell copies of the  Publication(s)  to subscribers at subscription
     prices;

          (ii)  Distribute,  give,  or deliver to  individuals  without  cost or
     compensation  copies of any of the  Publication(s) as part of a promotional
     campaign for such Publication(s); and

          (iii) Sell copies of the  Publication(s),  directly or indirectly,  to
     chains of retailers  not serviced by  DISTRIBUTOR  or  Distributor's  Sales
     Outlets on the Effective Date; provided,  however,  that if during the term
     hereof,  such service is commenced to substantially all of the retailers in
     any such  chain by  DISTRIBUTOR  or  Distributor's  Sales  Outlets,  and if
     DISTRIBUTOR  agrees,  after  deducting  any RDA  payment  obligations  with
     respect to each issue of each Publication sold at such retailers,  to remit
     to PUBLISHER with respect thereto the same amount of money as PUBLISHER had
     been receiving with respect to such sales prior  thereto,  PUBLISHER  shall
     commence selling  exclusively to DISTRIBUTOR for resale to the retailers in
     such chain or to the  Distributor's  Sales  Outlets for ultimate  resale to
     such  retailers,  and pursuant to the terms hereof  (except as such payment
     amount by DISTRIBUTOR to PUBLISHER may be inconsistent  with that set forth
     on Schedule  "A"  attached  hereto as a result of the terms of this section
     (iii)) upon  expiration of any then existing  distribution  agreement  with
     respect to such chain(s) of retailers.

3. TERM AND EVENTS OF DEFAULT
   --------------------------

     (a) Except as otherwise  provided in subparagraphs  (b), (d) or (f) of this
Paragraph 3, the term of this Agreement shall be for a period  commencing on the
Effective  Date, and ending on June 30, 2008. The rights and  obligations of the
parties under this  Agreement  shall include and be deemed to include all issues
of all  Publication(s),  the respective  On-Sale Date(s) of which occur prior to
the termination hereof ("Covered Issues").  Any and all of the respective rights
and  obligations of the PUBLISHER and  DISTRIBUTOR  under this  Agreement  shall
survive its termination for the purposes of distributing  Covered Issues, and of
handling and crediting Returns and making payments, adjustments and credits with
respect to Covered  Issues.  Termination of this Agreement  shall not affect any
right of either  party to  receive  any money owed by the other  hereunder,  the
amount of which shall be  calculated  in the manner  which would have  otherwise
been required hereby, absent such termination.

                                       5
<PAGE>

     (b)  Notwithstanding any other provision of this Agreement to the contrary,
either party may terminate  this  Agreement upon thirty (30) days' Notice to the
other upon the occurrence or existence of an Event of Default by the other party
of the type referred to in subparagraph  (c)(i), (ii) or (vii) of this Paragraph
3; or upon three (3) days' Notice to the other upon the  occurrence or existence
of an  Event  of  Default  by  the  other  party  of  the  type  referred  to in
subparagraph  (c)(iii),  (iv),  (v),  or (vi) of this  Paragraph  3, or upon the
failure of a party to pay an arbitration award within the time period prescribed
in subparagraph 28(c).

     (c) For  purposes of this  Agreement,  each of the  following  events shall
constitute  an Event of Default  by the party as to which  such event  refers or
pertains:

          (i) any representation or warranty made by such party herein or in any
     written  statement  or  written  representation  shall  prove to have  been
     incorrect when made in any respect material to this Agreement; or

          (ii) Such party  shall fail to perform  in any  material  respect  any
     term,  covenant or agreement  contained in this Agreement (other than those
     set forth in Paragraph 15, those set forth in subparagraph 24(b), and those
     subject  to a  pending  dispute  being  resolved  pursuant  to the terms of
     Paragraph  28) on its part to be  performed  or  observed if such a failure
     shall remain  unremedied for [***] days after Notice thereof from the other
     party,  unless such failure cannot reasonably be expected to be remedied in
     such [***] day  period,  in which case such party  shall fail  within  such
     [***] day period to  commence  such remedy and or proceed  diligently  with
     respect thereto;  provided,  however,  that in no event shall any such cure
     period extend beyond [***] days after such Notice; or

          (iii) Such party  shall  generally  be unable to pay its debts as such
     debts become due, or shall admit in writing its  inability to pay its debts
     generally, or shall make a general assignment for the benefit of creditors;
     or a  proceeding  shall be  instituted  by or  against a party  seeking  to
     adjudicate it a bankrupt or insolvent, or seeking liquidation,  winding up,
     reorganization, arrangement, adjustment, protection, relief, or composition
     of it or its debts under any law  relating  to  bankruptcy,  insolvency  or
     reorganization  or relief of debtors,  or seeking the entry of an order for
     relief or the appointment of a receiver, trustee, or other similar official
     for it or for any substantial  part of its property if any such involuntary
     proceeding  is not  dismissed  within sixty (60) days;  or such party shall
     take any  corporate  action to authorize any of the actions set forth above
     in this subsection (iii); or

          (iv)  any  judgment  creditor  shall  have  commenced  an  enforcement
     proceeding against such party pursuant to a judgment or order of a court of
     competent  jurisdiction  after lawful service for the payment of money (not
     fully covered by insurance) in excess of Two Hundred Fifty Thousand Dollars
     ($250,000) which enforcement proceeding was not stayed prior to the seizure
     of any such party's  assets,  which  seizure was not reversed by the timely
     filing of an appeal thereof. For purposes of this section (iv) the creation
     of a lien by entry of such a judgment or order shall not itself  constitute
     such a seizure.

                                       6
<PAGE>

     For  purposes  of  this  Agreement,  each  of the  following  events  shall
constitute an Event of Default by DISTRIBUTOR:

          (v) DISTRIBUTOR  shall default,  violate,  or be in breach of any loan
     document which  provides,  or which together with other such loan documents
     provides,  working capital or accounts receivable financing for DISTRIBUTOR
     or DISTRIBUTOR's business and such default, violation, or breach results in
     the  termination  of such  financing  at a time  when  no such  replacement
     financing  or  working  capital  is  available  to  DISTRIBUTOR  in amounts
     comparable to that terminated;

          (vi) Each of the events  constituting an Event of Default as set forth
     in subparagraph (e)(ii)(E) of this Paragraph 3; and

          (vii)   DISTRIBUTOR   shall  fail  [***]  times  in  any  twelve  (12)
     consecutive month period to perform in any material respect its obligations
     set forth in subparagraph  24(b), and such failure shall remain uncured for
     [***] days after Notice thereof from PUBLISHER;  or DISTRIBUTOR  shall fail
     any single  time to perform in any  material  respect its  obligations  set
     forth in subparagraph  24(b) and as to which  DISTRIBUTOR shall have failed
     to make reasonable  efforts to commence a cure thereof during the [***] day
     period after Notice of such failure is given by PUBLISHER to DISTRIBUTOR.

     (d)  Notwithstanding the provisions of subparagraph (a) of this Paragraph 3
to the contrary,  the term of this  Agreement  shall be  automatically  extended
beyond the June 30, 2008 termination  date referred to in such  subparagraph (a)
for an  extension  period  of three (3)  years;  provided,  PUBLISHER  agrees in
writing to such  extension 180 days prior to the  expiration of the then current
term.

          (e) (i) Notwithstanding any language to the contrary in the balance of
     this  Paragraph 3, PUBLISHER and  DISTRIBUTOR  agree that the provisions of
     this  subparagraph  (e)  shall  exclusively   govern  with  regard  to  the
     procedures  for  collection  of any sum  actually  or  allegedly  due  from
     DISTRIBUTOR  to PUBLISHER  under any of the  provisions of this  Agreement.
     Accordingly,  no  alleged  or actual  failure  by  DISTRIBUTOR  to make any
     payment to  PUBLISHER  shall in any manner  constitute  an Event of Default
     except as provided in section (ii)(E) of this subparagraph (e).

          (ii) The following procedures shall govern that portion of any Initial
     Advance Payment,  Settlement Payment, or GST refund as to which there is no
     dispute or contest between the parties:

               (A) If PUBLISHER shall not have received  DISTRIBUTOR's  check in
          the amount  determined  by  DISTRIBUTOR  to be owed to PUBLISHER as an
          Initial Advance  Payment or as a Settlement  Payment or as a refund of
          GST net of deductions as solely determined by DISTRIBUTOR  pursuant to
          the terms of Paragraph  15,  ("Missing  Check") on or before the [***]
          business  day after it was to have been  paid in  accordance  with the
          provisions of subparagraph 15(a)(i), 15(a)(ii), or 15(k) as applicable
          (the  "Mailing  Date"),  PUBLISHER  may  give  Notice  to  DISTRIBUTOR

                                       7
<PAGE>

          identifying the  Publication(s) and Mailing Date(s) for which there is
          a Missing Check ("Notice of Non-Receipt").

               (B) If PUBLISHER  shall not have  received a Missing  Check on or
          before the [***]  business day after its Mailing  Date,  PUBLISHER may
          give Notice to DISTRIBUTOR of nonpayment  with respect to such Missing
          Check  ("Notice of Non-  Payment") on or after the [***]  business day
          after the giving of a Notice of Non-Receipt with respect thereto.

               (C) DISTRIBUTOR  shall wire funds to replace any Missing Check on
          or before the second business day after the Notice of Non-Payment with
          respect  to such  Missing  Check  was given to  DISTRIBUTOR  ("Delayed
          Payment  Date")  unless such Missing  Check was  actually  received by
          PUBLISHER  on or  before  such  Delayed  Payment  Date  and a  receipt
          therefor,  signed  by a  PUBLISHER  representative,  shall  have  been
          obtained by DISTRIBUTOR.

               (D) If  PUBLISHER  shall  have  given  DISTRIBUTOR  a  Notice  of
          Non-Payment  and a Notice of  Non-Receipt  with  respect  to a Missing
          Check, and if DISTRIBUTOR shall fail to wire funds to PUBLISHER in the
          amount of such Missing Check on or before the Delayed  Payment Date in
          accordance  with the terms of  subsection  (C) of this  section  (ii),
          PUBLISHER may give Notice to DISTRIBUTOR  of the Final  Opportunity to
          Cure Default (the "Final Notice"). DISTRIBUTOR shall wire funds in the
          amount of the Missing Check on or before the [***]  business day after
          the Final Notice was given (the "Outside Date").

               (E) It shall constitute an Event of Default, if

                    (x)  PUBLISHER  shall have  given the  Notices  required  in
               subsections  (A),  (B),  and (D) of  this  section  (ii),  and if
               DISTRIBUTOR  shall fail to wire funds to  PUBLISHER in the amount
               of a Missing  Check as to which a Final  Notice has been given on
               or before the Outside Date; or

                    (y)  If  in  any  consecutive   twelve  (12)  month  period,
               PUBLISHER  shall have given the Notices  required in  subsections
               (A) and (B) of this  section (ii) and  DISTRIBUTOR  shall fail to
               mail its check in the amount as an Initial  Advance Payment or as
               a Settlement Payment or as a GST refund determined by DISTRIBUTOR
               to be owed  PUBLISHER net of  deductions as solely  determined by
               DISTRIBUTOR  pursuant  to  the  terms  of  Paragraph  15  on  the
               applicable  Mailing Date or shall fail to wire funds to PUBLISHER
               to  replace  the  amount of such  Missing  Check on or before its
               Delayed  Payment Date (either such  occurrence,  a "Late  Payment
               Event") a number of times  equal to the greater of (I) the number
               of Publications  covered by this Agreement on the day of the Late
               Payment Event, or (II) [***].

                                       8
<PAGE>

     A Late  Payment  Event may not be  counted  towards  an Event of Default if
PUBLISHER  did not send  DISTRIBUTOR  Notices  of  Non-Receipt  and  Non-Payment
related  thereto in accordance  with the terms of this  subparagraph  (e). There
shall be rebuttable  presumptions that a check payable to the order of PUBLISHER
which was produced by  DISTRIBUTOR  in the  ordinary  course of its business was
actually mailed the day of such production,  and that a negotiable check payable
to the order of PUBLISHER dated on or before the Mailing Date which was actually
received by PUBLISHER  within [***] business days of the Mailing Date was mailed
on the Mailing Date.

               (F) Notwithstanding  the foregoing,  in no circumstances shall an
          Event of Default be deemed to have  occurred  unless the Missing Check
          is in the  amount  of  [***] or more,  in which  case any such  unpaid
          amount  shall  be  governed  by the  terms  of  section  (iii) of this
          subparagraph (e). Also, it shall not constitute an Event of Default if
          the amount shown to be due on a Publisher  Statement  (as  hereinafter
          defined)  is equal to the amount of  DISTRIBUTOR's  check  tendered to
          PUBLISHER in payment with respect thereto.

          (iii) The  following  procedures  shall govern any payment as to which
     there is a dispute or contest between the parties. Any claim by PUBLISHER

               (A) that the amount  paid by  DISTRIBUTOR  as an Initial  Advance
          Payment or Settlement Payment as reduced by deductions taken therefrom
          by DISTRIBUTOR was incorrect;

               (B)  that the  information  shown on a  Publisher  Statement  was
          incorrect;

               (C) that an Initial Advance Payment or Settlement Payment was not
          made  because  the  information  shown on a  Publisher  Statement  was
          incorrect;

               (D)  that   DISTRIBUTOR's   demand  for   payment   pursuant   to
          subparagraph 15(e) or (h) is incorrect;

               (E) for Missing Checks of less than [***] each or

               (F) for any  alleged  non-payment  by  DISTRIBUTOR  other than as
          provided in section (ii) of this subparagraph (e),

     shall be subject to the dispute resolution provisions of Paragraph 28.

          (iv) Each Notice  given by PUBLISHER  to  DISTRIBUTOR  pursuant to the
     terms of this  subparagraph  (e) shall be clearly  marked with the boldface
     legend,   "NOTICE  PURSUANT  TO  NON-PAYMENT   PROCEDURES  OF  DISTRIBUTION
     AGREEMENT";  shall  not  be  included  with  any  other  information  being
     communicated to DISTRIBUTOR other than another Notice given pursuant to the
     terms of this subparagraph (e); shall identify the Publications and Mailing
     Date to which it refers;  and in the case of a Notice of Non-Payment  and a
     Final Notice,  the necessary  instructions by which  DISTRIBUTOR is to wire
     the necessary  funds to PUBLISHER.  Notice failing to comply with the terms

                                       9
<PAGE>

     of this  section  (iv)  shall be deemed  null and void and not to have been
     delivered to DISTRIBUTOR.

     (f)  Notwithstanding any other provision of this Agreement to the contrary,
PUBLISHER  may  terminate  this  Agreement if at any time during the term hereof
either

          (i) some or all of the  voting  securities  of  DISTRIBUTOR  or all or
     substantially all of the assets of DISTRIBUTOR are sold to

               (A) a  distributor  in the  business  of  buying  magazines  from
          publishers  for resale to, or acting as an agent for publishers in the
          sale or other  distribution of magazines to,  wholesalers or retailers
          of magazines (a "Competitor") or

               (B) to a Person  which is not a  Competitor,  but which has a net
          worth or  shareholders,  equity of less than  Thirty  Million  Dollars
          ($30,000,000); or

          (ii) DISTRIBUTOR merges or consolidates with or into

               (A) any Competitor or

               (B) any Person of the type described in subparagraph (f)(i)(B) of
          this Paragraph 3 . To terminate the Agreement pursuant to the terms of
          this subparagraph  (f),  PUBLISHER shall give Notice to DISTRIBUTOR of
          such  termination not more than ninety (90) days after the date of any
          such sale,  merger,  or  consolidation.  Such Notice  shall  specify a
          specific  termination  date (which may but shall not be required to be
          within such 90-day  period) not less than  fifteen  (15) nor more than
          forty-five (45) days after the date of such Notice.

4. PUBLISHER REPRESENTATIONS
   -------------------------

     (a) PUBLISHER represents and warrants that (i) it is the sole and exclusive
owner  of  all  rights,  including  but  not  limited  to,  copyrights,  titles,
trademarks,   tradenames,  trade  dress,  logos  and  formats,  in  and  to  the
Publication(s)  (collectively,  the "Rights")and that the Rights are not subject
to any liens or  encumbrances  of any nature other than as set forth on Schedule
"C" attached hereto; (ii) the rights herein granted to DISTRIBUTOR have not been
granted to any other person, firm, or corporation with respect to any portion of
the term  hereof;  (iii) it has the  right  and  authority  to enter  into  this
Agreement and to perform the obligations hereunder to be performed by PUBLISHER;
(iv) there are no existing contracts,  agreements or other arrangements which in
any way whatsoever prevent or interfere with the PUBLISHER's making and entering
into  this  Agreement  or  performing  hereunder;  and (v)  that to the  best of
PUBLISHER's  knowledge,  there are no suits or proceedings pending or threatened
against or affecting PUBLISHER which, if adversely determined,  would impair the
rights  herein  granted to  DISTRIBUTOR  or prevent  PUBLISHER  from  performing
hereunder.

     (b) PUBLISHER  represents and agrees that all issues of the  Publication(s)
shall conform  substantially to the respective existing copies thereof exhibited
by PUBLISHER to DISTRIBUTOR;  provided,  however,  that PUBLISHER may change the
size, page count, contents,  format, or Cover Price of any Publication from time

                                       10
<PAGE>

to time during the term hereof if PUBLISHER  believes  that any such change will
inure to the best interests of any of the Publication(s) or of PUBLISHER.

5. FIRST OPTION
   ------------

     (a) DISTRIBUTOR  shall have the first option to purchase from PUBLISHER and
to resell and distribute any and all newly published periodicals or publications
intended to be published by PUBLISHER  during the term of this  Agreement on the
same terms and conditions as set forth in this Agreement. DISTRIBUTOR shall also
have the first option to purchase from  PUBLISHER  and to resell and  distribute
any and all additional  periodicals or publications  acquired by and intended to
be published by PUBLISHER  during the term of this  Agreement,  either (i) after
the expiration of any  distribution  contract with any other party covering such
periodicals and  publications and thereafter on the same terms and conditions as
set  forth in this  Agreement  or (ii) as set  forth in any  other  distribution
contract then in effect with any other distributor  covering the distribution of
such periodicals and publications  until the expiration of its then current term
and thereafter on the same terms and conditions as set forth in this  Agreement.
PUBLISHER shall promptly give DISTRIBUTOR Notice of its intention to publish and
distribute any such additional periodicals or publications and DISTRIBUTOR shall
within  fifteen  (15) days after  receipt of such  Notice,  advise  PUBLISHER of
whether it is willing to distribute such additional periodicals or publications.
If DISTRIBUTOR is willing to do so, each such periodicals or publications  shall
thereafter  be deemed to be a  Publication,  and shall be  governed by the terms
hereof. If DISTRIBUTOR is unwilling to distribute such additional periodicals or
publications,  PUBLISHER  shall  have the  right  and  option  to have each such
periodicals  or  publications  thereafter  distributed  by another  distributor,
without liability to DISTRIBUTOR hereunder.

     (b) In the event  PUBLISHER  exercises  its  option to have the  additional
periodicals or publications  referred to in subparagraph (a) of this Paragraph 5
which   DISTRIBUTOR   is  unwilling  to   distribute,   distributed  by  another
distributor,  and PUBLISHER  receives on a net basis, less for sale of issues of
such  additional   periodicals  or  publications  from  such  other  distributor
performing  the same type of  distribution  services than it would have received
from DISTRIBUTOR pursuant to the terms of this Agreement,  DISTRIBUTOR shall pay
such difference to PUBLISHER thirty (30) days after  DISTRIBUTOR's  receipt of a
copy  of each  settlement  statement  received  by  PUBLISHER  from  such  other
distributor,  subject to  DISTRIBUTOR's  right to audit same and being  supplied
with all information  reasonably  necessary to calculate  and/or verify any such
sums owed. Notwithstanding the foregoing, no such sums shall be due PUBLISHER

          (i) if the  financial  arrangements  between  PUBLISHER and such other
     distributor is the result of bad faith or collusion  between  PUBLISHER and
     such other distributor, or

          (ii) with  respect to any time period  after the  termination  of this
     Agreement.

                                       11
<PAGE>

When the term of any distribution agreements with any such other distributor has
been  completed  and prior to any renewal or new term's taking  effect,  if this
Agreement has not then been terminated,  PUBLISHER shall again offer DISTRIBUTOR
the right to distribute such additional  periodicals or publications on the same
terms and conditions as set forth in this Agreement,  and if DISTRIBUTOR remains
unwilling to distribute such additional periodicals or publications, DISTRIBUTOR
shall  continue  to pay the  amounts  required  pursuant  to the  terms  of this
subparagraph  (b).  If  PUBLISHER  fails  to  offer  DISTRIBUTOR  the  right  to
distribute such additional  periodicals or  publications(s) no sums shall be due
PUBLISHER  pursuant  to the  terms of this  subparagraph  (b) from and after the
termination date of such other distribution agreement.

6. NUMBER OF COPIES, FREQUENCY, AND COVER DESIGNATIONS
   ---------------------------------------------------

     (a) The  number of copies of each issue of each  Publication  to be printed
shall be as PUBLISHER and  DISTRIBUTOR  shall  mutually  agree upon,  and in the
absence of such  agreement,  the product of four (4) multiplied by the aggregate
Publisher's  Gross  Billings and divided by the  aggregate  Publisher's  Billing
Prices for the Measurement Issues of such Publication, determined as of the date
immediately prior to the making of the print order.

     (b) PUBLISHER  agrees to deliver,  or promptly  cause to be delivered,  the
specified number of copies of each issue of the Publication(s) with the assigned
bipad  number and  Universal  Product  Code Symbol to each  Distributor's  Sales
Outlet  designated by  DISTRIBUTOR  in accordance  with  DISTRIBUTOR's  shipping
instructions.

     (c)  PUBLISHER  may,  without  incurring any  liability to  DISTRIBUTOR  on
account thereof, in the exercise of its sole discretion, change the frequency of
publication  of any of the  Publication(s)  from  time to time  during  the term
hereof,  and may, in the  exercise of its sole  discretion,  determine  to cease
publication or production of any Publication either temporarily or permanently.

7. TRANSPORTATION AND RELATED COSTS
   --------------------------------

     PUBLISHER  shall pay  directly  all  transportation  and  insurance  costs.
Canadian GST, import-export charges or tariffs and other duties, relating to the
shipment of each issue of the  Publication(s)  to  Distributor's  Sales  Outlets
shall be advanced by DISTRIBUTOR  and deducted from amounts payable to PUBLISHER
as Settlement  Payments  (except as to Canadian GST which shall be deducted from
Initial  Advance  Payments  and repaid to PUBLISHER  by  DISTRIBUTOR  [***] days
thereafter).

8. PUBLISHER'S BILLING PRICE; FOREIGN CURRENCY
   -------------------------------------------

     (a) The Publisher's  Billing Price shall  initially be calculated  based on
the Cover Price of the Publication as set forth on Schedule "A" attached hereto;
provided, however, that upon any change in the Cover Price of a Publication, the
Publisher's  Billing  Price shall  correspondingly  change  automatically  as to
issues with the changed  Cover  Price so that the ratio of  Publisher's  Billing
Price to Cover Price shall remain  consistent  with that determined by reference
to Schedule "A," as amended to the date of such change.

                                       12
<PAGE>

     (b) All moneys which may be due to PUBLISHER  pursuant to the terms of this
Agreement  shall be paid in U. S. Dollars.  All amounts owed by  DISTRIBUTOR  to
PUBLISHER for sales in Canada or in a Foreign country shall be calculated at the
Exchange Rate as of the third day prior to the date of any such payment.

9. RETURNS
   -------

     (a)  DISTRIBUTOR has the option and is authorized to accept as Returns from
Distributor's  Sales  Outlets  whole  copies,  front  covers,  headings of front
covers,  and affidavits or statements of returns including those  electronically
transmitted,  of the Publication(s).  Except as set forth in subparagraph (c) of
this Paragraph 9, DISTRIBUTOR has the exclusive right to determine the method of
return from Distributor's Sales Outlets.  DISTRIBUTOR is specifically authorized
by  PUBLISHER to destroy or arrange for the  destruction  of said Returns at any
time after receiving same in any manner deemed  suitable by DISTRIBUTOR,  unless
at  least  thirty  (30)  days  prior  to the  On-Sale  Date of any  issue of the
Publication(s),  PUBLISHER  shall  have given  DISTRIBUTOR  Notice in writing of
PUBLISHER's  request that the Returns of such issue be held for thirty (30) days
after the date of the Settlement  Payment with respect thereto so that PUBLISHER
can audit such Returns at its own cost and expense. Such audit and count must be
made by PUBLISHER  during such thirty (30) day period at the particular place of
storage  thereof  maintained  at such  time by  DISTRIBUTOR,  or at  PUBLISHER's
request,  by particular  Distributor's  Sales Outlets.  PUBLISHER  agrees not to
request more than one such audit per year per Publication unless, as a result of
two (2) or more prior such audits,  substantial discrepancies were discovered by
PUBLISHER.

     (b) In the event  that  DISTRIBUTOR  has not  received  all  Returns of any
issue(s)  distributed  hereunder  from any of the  Distributor's  Sales  outlets
because  such outlet (i) is subject to the  appointment  of a receiver,  (ii) is
adjudicated  a bankrupt  after filing of a petition of voluntary or  involuntary
bankruptcy,  (iii) is  reorganized  or  managed  by a trustee  or  committee  of
creditors under the Federal Bankruptcy Act, (iv) is dissolved, terminated, or no
longer in business,  (v) is destroyed by fire, flood or other disaster,  or (vi)
is unable to return all unsold copies of any such issue due to strikes, lockouts
or other labor disputes,  then DISTRIBUTOR shall be entitled to charge PUBLISHER
for  Returns  from such  Distributor's  Sales  Outlet in an amount  equal to the
product of the  difference  between one (1) and the Average Net Sale  Percentage
with respect to the  Measurement  Issues  (calculated  as of the  earliest  date
related to the event  described  in this  subparagraph  (b)  giving  rise to the
inability to receive all such Returns and calculated  separately with respect to
the Distributor's  Sales outlets as to which any such event applies)  multiplied
by the number of copies  received by such  Distributor's  Sales  Outlet for such
issue(s). Nothing contained in this subparagraph (b) shall be or be deemed to be
a  limitation  on the  provisions  of Paragraph 21 with respect to copies of any
issue of a Publication for which DISTRIBUTOR is required to bear any losses from
uncollectible  accounts,  or the fees, costs, or expenses incurred for attempted
collection thereof.

     (c) In the event PUBLISHER desires to receive whole copy Returns, Notice of
the quantities  thereof desired and the address to which such whole copy Returns
shall be sent shall be  supplied to  DISTRIBUTOR  not less than thirty (30) days
prior to the On-Sale Date of such issue.  PUBLISHER shall pay DISTRIBUTOR at the
rate of [***] per copy for packing  and  handling  costs for whole copy  returns

                                       13
<PAGE>

received by  DISTRIBUTOR,  and PUBLISHER  shall  reimburse  DISTRIBUTOR  for all
direct  costs  incurred  by  DISTRIBUTOR,  including  all  shipping  costs,  all
container  costs,  and all costs  charged by  Distributor's  Sales  Outlets  for
arranging,  receiving and  delivering  such whole copy Returns.  Upon receipt of
such Notice requesting whole copy returns, the sole obligation of DISTRIBUTOR in
this regard  shall be to make  written  request for the same from  Distributor's
Sales Outlets,  it being  understood  and agreed that nothing  herein  contained
shall require DISTRIBUTOR to take any other action with respect to such request.

10. RDA
    ---

     (a)  DISTRIBUTOR is authorized to offer on PUBLISHER's  behalf  PUBLISHER's
RDA  Program.   PUBLISHER  agrees  to  delineate  the  terms,  provisions,   and
limitations  thereof,  and to execute  any  documents  reasonably  necessary  in
connection  therewith.  PUBLISHER may, on a prospective  basis,  discontinue any
such RDA Program at any time upon thirty (30) days' Notice to DISTRIBUTOR,

     (b) PUBLISHER shall act on its own account or designate an agent to pay all
amounts  due under the RDA  Program  and  PUBLISHER  shall pay to such  agent on
demand any and all amounts  paid or due to be paid by such agent on  PUBLISHER's
behalf to retailers  participating  in such RDA Program.  DISTRIBUTOR  agrees to
serve as such agent, if requested to do so by PUBLISHER in writing.  Even if not
so designated,  DISTRIBUTOR  shall provide the information and support otherwise
required pursuant to the terms of this Paragraph 10 without charge.

     (c) All RDA payments on behalf of PUBLISHER shall be combined with payments
due to retailers  from  Affiliates  of PUBLISHER and will be paid by such paying
agent.

     (d)  PUBLISHER  shall  provide  DISTRIBUTOR  with  blank  checks  on a form
mutually  agreeable to PUBLISHER and DISTRIBUTOR so that DISTRIBUTOR can produce
the checks for  signature  and mailing by such agent to the  retailers  or their
consultants.  The  checks  shall  show data  consistent  with that  provided  by
DISTRIBUTOR  to retailers for  comparable  programs  offered by other  publisher
clients administered by DISTRIBUTOR.  Alternatively,  at PUBLISHER'S request and
option, DISTRIBUTOR shall, in lieu of drawing and producing such checks, deliver
to PUBLISHER  (or  PUBLISHER'S  agent) all such  information  as is available to
DISTRIBUTOR  in such  electronically  encoded form as is used by  DISTRIBUTOR in
producing such checks.

     (e) DISTRIBUTOR shall issue an RDA claim form to participating retailers on
PUBLISHER'S behalf in a form reasonably acceptable to DISTRIBUTOR and PUBLISHER.
When the claim forms are received from the participating  retailers  DISTRIBUTOR
will process them in the same manner as all other claims received by DISTRIBUTOR
for its other publisher  clients,  including all audit programs,  and review and
verification  procedures  used by  DISTRIBUTOR.  RDA analytical  reports will be
produced  by  DISTRIBUTOR  in the same  manner  as is done for  other  publisher
clients of DISTRIBUTOR as to title, issue,  retailer and summaries of all claims
by title and issue and check registers for the payments to be made.


                                       14
<PAGE>

     (f)  DISTRIBUTOR is authorized to offer on PUBLISHER's  behalf  PUBLISHER's
Advance  RDA  Program to the  retailers  approved  in writing by  PUBLISHER  and
participating  in such  Advance RDA  Program.  The  Advance RDA Program  will be
administered  for  PUBLISHER's  issues  subject to the Advance RDA Program  (the
"Advance RDA Issues") in accordance with the following  terms,  provisions,  and
limitations:

          (i) The initial  Advanced  RDA (the  "Advanced  RDA") will be based on
     final  sales of issues on sale as  provided to  PUBLISHER  by  DISTRIBUTOR.
     PUBLISHER  will calculate and provide to DISTRIBUTOR in writing the initial
     monthly Advanced RDA per title and issue.

          (ii) DISTRIBUTOR will invoice  PUBLISHER for Advanced RDA on the first
     day of each month for Advance  RDA Issues on sale  during such month.  Such
     invoice will be in accordance  with Exhibit "X" attached  hereto and made a
     part hereof.  Payment by PUBLISHER to DISTRIBUTOR for the invoiced Advanced
     RDA amount is due by the last day of such month.

          (iii)  Any  additions  or  deletions  of  Retailers  participating  in
     PUBLISHER's  Advance RDA  Program is to be first  agreed upon in writing by
     the parties  thereto  with such  written  agreement  thereupon  becoming an
     Amendment to this Agreement

          (iv) By the last  business day of the fifth  calendar  month after the
     end of each  calendar  year  quarter  during  the  term  of this  Agreement
     DISTRIBUTOR will reimburse  PUBLISHER for all monthly Advanced RDA payments
     paid  by  PUBLISHER  to   DISTRIBUTOR   during  such   quarter.   Following
     DISTRIBUTOR's payment of the aforementioned reimbursement,  DISTRIBUTOR may
     invoice  PUBLISHER  solely for amounts actually claimed for such reimbursed
     quarterly  period.  PUBLISHER will pay  DISTRIBUTOR's  invoice within [***]
     days of  receipt  thereof.  PUBLISHER  reserves  the right to  deduct  from
     subsequent  payment of DISTRIBUTOR's  invoice(s)  amounts in dispute due to
     errors  made by  DISTRIBUTOR  in  calculation  of  such  amounts  based  on
     PUBLISHER's  review of sales data  accompanying  each invoice.  DISTRIBUTOR
     will  supply  to  PUBLISHER  with  each  invoice  a report in hard copy and
     Microsoft  Excel(R) file format in the form of Exhibit "Y" attached  hereto
     showing by retail chain, wholesaler, title and issue the final sales of the
     Advanced RDA Issues reflected in the invoice.

          (v)  Using  sales  data  available  to  it,  PUBLISHER  shall  provide
     Distributor with adjustments to Advanced RDA by submitting such adjustments
     in  writing to  DISTRIBUTOR  ten (10) days in advance of the 1st day of the
     month.   PUBLISHER's   Advanced  RDA  adjustments   shall  be  adjusted  by
     DISTRIBUTOR  in its next  monthly  invoice to PUBLISHER  for Advanced  RDA.
     DISTRIBUTOR  may only  make  adjustments  to  Advanced  RDA with the  prior
     written consent of PUBLISHER.

                                       15
<PAGE>

     (g) DISTRIBUTOR  agrees to provide PUBLISHER with the following services in
PUBLISHER's performance of audits of RDA programs:

     (i)  DISTRIBUTOR  will assist PUBLISHER in up to [***] RDA audits per year.
          This assistance will include the use of DISTRIBUTOR's  regional and/or
          district field  personnel as mutually  agreed upon by DISTRIBUTOR  and
          PUBLISHER.

     (ii) Upon  reasonable  request  of  PUBLISHER,   DISTRIBUTOR  will  provide
          PUBLISHER  with all RDA data  pertinent to PUBLISHER that is available
          in DISTRIBUTOR's system.

11. DISCOUNTS AND ALLOWANCES
    ------------------------

     PUBLISHER  shall pay  DISTRIBUTOR,  as deductions  from amounts  payable to
PUBLISHER as Settlement  Payments,  for any and all  discounts  and  allowances,
which  are in  excess  of  DISTRIBUTOR's  national  billing  discount  for  each
Publication,  made by  DISTRIBUTOR  to any of  Distributor's  Sales  Outlets  in
locations where special labor conditions  and/or other situations and conditions
exist causing such discounts or allowances;  provided,  however,  that PUBLISHER
has agreed to pay such  discounts  and  allowances  in advance in writing.  Such
discounts  and  allowances  in  effect  on the  Effective  Date are set forth on
Schedule "E" attached  hereto and the parties hereby agree to such discounts and
allowances.

12. RISK OF LOSS; SHORTAGES, ETC.
    -----------------------------

     (a) Any loss, shortage, destruction of, or damage to copies of any issue(s)
of each Publication  shall at all times be at the risk of and be borne solely by
PUBLISHER  until  delivery  to   Distributor's   Sales  Outlets  by  PUBLISHER'S
designated motor carrier (the "Carrier") and acceptance by  Distributor's  Sales
Outlets.  No such delivery  shall be deemed to have been accepted by Distributor
Sales Outlet if such Outlet has reported a loss or shortage in  accordance  with
the reporting procedures then in use by the Carrier.  Subject to the limitations
set forth below in this subparagraph (a) DISTRIBUTOR shall be entitled to charge
PUBLISHER's  account with DISTRIBUTOR for such copies for which  DISTRIBUTOR has
paid PUBLISHER,  and same may be deducted by DISTRIBUTOR from any sums otherwise
due  PUBLISHER.  DISTRIBUTOR  shall  provide  prompt  Notice to PUBLISHER  after
receipt of any claim for loss,  shortage,  destruction of or damage to copies of
any issues of the  Publication(s)  as to which  DISTRIBUTOR  believes  PUBLISHER
bears the risk of loss pursuant to the terms of this  subparagraph  12(a).  Upon
PUBLISHER's request,  DISTRIBUTOR shall furnish to PUBLISHER all information and
documents which  DISTRIBUTOR  may have with respect to any such loss,  shortage,
destruction  or damage,  including  without  limitation  all bills of lading and
necessary affidavits. The right and responsibility of filing any claims with the
Carrier  shall  belong  solely  to  the  PUBLISHER;   provided,   however,  that
DISTRIBUTOR  shall  assist  PUBLISHER  in the filing of any such claim and shall
execute and deliver to PUBLISHER such assignments,  waivers, and releases to and
with  respect to any such  claim as  PUBLISHER  or such  Carrier's  insurer  may
reasonably request. In the event that DISTRIBUTOR shall recover any part of such
loss,  then the  DISTRIBUTOR  shall  pay over or  credit  the same to  PUBLISHER
promptly.

                                       16
<PAGE>

     (b) From and  after  acceptance  of a  delivery  by a  Distributor's  Sales
Outlet,  DISTRIBUTOR  shall use its best efforts,  consistent  with its standard
operating  procedures,  to cause  all risk of loss to be  borne  solely  by such
Distributor's   Sales  Outlet,   except  as  otherwise   expressly  provided  in
subparagraph  9(b)(v).  If DISTRIBUTOR is  unsuccessful in doing so, such losses
shall be deducted  from amounts due PUBLISHER by  DISTRIBUTOR,  subject to later
adjustment pursuant to the terms of subparagraph (c) of this Paragraph 12.

     (c) Losses  (other than  losses  borne by the  Carrier or by  PUBLISHER  in
accordance  with the terms of  subparagraph  (a) of this  Paragraph 12) shall be
cumulated and calculated  once annually as of July 31 of each year, with respect
to issues of the Publications,  the Settlement Payment Publisher  Statements for
which have been  issued as of such date and shall be borne as between  PUBLISHER
and DISTRIBUTOR as follows:

<TABLE>
<S>       <C>                                 <C>                                <C>

          Amount of Loss as a
          Percentage of Publisher's
             Gross Billings                   PUBLISHER'S Loss                   DISTRIBUTOR'S Loss
          -------------------------           ----------------                   ------------------


(A)       [***] or less                       100% of the amount of the loss     0% of the amount of the loss

(B)       More than [***] but not            [***] of Publisher's Gross         [***] of the amount by which the
          more than [***]                     Billings, plus [***] of the        loss exceeds [***] of Publisher's
                                              amount by which the loss exceeds   Gross Billings and multiplied by
                                              [***] of Publisher's Gross         Average Net Sale Percentage
                                              Billings and multiplied by
                                              Average Net Sale Percentage

(C)       More than [***]                     [***]of Publisher's Gross          [***] of Publisher's Gross
                                              Billings.                          Billings plus [***]of the amount
                                                                                 by which the loss exceeds [***]
                                                                                 of Publisher's Gross Billings and
                                                                                 multiplied by Average Net Sale
                                                                                 Percentage.
</TABLE>


DISTRIBUTOR  shall be entitled to receive from  PUBLISHER an amount equal to the
total loss borne by DISTRIBUTOR  pursuant to the terms of this  subparagraph (b)
multiplied  by [***].  DISTRIBUTOR  shall  credit  PUBLISHER  with the amount of
DISTRIBUTOR's  loss minus the amount collected in the preceding sentence and add
such net amount to the next payment due to PUBLISHER hereunder.

13. PROMOTION AND SOLICITATION COSTS
    --------------------------------

     PUBLISHER  shall at its own expense  provide  DISTRIBUTOR  with  reasonable
quantities of promotional  materials for  DISTRIBUTOR's  use as to any promotion
which  PUBLISHER  desires to conduct.  PUBLISHER  shall pay  DISTRIBUTOR for all

                                       17
<PAGE>

reasonable  direct costs in connection  with all  promotional  and  solicitation
mailings  which have been  approved  by  PUBLISHER  in advance  in  writing.  If
PUBLISHER requests  DISTRIBUTOR to incur advertising or promotional  expenses on
behalf  of  PUBLISHER  or for  any of the  Publication(s),  PUBLISHER  shall  be
responsible for all such expenses.

14. MISCELLANEOUS CHARGES
    ---------------------

     PUBLISHER shall pay DISTRIBUTOR for the following charges:

     (a) For each Audit Bureau of  Circulation  ABC State  Circulation  Analysis
requested  by  PUBLISHER  [***],  and for each ABC County  Report  requested  by
PUBLISHER [***].

     (b) For reshipment charges incurred by DISTRIBUTOR at PUBLISHER's request.

     (c) Any other charges or expenses  incurred by DISTRIBUTOR  specifically on
PUBLISHER's  behalf or for its Publication(s) at PUBLISHER's  request,  provided
that all such charges or expenses shall be approved by PUBLISHER in advance.

15. PAYMENTS TO PUBLISHER
    ---------------------

     (a)  DISTRIBUTOR  shall and hereby agrees to pay PUBLISHER the Net Billings
of each issue of each Publication  distributed pursuant to this Agreement,  less
all credits to which DISTRIBUTOR shall be entitled, if any, as follows:

          (i) An "Initial Advance Payment" in an amount equal to [***] (or [***]
     with  respect to  Publications  not  previously  distributed  by a national
     distributor   and  as  to  which  there  are  no  Measurement   Issues)  of
     Distributor's  Estimated Final Net Billings with respect to such issue less
     any GST applicable to such issue and less any Over Advances (as hereinafter
     defined)  shall be paid to  PUBLISHER  on the later of [***] days after the
     Completion  of Shipping or [***] days after receipt by  DISTRIBUTOR  of the
     Printer's  Completion  Notice with respect to such issue, less any Canadian
     GST advanced by DISTRIBUTOR hereunder; and

          (ii) A "Settlement  Payment" in an amount equal to the Net Billings of
     such issue, less

               (A)  the  aggregate  amount  of  all-advance   payments  made  by
          DISTRIBUTOR  to  PUBLISHER  or for its  account  with  respect to such
          issue;

               (B) all  charges,  allowances,  discounts  and other  credits  or
          reimbursements  actually  paid  or  credited  to  Distributor's  Sales
          Outlets  or  others  by  DISTRIBUTOR  to  which  DISTRIBUTOR  shall be
          entitled  pursuant to the terms hereof, or as shall have been approved
          in advance in writing by  PUBLISHER  with  respect to such  issue,  or
          which have been  actually  paid or  credited  to  Distributor's  Sales
          Outlets or others by DISTRIBUTOR for other issues of such  Publication

                                       18
<PAGE>

          and which were not  previously  deducted from a payment by DISTRIBUTOR
          to PUBLISHER;

               (C) all  fees  and  charges  owing by  PUBLISHER  to  DISTRIBUTOR
          pursuant to the terms  hereof for services  performed  by  DISTRIBUTOR
          with respect to such Publication; and

               (D) all other  deductions  permitted  to be taken by  DISTRIBUTOR
          pursuant to the terms of this  Paragraph 15 shall be paid to PUBLISHER
          [***] days after the Off-Sale Date of such issue.

     (b)  DISTRIBUTOR  shall  account and pay to PUBLISHER for Foreign sales and
Returns  separately  from  non-Foreign  sales and Returns.  All Initial  Advance
Payments for Foreign sales payable pursuant to the terms of subparagraph  (a)(i)
of this Paragraph 15 shall be calculated solely with respect to Foreign sales as
set forth on the  Settlement  Payment  Publisher  Statements of the  Measurement
Issues. Notwithstanding the provisions of subparagraph (a)(ii) of this Paragraph
15, the  Settlement  Payment for  Foreign  sales of an issue shall be made [***]
days after the Off-Sale Date of such issue.

     (c) Each Initial  Advance  Payment and  Settlement  Payment,  and any other
amounts paid by DISTRIBUTOR to PUBLISHER pursuant to the terms of this Agreement
shall be  accompanied by a statement  substantially  in the form of Schedule "G"
attached  hereto  or in  such  other  form as  shall  contain  all the  material
information  set forth on such Schedule "G". Each such  statement is referred to
in this Agreement as a "Publisher Statement."

     (d) In the event that any Settlement Payment Publisher  Statement indicates
an amount due  DISTRIBUTOR  ("Overpayment"),  then  DISTRIBUTOR  may deduct such
overpayment  from any  moneys  then due or  thereafter  due  PUBLISHER  from any
payment with respect to a future  issue of the  Publication  giving rise to such
Overpayment.  Any Returns  received  and/or charges or credits  actually paid by
DISTRIBUTOR pursuant to the terms of this Agreement with respect to any issue of
any  Publication(s)  subsequent to the  preparation  of the  Settlement  Payment
Publisher  Statement and prior to the Outside  Deadline for Returns with respect
to such  issue  and not  previously  taken as a credit by  DISTRIBUTOR  shall be
included  as a  credit  to  DISTRIBUTOR  on any  subsequent  Settlement  Payment
Publisher Statement and deducted from any moneys thereafter payable to PUBLISHER
with respect to such Publication.

     (e)  In  addition  to  the  rights  set  forth  in  subparagraph  (d),  any
Overpayment  arising on or with respect to a Publication and any obligation owed
by PUBLISHER to DISTRIBUTOR  pursuant to the terms of subparagraph 16(e) ("Cross
Obligation")  shall be paid by PUBLISHER to  DISTRIBUTOR  within [***]  business
days  after  DISTRIBUTOR  shall  bill  PUBLISHER  therefor,  and if not so  paid
DISTRIBUTOR may deduct such Overpayment or Cross Obligation from any payment due
PUBLISHER hereunder.

     (f) No  advances  or other  payments  shall be  payable by  DISTRIBUTOR  to
PUBLISHER:

                                       19
<PAGE>

          (i)  For  any  issues(s)  for  which  DISTRIBUTOR  has in  good  faith
     exercised its right not to distribute pursuant to Paragraph 19 hereof, or

          (ii)  For  any  issue(s)  of any  Publication  if  PUBLISHER  has  not
     published such issue(s) in accordance with this Agreement, or

          (iii) For the last issue of each  Publication(s)  to be distributed by
     DISTRIBUTOR for PUBLISHER  hereunder except as provided in subparagraph (g)
     of this  Paragraph 15, and provided,  however,  that the provisions of this
     section (iii) shall apply only to the extent reasonably  necessary to repay
     DISTRIBUTOR any amounts owed by PUBLISHER

     (g) The  Settlement  Payment  for  the  last  issue  to be  distributed  by
DISTRIBUTOR  under this Agreement shall be made by DISTRIBUTOR,  to PUBLISHER on
the Outside Deadline for Returns with respect to such issue.

     (h) In any  event,  any  and all  Overpayments  and any  other  amounts  or
obligations  owed by PUBLISHER to DISTRIBUTOR  (including but not limited to any
obligations set forth in subparagraph  16(e)) not theretofore repaid or deducted
by  DISTRIBUTOR  from amounts owed to PUBLISHER  shall be repaid by PUBLISHER to
DISTRIBUTOR [***] business days after demand after termination of this Agreement
or after  [***]  days  after  PUBLISHER  has  ceased  publication  of all of the
Publications.

     (i) The  respective  obligations  of PUBLISHER and  DISTRIBUTOR  under this
Paragraph 15 shall survive the termination of this Agreement.

     (j)  PUBLISHER  shall have the right to challenge any item set forth in any
Publisher  Statement,  provided  that  all  items  which  are  not  specifically
challenged  in  writing  within  [***]  days  of the  date of  delivery  of such
Publisher  Statement shall be deemed binding upon PUBLISHER as an account stated
(except that arithmetic errors need not be challenged until [***] days after the
date of delivery of such Publisher  Statement,  except that reserves for Foreign
Return  Credits  need not be  challenged  until  [***]  days  after  the date of
delivery of such Publisher Statement,  and except that any item which is not set
forth in a manner so as to indicate  the nature and amount of such item need not
be so  challenged  until set forth in such manner in  writing).  For purposes of
this  subparagraph  (j) a  Publisher  Statement  shall be  presumed to have been
delivered  fourteen  (14) days after its due date in the  absence of  compelling
evidence  to the  contrary.  With  respect  to any item which is  challenged  by
PUBLISHER,  the parties shall use their  respective best efforts to identify any
incorrect  or  improper  credits,  charges  or  deductions,  and to  remedy  any
deficiencies resulting therefrom.

     (k)  DISTRIBUTOR  shall remit to PUBLISHER  all GST repayable in accordance
with the terms of Paragraph 7. At  DISTRIBUTOR's  option,  such repayment may be
combined with any other payment  required to be made by DISTRIBUTOR  pursuant to
the terms of this Paragraph 15.

                                       20
<PAGE>

16. INDEMNIFICATION AND GUARANTEE
    -----------------------------

     (a) PUBLISHER  shall  indemnify,  hold harmless and promptly  reimburse the
DISTRIBUTOR,  and  all  of  its  officers,  directors,   employees,  agents  and
representatives  (here  collectively  referred  to as  "Indemnitees"),  from and
against any losses, damages, fines, judgments,  expenditures, claims, reasonable
counsel fees, legal and court expenses,  bond and bail charges and premiums,  as
well as any and all  other  costs  of any  kind or  nature,  resulting  from any
claims,   civil  or  criminal  actions  or  proceedings,   and/or  supplementary
proceedings, or in connection with any inquiries,  proceedings or actions by any
federal,  state,  local and/or any other  governmental  agencies or  authorities
(collectively,  "Claims")  which in anyway relate to, or arise from by or reason
of: (i) the title,  contents or any printed matter  contained  within any of the
Publication(s),  including, but not limited to, editorial contents, photographs,
pictures, cartoons, caricatures, drawings or other artwork, advertisements,  and
classifieds,  whether  contained  on any  cover,  or any  page or  advertisement
contained  in or for  such  Publication(s),  or  any  promotional  material  for
PUBLISHER  or the  Publication(s)  (other than such as may have been  created by
DISTRIBUTOR);   (ii)  the  breach  or  alleged  breach  of  any  of  PUBLISHER's
representations  and warranties  contained in Paragraph 4 of this Agreement,  or
(iii) any act of PUBLISHER  relating to or affecting the distribution or sale of
the  Publication(s)  or the  services  performed  by any of the  Indemnitees  in
connection with any of the Publication(s).

     (b) If any such Claim is brought or made against the aforesaid Indemnitees,
DISTRIBUTOR  shall give PUBLISHER  Notice  thereof as soon as practicable  after
commencement  of  same.   PUBLISHER  shall  undertake  the  defense  thereof  at
PUBLISHER's expense, provided that DISTRIBUTOR has provided the Notice set forth
in the  preceding  sentence.  The failure to give timely Notice shall not affect
DISTRIBUTOR's  rights of indemnification  unless same has materially  prejudiced
the defense of any such Claim.  DISTRIBUTOR  shall have the right to participate
with respect to any such Claim with its own counsel at its own expense,  without
waiver of its rights under this Paragraph 16.

     (c) PUBLISHER  agrees that  PUBLISHER  shall have no right to compromise or
settle any Claim  against  PUBLISHER in which  DISTRIBUTOR  is also named unless
DISTRIBUTOR  receives a release with respect thereto in connection therewith and
unless DISTRIBUTOR receives five (5) days, prior Notice thereof.

     (d)  PUBLISHER  shall  indemnify,  hold  harmless  and  promptly  reimburse
Distributor's  Sales  Outlets  and  their  retail  outlets  (and  all  of  their
respective officers, directors, employees, agents and representatives who shall,
subject to the terms of this subparagraph (d), be deemed to be Indemnitees) from
and against any Claims,  provided  that (i)  DISTRIBUTOR  is or has agreed to be
liable for or to indemnify any such party; (ii) DISTRIBUTOR shall use reasonable
commercial  efforts to cause the  defense of any such  Claim to be  tendered  to
PUBLISHER as soon as practicable after commencement thereof; and (iii) the scope
of the  indemnity  under  this  subparagraph  (d) shall be no  greater  than the
smaller of the indemnity  provided in subparagraph  (a) of this Paragraph 16, or
the scope of the indemnity provided by DISTRIBUTOR to such other party.

                                       21
<PAGE>

     (e) PUBLISHER's obligations hereunder shall survive the termination of this
Agreement.

17. GALLEYS AND SHIPPING INSTRUCTIONS
    ---------------------------------

     DISTRIBUTOR  shall  and  hereby  agrees  to  supply  the  PUBLISHER,  or at
PUBLISHER's  request,  its printer or forwarding agent with one set per issue of
shipment  galleys,   shipping  instructions  and  pre-addressed  mailing  labels
designating  the names and addresses of, and  specifying the number of copies of
each  issue of each  Publication  to be sent  to,  each of  Distributor's  Sales
Outlets,  or computer tapes containing such information  sufficiently in advance
of the  Completion of Shipping with respect to such issue so that such issue can
be shipped to arrive at Distributor's Sales Outlets, receiving point(s) prior to
the On-Sale Date of such issue.

18. ACCESS TO RECORDS
    -----------------

     DISTRIBUTOR  shall give PUBLISHER or its duly  authorized  representatives,
during business hours,  reasonable access to DISTRIBUTOR's draw, sale and Return
figures relating to each issue of the Publication(s) and other necessary records
in support of all items of charges and credits made by  DISTRIBUTOR to PUBLISHER
pursuant  to this  Agreement,  and shall  permit  PUBLISHER  at its own cost and
expense,  to  inspect  and make  copies  of the same and to audit  such  records
relative  to  the  distribution  of any of  the  Publication(s)  subject  to any
limitations  on audit set forth in this  Agreement.  All such  records  shall be
maintained  for a period of twelve (12) months  following  the Off-Sale  Date of
each issue of each Publication.

19. DISTRIBUTOR'S RIGHT TO REFUSE DISTRIBUTION
    ------------------------------------------

     (a)  Anything  to the  contrary  in  this  Agreement  notwithstanding,  the
DISTRIBUTOR  may at any time,  without prior Notice,  and without  incurring any
liability therefor, refuse to distribute any issue of any Publication(s) covered
by this  Agreement,  or at its  option  exercise  the  right to  terminate  this
Agreement,  if such issue, in the reasonable exercise of DISTRIBUTOR's judgment,
contains libelous,  obscene or indecent material,  or invades any person's right
of privacy or other personal  right, or infringes a copyright or trademark owned
by a third  party,  or contains  any matter of any kind that is in  violation of
law, or if such Publication  shall be refused the use of the mails by the United
States  Postal  Service  or such  public  corporation  as may then exist for the
handling of mail,  or if any such issue is refused  entry into the United States
or Canada. In the event DISTRIBUTOR refuses distribution  hereunder with respect
to an issue of a Publication, no payments shall be due PUBLISHER under Paragraph
15 with respect to such issue.  Distribution of any issue of any  Publication(s)
covered by this  Agreement or receipt of  promotional  copies does not and shall
not establish nor  constitute  knowledge or approval by the  DISTRIBUTOR  of the
contents  of such  issue.  The  PUBLISHER  is aware  that  DISTRIBUTOR  does not
regularly  and is not  obligated  to  examine  or pass  upon any  issues  of the
Publication(s).  Nothing  contained in this Paragraph 19 shall affect any rights
of DISTRIBUTOR under Paragraph 16.

     (b)  If   DISTRIBUTOR   exercises  its  right  pursuant  to  the  terms  of
subparagraph  (a) of this  Paragraph  19 to refuse to  distribute  an issue of a
Publication, PUBLISHER shall thereafter for a period of one hundred eighty (180)

                                       22
<PAGE>

days  have  the  right  and  option  to  eliminate  such  Publication  from  the
Publication(s)  covered by this Agreement,  and upon exercise of such option, to
have such  Publication  thereafter  distributed by another  distributor  without
liability to PUBLISHER or DISTRIBUTOR.

20. FORCE MAJEURE
    -------------

     Neither  party  shall be liable  for any  damage  due to causes  beyond its
control,  including  but not limited  to,  acts of civil or military  authority,
orders,  rules or other actions by  appropriate  regulatory  authorities,  labor
difficulties,   fire,   flood,   power  failure,   or  other  natural  or  human
catastrophes, acts of God, national emergencies, quarantine, insurrection, riots
and  failure  of  transportation  and  equipment,  nor shall any of the above be
deemed a default by either party.

21. RELATIONSHIP OF PARTIES
    -----------------------

     It is understood  and agreed that the  relationship  between  PUBLISHER and
DISTRIBUTOR is that of creditor and debtor.  All moneys paid by or due and owing
from  Distributor's  Sales Outlets for copies of Publication(s)  not returned to
DISTRIBUTOR,  are and  shall at all  times  belong to and  remain  the  absolute
property of the  DISTRIBUTOR.  Consequently,  DISTRIBUTOR  shall bear any losses
from  uncollectible  accounts with  Distributor's  Sales outlets,  or with their
retailers  (exclusive  of Returns) and any legal fees or other costs or expenses
incurred for  collection or attempted  collection  therefrom with respect to the
Publication(s).  It is further understood and agreed that DISTRIBUTOR is not the
agent of the PUBLISHER except in connection with any services actually performed
pursuant  to  Paragraph  10 of this  Agreement,  nor is  PUBLISHER  the agent of
DISTRIBUTOR.  Further,  this  Agreement  does not  constitute  and  shall not be
construed as constituting a partnership or joint venture  between  PUBLISHER and
DISTRIBUTOR.  Neither  party  shall have any right to obligate or bind the other
party in any  manner  whatsoever,  except as  otherwise  specifically  set forth
herein,  and nothing  herein  contained  shall give, or is intended to give, any
right of any kind whatsoever to any third persons.

22. ASSIGNMENT, TRANSFERS AND SALE OF RIGHTS, ETC.
    ----------------------------------------------

     (a) Except as otherwise  provided in subparagraph (b) of this Paragraph 22,
PUBLISHER  may not assign this  Agreement  or any rights  hereunder to any other
person,   firm  or  corporation   without  the  prior  written  consent  of  the
DISTRIBUTOR; provided, however,

          (i) Nothing herein  contained shall be construed to prevent  PUBLISHER
     from  assigning  any right to receive  any  advance  or  payment  which the
     DISTRIBUTOR  is required to make to the PUBLISHER  under this  Agreement to
     any single party;

          (ii) Nothing herein contained shall be construed to prevent  PUBLISHER
     from assigning any rights hereunder to any lender as collateral; and

          (iii) Any assignment  made pursuant to this  subparagraph  shall state
     therein  that at all  times  the same is  subject  and  subordinate  in all
     respects to any and all of the rights of DISTRIBUTOR under this Agreement.

                                       23
<PAGE>

     (b) In the event PUBLISHER enters into an agreement to

          (i) sell,  transfer  or  dispose  of all or  substantially  all of the
     assets of PUBLISHER (collectively,  a "Sale"), to another party (other than
     an  Affiliate of PUBLISHER  provided  that such  Affiliate is a party to an
     Affiliate's Distribution Agreement) or

          (ii) sell,  transfer,  assign,  license  or  otherwise  relinquish  or
     dispose of any of its rights to publish any or all of the Publication(s) in
     an English  language  magazine  format  within the Territory and during the
     term  hereof,   or  their  title(s)  or  trademark(s)   covered  under,  or
     distributed pursuant to, this Agreement (collectively, an "Assignment"), to
     another  party (other than an Affiliate  of  PUBLISHER  provided  that such
     Affiliate is a party to an Affiliate's Distribution Agreement),

then any such agreement shall require that either

          (x) any such other party be bound by and affirmatively  assume all the
     obligations  of  PUBLISHER   hereunder   (including   any   liabilities  to
     DISTRIBUTOR  hereunder)  with  respect to all issues of the  Publication(s)
     subject to such Sale or  Assignment  (as the case may be),  the  respective
     Determination  Date(s)  (as  hereinafter  defined)  of which is (are) on or
     after the date of such Sale or Assignment (as the case may be) and that the
     DISTRIBUTOR  be  named  as a third  party  beneficiary  thereof,  or in the
     alternative,

          (y) such other  party  enter into a new  Distribution  Agreement  with
     DISTRIBUTOR on substantially  the same terms and conditions as contained in
     this  Agreement  for a term  equal  to the  then  remaining  term  of  this
     Agreement.

Upon the satisfaction of one of the foregoing alternatives (x) or (y), PUBLISHER
shall be relieved of any and all liability  under this Agreement with respect to
all issues of Publication(s) subject to such Sale or Assignment,  the respective
Determination  Date(s)  of which is (are) on or after  the date of such  Sale or
Assignment;  provided,  however,  that  PUBLISHER  shall not be  relieved of any
existing or estimated obligation or liability to DISTRIBUTOR,  or any subsequent
obligation  or  liability  if  same  concerns   Publications,   the   respective
Determination  Dates  of  which  are on or  before  the  date  of  such  Sale or
Assignment.  Any such  obligation or liability as to which PUBLISHER has no bona
fide dispute or contest or any  obligation or liability of PUBLISHER as to which
PUBLISHER  has no bona fide  dispute or  contest  arising  subsequent  to such a
transaction shall be paid by PUBLISHER to DISTRIBUTOR  within (10) business days
of receipt by PUBLISHER of a statement therefor, and if not so paid, DISTRIBUTOR
may  deduct  such  sum from  any  amounts  due or  thereafter  due to  PUBLISHER
hereunder,  and if no such amounts are due or thereafter become due, DISTRIBUTOR
may deduct such sum from any amounts due or thereafter due to a publisher  which
at such time is an Affiliate of PUBLISHER not earlier than two (2) business days
after the giving of Notice to such  Affiliate as to  DISTRIBUTOR's  intention to
take such deduction.

                                       24
<PAGE>

     (c) For purposes of this  Paragraph 22 the term  "Determination  Date" with
respect to an issue of a Publication shall mean the On-Sale Date, the Completion
of Shipping,  or the date of the  Settlement  Payment  Publisher  Statement with
respect to such issue, as selected by PUBLISHER in its sole discretion, provided
that such selection is  communicated  promptly to  DISTRIBUTOR,  but in no event
later than twenty (20) days before such Determination Date.

     (d)  PUBLISHER  shall not permit any  Affiliate to obtain any of its Rights
until and unless such Affiliate shall have executed an Affiliate's  Distribution
Agreement with respect to Publications using such Rights.

23. ONE-SHOTS AND/OR ANNUALS
    ------------------------

     Any one-shots and/or annuals derived from any of the  Publication(s) as may
hereafter be published shall be included in this Agreement on the same terms and
conditions as set forth herein.

24. OTHER OBLIGATIONS OF DISTRIBUTOR
    --------------------------------

     (a) DISTRIBUTOR shall not commence  distribution,  other than for PUBLISHER
or an Affiliate of PUBLISHER, of magazines or periodicals principally containing
crossword puzzles, fill-in puzzles,  find-a-word type puzzles, sudoku puzzles or
other  similar type  puzzles,  boxing  magazines,  wrestling  magazines or other
similar type  magazines  which are published on the Effective Date by or for any
of the  publishers  identified  on  Schedule  "B"  attached  hereto or any newly
commenced publications by any such identified publisher; provided, however, that
this subparagraph (a) shall not apply

          (i) at any time when PUBLISHER and all Affiliates of PUBLISHER engaged
     in publication of such type  magazines or  periodicals  shall  collectively
     have a market share of less than fifty  percent  (50%) of their  collective
     market share in 2005, or

          (ii) with  respect to any such  magazines  or  periodicals  which have
     since the Effective Date been sold by the respective  publishers identified
     on Schedule "B" to a publisher not on such  Schedule if such  magazines and
     periodicals sold have a collective market share of two percent (2%) or less
     at the time of the commencement of distribution by DISTRIBUTOR.

For purposes of this  subparagraph  (a), the collective  market share in 2005 of
PUBLISHER  and  Affiliates  of  PUBLISHER  engaged in  publication  of such type
magazines or  periodicals  shall be  determined  by reference to sale and Return
data  included  in  market  share  analysis  performed  in  conformity  with the
requirements set forth on Schedule "D".

     (b) DISTRIBUTOR  shall, and hereby agrees,  to provide the services and the
reports identified in Schedule "D" attached hereto.

     (c)  DISTRIBUTOR  shall,  and hereby  agrees,  to designate one employee of
DISTRIBUTOR  reasonably  acceptable  to  PUBLISHER  who  shall be the  exclusive
account executive for PUBLISHER during the term hereof; provided,  however, that

                                       25
<PAGE>

such  exclusive  account  executive  may also serve other  publishers  which are
Affiliates of PUBLISHER,  and further provided that in the event that the number
of Publications covered hereby, and by other agreements similar hereto with such
Affiliates becomes too great for any one account  executive,  DISTRIBUTOR may in
its  discretion   designate  another  such  account  executive,   who  shall  be
non-exclusive.

25. NOTICES
    -------

     (a) Except as otherwise specifically provided herein, all Notices permitted
or  required  to be given  hereunder  shall be in writing  and shall be given by
receipted  personal delivery or Federal Express (or similar  overnight  delivery
service),  at the respective addresses set forth below, or at such other address
or addresses as may be designated by either party.  Such Notices shall be deemed
given  when  delivered  to the  respective  address  set forth  below or to such
overnight  delivery service,  except that a Notice of change of address shall be
effective only from the date of its receipt. A copy of each Notice shall be sent
simultaneously to:

     TO DISTRIBUTOR:                             TO PUBLISHER:

                                                 6198 Butler Pike
                                                 Blue Bell, PA 19422

     Attention:  President                       P.O. Box 736
     505 Park Avenue                             Fort Washington, PA 19034
     New York, NY 10022
                                                 Attention:  Chairman

     with a copy to:                             with a copy to:

     Kable Distribution Services, Inc.           William J. Bonner, Esq.
     Attention:  Vice President                  40 Skippack Pike
     of Finance                                  P.O. Box 736
     Kable Square                                Ft. Washington, PA  19034
     Mount Morris, IL 61054

     as to Notices pursuant to Paragraph 3 to:

     Joseph Moran, Esq.
     AMREP Corporation
     212 Carnegie Center, Suite 302
     Princeton, NJ 08540

     and/or to such other person(s) or addresses as such parties shall designate
to the other by written Notice.

     (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 25
to the contrary,  a Printer's  Completion  Notice may be sent to  DISTRIBUTOR by
telecopier  transmission or electronic  transmission  with  confirmation copy by
first class mail or at  PUBLISHER's  option by  overnight  delivery  service and

                                       26
<PAGE>

shall  be  deemed  given  when so  transmitted,  if  subsequently  confirmed  by
telephone with the addressee or by a signed receipt of the addressee.

26. WAREHOUSING
    -----------

     In the event that any  Publication(s)  or other  materials of PUBLISHER are
stored at DISTRIBUTOR's warehouse,  PUBLISHER agrees to pay DISTRIBUTOR its then
current  handling and storage costs as they may be increased  from time to time.
DISTRIBUTOR  reserves  the  right to limit  the  amount  of  space  allotted  to
PUBLISHER.  PUBLISHER agrees to remove any Publication(s) or other material from
DISTRIBUTOR's  premises  upon thirty (30) days' Notice.  In the event  PUBLISHER
does not remove its property within such thirty (30) day period, DISTRIBUTOR may
remove and dispose of same as it sees fit at PUBLISHER's expense.

27. NON-DISCLOSURE
    --------------

     (a) The parties each acknowledge that the terms and conditions contained in
this Agreement constitute confidential business information, and that therefore,
each agree that  they,  their  representatives,  agents and  employees  will not
disclose  the  terms  and   conditions  of  this  Agreement  to  any  person  or
organization  except as otherwise provided in subparagraph (b) of this Paragraph
27.

     (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 27
to the contrary,

          (i) Either party may disclose the  provisions of this Agreement to any
     potential  purchaser,  assignee,  or licensee of any  Publication  or other
     asset of such party or to underwriters,  accountants,  lawyers,  bankers or
     other lenders,  or such other party or parties as such party may reasonably
     require in the ordinary  course of business;  provided that such  potential
     purchaser, assignee, licensee,  underwriter,  accountant, lawyer, banker or
     other  lender,  or other party agree in writing to hold the  provisions  of
     this Agreement  confidential in the same manner as required by the terms of
     this Paragraph 27;

          (ii) Either  party may disclose the  existence or  provisions  of this
     Agreement if required to do so by any court order or subpoena, or if in the
     reasonable  opinion of its  counsel it is required to do so by any state or
     Federal securities or other law or regulation; and

          (iii) Either party may disclose the  existence or  provisions  of this
     Agreement if any such information has already been publicly disclosed.

28. DISPUTE RESOLUTION FOR CLAIMS.
    ------------------------------

     (a) If PUBLISHER  shall have a claim for  nonpayment of any sums  allegedly
due hereunder against DISTRIBUTOR which DISTRIBUTOR  disputes, or if DISTRIBUTOR
shall have a claim against  PUBLISHER for  nonpayment of any sums  allegedly due

                                       27
<PAGE>

hereunder which PUBLISHER  disputes,  the aggrieved party (the "Claimant") shall
send Notice to the other party of a claim for  nonpayment  (and as to PUBLISHER,
within the time periods permitted by subparagraph 15(j) ("Notice of Dispute'')).

     (b) If the claim for nonpayment is not resolved to the mutual  satisfaction
of both  parties  within  Forty-Five  (45) days  after the  Notice of Dispute is
given, the Claimant may begin binding  arbitration  within twelve (12) months of
the giving of the Notice of Dispute to resolve the claim. The parties agree that
binding arbitration pursuant to the commercial arbitration rules of the American
Arbitration Association under the auspices of its New York City chapter shall be
the exclusive forum for resolving all such claims.

     (c) Arbitration awards may be entered as a judgment in a court of competent
jurisdiction.  Failure to pay an  arbitration  award within fifteen (15) days of
its issuance  shall be grounds for  termination  of this  Agreement by the party
entitled to receive such payment.

     (d) If at any time a Claimant has delivered Notices of Dispute to the other
party with  respect to claims  which  aggregate  One  Hundred  Thousand  Dollars
($100,000) or more, such party must submit all such claims to arbitration within
ninety  (90) days of the  giving of the Notice of  Dispute  with  respect to the
claim which, when aggregated with such other claims,  caused the claims first to
exceed One Hundred Thousand Dollars ($100,000).

     (e)  DISTRIBUTOR  shall retain all its rights to deduct any sums in dispute
from an Initial Advance Payment or a Settlement Payment  notwithstanding receipt
of a Notice of Dispute by  PUBLISHER  demanding  payment of the sum so  deducted
until the claim is resolved or an arbitration  award is entered on such claim in
PUBLISHER's favor.

29. CONSTRUCTION
    ------------

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the  State of New York  applicable  to  agreements  executed  and  fully
performed therein.

30. HEADINGS
    --------

     The headings in this  Agreement are for  convenience  or reference only and
shall not limit or otherwise affect the meaning hereof.

31. GENERAL
    -------

     (a) No waiver of any breach of this Agreement  shall be held to be a waiver
of any other or subsequent  breach.  No waiver,  modification or cancellation of
any term or  condition  of this  Agreement  or any  amendment  thereto  shall be
effective  unless  executed in writing by the party to be charged.  All remedies
afforded by this Agreement (including without limitation, the right to terminate
this  Agreement  where  applicable)  shall be taken and construed as cumulative,
that is, in addition to every other remedy provided herein or by law.

                                       28
<PAGE>

     (b) In the event  that the date on which any  payment  is to be made  under
this Agreement is a Saturday,  Sunday,  or legal  holiday,  the payment shall be
made on the next business day thereafter.

     (c) This  Agreement  shall be  binding  upon the  parties  hereto and their
respective legal representatives, heirs, successors and permitted assigns.

     (d) No oral or other  representations,  understandings  or agreements  have
been made or  relied  upon in the  making of this  Agreement  other  than  those
specifically  set  forth  herein.   This  Agreement,   supersedes  all  existing
agreements by and between the parties hereto and constitutes final expression of
their  agreement with respect to the subject matter hereof and is a complete and
exclusive  statement of the terms thereof.  The express terms hereof shall apply
and supersede any course of performance  between the parties and any practice or
usage of the trade or industry.

     (e) The  Schedules  attached to this  Agreement are  incorporated  into and
hereby made a part hereof.

                         (SIGNATURES ON FOLLOWING PAGE)




                                       29
<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have caused this Agreement executed
by their duly authorized officers, as of the day and year first above written.

KAPPA PUBLISHING GROUP, INC.         KABLE DISTRIBUTION SERVICES, INC.
     "PUBLISHER"                            "DISTRIBUTOR"


By: /s/  William R. Mainwaring       By: /s/  J.W. Roberts
   ------------------------------       ----------------------------------------

 William R. Mainwaring, Treasurer     James W. Roberts, Executive Vice President
---------------------------------    -------------------------------------------
     (Print Name and Title)                   (Print Name and Title)

    July 20, 2006                              July 20, 2006
---------------------------------    -------------------------------------------
             (Date)                                 (Date)



KAPPA PUZZLE GROUP, INC.             KAPPA ENTERTAINMENT GROUP, INC.
    "PUBLISHER"                              "PUBLISHER"


By: : /s/ William R. Mainwaring     By: : /s/ William R. Mainwaring
     ----------------------------        --------------------------------------


 William R. Mainwaring, Treasurer     William R. Mainwaring, Treasurer
---------------------------------   -------------------------------------------
     (Print Name and Title)                (Print Name and Title)


    July 20, 2006                            July 20, 2006
---------------------------------   -------------------------------------------
             (Date)                              (Date)



                                       30

</TEXT>
</DOCUMENT>
