Jon R. Smibert
Trial Attorney
Antitrust Division
U.S. Department of Justice
Great Lakes Office
Plaza 9 Building
55 Erieview Plaza, Suite 700
Cleveland, Ohio 44114-1836
U.S. DISTRICT COURT
LAWRENCE K. BAERMAN, CLERK

SEP 25 2003

FILED
SYRACUSE, NY

 September 16, 2003

    Re: United States v. Empire State News Corporation, Inc.

Dear Mr. Smibert:

This letter confirms the agreement of Doris Scheur that she will guarantee payment of up to $200,000, plus interest, of the fine levied against Empire State News Corporation, Inc. ("ESNC"), of 2800 Walden Avenue, Cheektowaga, New York 14225-4772, in the criminal case to be filed against ESNC in the Northern District of New York, in consideration for the Plea Agreement with the United States in that case. Doris Scheur hereby agrees that she will guarantee the financial support necessary to ESNC to make the periodic payments required by the United States District Court in accordance with the Plea Agreement filed in this case.

In the event of bankruptcy or dissolution of ESNC, or any other event that would prevent payment of the fine imposed by the United States District Court for the Northern District of New York, or upon failure of payment, Doris Scheur agrees that she will pay up to $200,000, plus interest, of the fine to be paid by ESNC in accordance with the sentence imposed by the District Court pursuant to the attached Plea Agreement.

In the event that Doris Scheur should die before full payment of ESNC's debt, a lien equal to the remaining balance of the guaranteed amount shall be placed on her estate until such time as Empire's debt is paid in full.

By execution of this letter I hereby confirm that this guarantee of payment is binding upon Doris Scheur.


_______________/s/________________
Doris Scheur, Officer
Empire State News Corporation, Inc.

Sworn to and subscribed before me this Sixteenth day of September, 2003.

_______________/s/________________
Notary Public

RICHARD J. DAY, ESQ.
Notary Public State of New York
Qualified in Erie County
My Commission Expires Aug.31,2004


SECRETARY'S CERTIFICATE
OF
EMPIRE STATE NEWS CORPORATION

I, Donald S. Day, the duly elected Secretary of Empire State News Corporation ("ESN"), a New York corporation, hereby certifies that pursuant to a written Consent in Lieu of a Meeting of the Board of Directors of the Corporation, duly executed by all of the Directors of the Corporation , the following resolutions were duly adopted in accordance with the requirements of the New York Business Corporation Law, and that said resolutions have not been modified or rescinded, and are still in full force and effect on the date hereof:

"RESOLVED: that the Board of Directors of the Corporation, hereby approves the Plea Agreement in United States of America v. Empire State News Corporation. Inc.. United States District Court, Northern District of New York, between the United States and the Corporation; and be it further

RESOLVED: that Lawrence M. Scheur, as President of the Corporation, and each of Gary Mucci, Esq., Richard J. Day, Esq., or Donald S. Day, Esq., of Hiscock & Barclay, LLP, as counsel for the Corporation, is hereby authorized to execute and deliver the Plea Agreement on behalf of the Corporation; and be it further

RESOLVED: that Lawrence M. Scheur, and each of the other officers of the Corporation, is hereby authorized and directed to pay the fine and the special assessment on behalf of the Corporation in accordance with the terms of the Plea Agreement; and be it further

RESOLVED: that each of Gary Mucci, Esq., Richard J. Day, Esq., and Donald S. Day Esq., is authorized to appear on behalf of the Corporation and to enter a plea of guilty on behalf of the Corporation for a violation of Section 1 of the Sherman Act, 15 U.S.C. §1, as provided in the Information attached to the Plea Agreement, and to appear on behalf of the Corporation at the sentencing; and be it further

RESOLVED: that Lawrence M. Scheur and each of the other officers of the Corporation, is hereby authorized and directed to take such further actions as may be necessary to assure the Corporation's compliance with the terms and conditions of the Plea Agreement."

IN WITNESS WHEREOF, I have hereunto set my hand this 19 day of Sept 2003.

_______________/s/________________
Donald S. Day, as Secretary
Empire State News Corporation


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ACTION BY CONSENT IN LIEU OF A SPECIAL MEETING
OF
THE BOARD OF DIRECTORS
OF
EMPIRE STATE NEWS CORPORATION, INC.
U.S. DISTRICT COURT
LAWRENCE K. BAERMAN, CLERK

SEP 25 2003

FILED
SYRACUSE, NY




The undersigned, being all of the Directors of Empire State News Corporation, Inc. (the "Corporation"), do hereby adopt the following resolutions as and for the resolutions of the Corporation, and the same shall be deemed adopted as if at a duly held special meeting of the Board of Directors of the Corporation on this date:

RESOLVED: that the Board of Directors of the Corporation, hereby approves the Plea Agreement in United States of America v. Empire State News Corporation, Inc., United States District Court, Northern District of New York, between the United States and the Corporation; and be it further

RESOLVED: that Lawrence M. Scheur, as President of the Corporation, and each of Gary Mucci, Esq., Richard J. Day, Esq., or Donald S. Day, Esq., of Hiscock & Barclay, LLP, as counsel for the Corporation, is hereby authorized to execute and deliver the Plea Agreement on behalf of the Corporation; and be it further

RESOLVED: that Lawrence M. Scheur, and each of the other officers of the Corporation, is hereby authorized and directed to pay the fine and the special assessment on behalf of the Corporation in accordance with the terms of the Plea Agreement; and be it further

RESOLVED: that each of Gary Mucci, Esq., Richard J. Day, Esq., and Donald S. Day Esq., is authorized to appear on behalf of the Corporation and to enter a plea of guilty on behalf of the Corporation for a violation of Section 1 of the Sherman Act, 15 U.S.C. 1, as provided in the Information attached to the Plea Agreement, and to appear on behalf of the Corporation at the sentencing; and be it further

RESOLVED: that Lawrence M. Scheur and each of the other officers of the Corporation, is hereby authorized and directed to take such further actions as may be necessary to assure the Corporation's compliance with the terms and conditions of the Plea Agreement.




Dated: September 18, 2003

_______________/s/________________
Lawrence M. Scheur


_______________/s/________________
Donald S. Day

_______________/s/________________
Doris A. Scheur



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