UNITED STATES OF AMERICA, Antitrust Division Department of Justice Washington, D.C. 20530,                                     Plaintiff,                   v. THE HEARST TRUST c/o The Hearst Corporation 959 Eighth Avenue New York, NY 10019 and THE HEARST CORPORATION, 959 Eighth Avenue New York, NY 10019                                     Defendants.

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Civil Action No. 1:01CV02119

It is stipulated by and between the undersigned parties, by their respective attorneys, that:

(1)  the parties consent that the Court may file and enter a Final Judgment in the form attached to this Stipulation, on the Court's own motion or on the motion of any party at any time, and without further notice to any party or other proceedings, if Plaintiff has not withdrawn its consent, which it may do at any time before the entry of judgment by serving notice of its withdrawal on Defendants, The Hearst Trust and The Hearst Corporation, and filing that notice with the Court;

(2)  Defendants, The Hearst Trust and The Hearst Corporation, waive any objection to venue or jurisdiction for purposes of this Final Judgment and authorize Kenneth A. Gallo, Esq., of Clifford Chance Rogers & Wells to accept service of all process in this matter on their behalf; and

(3)  in the event Plaintiff withdraws its consent or if the proposed Final Judgment is not entered pursuant to this Stipulation, this Stipulation shall be of no effect whatever and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding.

(4)  The entry of Final Judgment in accordance with this Stipulation settles, discharges, and releases any and all claims of Plaintiff, the United States, for civil penalties pursuant to Section 7A(g)(1) of the Clayton Act, 15 U.S.C. § 18a(g)(1), against Defendants and any officer, director, employee or trustee of Defendants, for failure to comply with Section 7A of the Clayton Act, 15 U.S.C. §18a, in connection with Defendants' 1998 acquisition of Medi-Span.

Dated:     10/10/01    

FOR THE DEFENDANTS:

_______________/s/________________
Kenneth A. Gallo
Clifford Chance Rogers and Wells
2001 K Street, NW
Washington, D.C. 20006
Counsel for Defendants The Hearst Trust and The Hearst Corporation

FOR THE PLAINTIFF:

_______________/s/________________ Charles A. James Assistant Attorney General Department of Justice Antitrust Division Washington, D.C. 20530

_______________/s/________________ Melvin H. Orlans _______________/s/________________ Daniel P. Ducore D.C. Bar No. 933721 Assistant Director _______________/s/________________ Eric D. Rohlck D.C. Bar No. 419660 Attorney _______________/s/________________ Kenneth M. Davidson D.C. Bar No. 970772 Attorney Bureau of Competition Federal Trade Commission 600 Pennsylvania Ave. NW Washington, D.C. 20580 (202) 326-2687