8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2008

______________

Chazak Value Corp.

(Exact name of registrant as specified in its charter)

______________

Delaware	000-29794	26-1846318
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

75 Rockefeller Plaza, 16th Floor, New York, NY 10019

(Address of Principal Executive Office) (Zip Code)

(212) 265-7013

(Registrant’s telephone number, including area code)

PubliCARD, Inc.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

PubliCARD, Inc, a Pennsylvania corporation (“PubliCARD”), and Chazak Value Corp. (“Chazak” or the “Company”) are parties to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 29, 2008, pursuant to which PubliCARD agreed to merge with and into Chazak (the “Merger”) as part of the reorganization of PubliCARD under Chapter 11 of the U.S. Bankruptcy Code. Immediately prior to the Merger, Chazak had no assets and was a wholly-owned subsidiary of PubliCARD. A purpose of the Merger, which was completed on January 30, 2008, was to reincorporate PubliCARD in Delaware under a new name. This description of the Merger Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information disclosed in Items 3.02, 5.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 1.03 Bankruptcy or Receivership.

On January 9, 2008, the United States Bankruptcy Court for the Southern District of New York (the “Court”) confirmed PubliCARD's First Amended Plan of Reorganization dated November 19, 2007 (as modified, the “Plan of Reorganization”) (In re: PubliCARD, Inc., Case No. 07-11517). The following description of the Plan of Reorganization is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K and incorporated by reference herein.

The Plan of Reorganization provides for, among other things, the reorganization of PubliCARD as Chazak, the cancellation of PubliCARD’s preferred stock and the common stock (the “PubliCARD Preferred Stock” and the “PubliCARD Common Stock,” respectively) upon the effectiveness of the Plan of Reorganization, and the issuance by Chazak of 5,133,352 shares of common stock, par value $0.01 per share (the “Chazak Common Stock”), as follows:

(i) Five percent (5%) of the Chazak Common Stock, or 256,676 shares, to the holders of “Allowed Interests” (as such term is defined in the Plan of Reorganization) arising under or in connection with the PubliCARD Preferred Stock (collectively as a class, the “PubliCARD Preferred Stockholders”);

(ii) Five percent (5%) of the Chazak Common Stock, or 256,676 shares, to the holders of “Allowed Interests” arising under or in connection with the PubliCARD Common Stock (collectively as a class, the “PubliCARD C Stockholders”); and

(iii) Ninety percent (90%) of the Chazak Common Stock, or 4,620,000 shares, to The 500 Group, LLC, a Delaware limited liability company (“The 500 Group”), in exchange for providing $500,000 of equity financing to Chazak.

Under the Plan of Reorganization, certain creditors of PubliCARD (the holders of “Allowed Administrative Claims”, “Allowed Tax Claims”, “Allowed Priority Claims” and “Allowed Secured Claims”, as each such term is defined in the Plan of Reorganization) will be paid in full, and certain other creditors (the holders of “Allowed Unsecured Claims”, as such term is defined in the Plan of Reorganization) will receive payments of approximately seventeen percent (17%) of the respective amount of their claims.

Information as to the assets and liabilities of PubliCARD as of December 31, 2007, presented in the form in which it was furnished to the Court as part of PubliCARD’s Monthly Consolidated Statement for the Period Ended December 31, 2007, is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

On January 30, 2008, in accordance with the Plan of Reorganization, the Company issued 4,620,000 shares of Chazak Common Stock to The 500 Group for $500,000 in cash, pursuant to that certain Contribution Agreement, dated as of October 26, 2007, between The 500 Group and PubliCARD (the “Contribution Agreement”). The Company’s issuance of shares of Chazak Common Stock to The 500 Group (and the subsequent distribution of such shares to the Funding Parties (defined below), as described in Item 5.01 of this Current Report on Form 8-K) is exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D thereunder because it is a private placement to accredited investors (as such term is defined in Regulation D). A copy of the Contribution Agreement is included as Exhibit 10.2 to this Current Report on Form 8-K.

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The shares of Chazak Common Stock being issued to the PubliCARD Common Stockholders and PubliCARD Preferred Stockholders as described in Item 1.03 of this Current Report on Form 8-K are being issued pursuant to Section 1145 of the United States Bankruptcy Code and, as such, are exempt from the registration requirements of the Securities Act.

The information disclosed in Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 3.03 Material Modifications to Rights of Security Holders.

On January 30, 2008, the effective date of the Plan of Reorganization, all of the PubliCARD Common Stock and the PubliCARD Preferred Stock was cancelled. The Company has filed with the Securities and Exchange Commission (the “SEC”) a Form 8-A with respect to the registration of the Chazak Common Stock under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 12g-3(a) thereunder and is the successor issuer to PubliCARD. The Company has also filed with the SEC a Form 15, as amended, with respect to the termination of the registration of the PubliCARD Common Stock under the Exchange Act.

The information disclosed in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 4.01 Changes in Registrant’s Certifying Accountant.

On February 1, 2008, the Company engaged Mahoney Cohen & Co. CPA, P.C. as its independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ended December 31, 2007.

Item 5.01 Changes in Control of Registrant.

The 500 Group, which is controlled by Joseph E. Sarachek (“Sarachek”), the Company’s Chairman of the Board, President and Chief Executive Officer, acquired control of the Company through its acquisition of 4,620,000 shares of Chazak Common Stock as described in Item 3.02 of this Current Report on Form 8-K, representing 90% of the Chazak Common Stock. In accordance with the terms of the Funding Agreement (the “Funding Agreement”), dated as of January 18, 2008, by and among PubliCARD, The 500 Group, Sarachek, Charles Fisch (“Fisch”), IA Capital Partners, LLC (“IA Capital”), Ridge View Group LLC (“Ridge View”) and Folio Holdings, LLC (“Folio Holdings”), each of Sarachek, Fisch, IA Capital, Ridge View and Folio Holdings contributed $100,000 to The 500 Group to fund its $500,000 investment in the Company. In accordance with the Funding Agreement, on January 31, 2008, The 500 Group distributed all 4,620,000 shares of Common Stock that it purchased under the Plan of Reorganization pro rata (924,000 shares each) to its members, consisting of Sarachek, Fisch, IA Capital, Ridge View and Folio Holdings (together, the “Funding Parties”). As a result of this distribution, each Funding Party holds 18% of the Chazak Common Stock. The source of the funds for each Funding Party’s investment in The 500 Group is such person’s working capital (in the case of entities) or personal funds (in the case of individuals).

The Funding Parties and the Company are parties to a Stockholders Agreement and a Registration Rights Agreement, both dated as of January 31, 2008. Under the Stockholders Agreement, during the eighteen-month period which commenced on January 31, 2008, (i) the Funding Parties agreed to vote their shares of Chazak Common Stock (a) for each Funding Party’s designee to the Board of Directors of the Company and (b) in favor of an equity incentive plan to be proposed by the Company’s management providing for the issuance of up to 10% (as of the date the effectiveness of such plan) of the outstanding shares of Chazak Common Stock, and (ii) each Funding Party agreed to provide a right of first refusal on the sale of shares of Chazak Common Stock under specified circumstances to the Company first, and then to the other Funding Parties, to the extent the Company has not exercised its right in full. Under the Stockholders Agreement, during such term, each Funding Party's right to designate a director will continue so long as such Funding Party continues to hold at least 50% of the number of shares of Chazak Common Stock distributed to it under the Funding Agreement by The 500 Group (as adjusted for stock splits and dividends). Under the Registration Rights Agreement, during the three-year period which commenced on January 31, 2008, the Funding Parties have the right to include their shares of Chazak Common Stock in Company registration statements filed under the Securities Act, except in certain limited circumstances specified in the Registration Rights Agreement.

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In accordance with the Plan of Reorganization, upon its effectiveness, the members of PubliCARD’s Board of Directors, other than Sarachek, were replaced with Chazak’s Board of Directors, which, consistent with the terms of the Stockholders Agreement, consists of Sarachek, Fisch, Roger Ehrenberg, David Marcus and Jonathan Lewis (the initial designees of the Funding Parties). Messrs. Ehrenberg, Marcus and Lewis are the managing members of, and control, IA Capital, Ridge View and Folio Holdings, respectively. Also on January 30, 2008, Mr. Sarachek was elected as Chairman of the Board of Directors of the Company. The Chazak Board of Directors has not yet established any committees.

Collectively, the Funding Parties may be deemed to control the Company. To the Company’s knowledge, no other person or group was in control of the Company immediately prior to The 500 Group’s acquisition of Chazak Common Stock.

The foregoing description of the Funding Agreement, Stockholders Agreement and Registration Rights Agreement is qualified in its entirety by the full text of such agreements, copies of which are filed as Exhibits 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K and incorporated by reference herein

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, the officers of Chazak immediately prior to the merger continue to serve in the same capacities after the Merger. These officers are:

Joseph E. Sarachek, 46, president and chief executive officer. Mr. Sarachek has been the chief executive officer and a director of PubliCARD since July 2006, as well as the managing partner of Triax Capital Advisors, LLC (“Triax”), a restructuring advisory firm he founded, since January 2003. Prior to founding Triax, Mr. Sarachek was a managing director of Balfour Capital Advisors, the predecessor to Triax, from September 2001 until January 2003. From July 2001 until September 2001, Mr. Sarachek was a managing director of Amroc Capital Advisors, a restructuring advisory group. From 1998 through January 2000, Mr. Sarachek acted as a consultant to PubliCARD, but did not have subsequent business with that company until his appointment as chief executive officer and director in July 2006. Mr. Sarachek, an attorney, formerly practiced corporate and bankruptcy law at McDermott, Will & Emery and Kelley Drye & Warren.

Marc B. Ross, 41, chief financial officer, treasurer and secretary. Mr. Ross has been PubliCARD’s principal financial officer since August 2007, and a principal at Triax since 2004. Prior to joining Triax, from July 2002 until June 2004, Mr. Ross was a senior manager in the business advisory group of Protiviti Inc., an international risk consulting firm with over 900 employees. From October 2000 through June 2002, Mr. Ross was a manager at Cherpock & Rosenfeld LLP, a boutique firm specializing in bankruptcy, turnaround, fraud and litigation support.

In connection with the effectiveness of the Plan of Reorganization, Mr. Sarachek waived his rights to the transaction fee and the stock options to which he otherwise would have been entitled under his Engagement Agreement with PubliCARD, dated as of July 21, 2006 (the “Engagement Agreement”). Also, as of the effective date of the Plan of Reorganization, Mr. Sarachek agreed to terminate his right to any payments under the Engagement Agreement for future services to the Company. Messrs. Sarachek and Ross are not currently being compensated for their services on behalf of the Company and the Company expects to negotiate appropriate compensation packages with them in the future.

The information disclosed in Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, the certificate of incorporation (the “Charter”) and the bylaws (the “Bylaws”) of Chazak immediately prior to the Merger continue to be the Company’s certificate of incorporation and bylaws after the Merger and replaced PubliCARD’s certificate of incorporation and bylaws in their entirety, effective January 30, 2008.

Under the Charter, in accordance with the Plan of Reorganization, Chazak is authorized to issue 60,000,000 shares of Chazak Common Stock. The holders of Chazak Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders. Cumulative voting for the election of directors is not authorized by the Charter. Chazak is prohibited by its Charter from issuing non-voting stock.

The holders of Chazak Common Stock are entitled to receive ratably such dividends as may be declared by Chazak’s board of directors from time to time out of legally available funds. In the event of a liquidation, dissolution or winding up of Chazak, holders of Chazak Common Stock have the right to a ratable portion of assets remaining after payment of liabilities. The Charter imposes no limitations on the transferability of the Chazak Common Stock.

The Chazak Common Stock has no preemptive or conversion rights. There are no redemption or sinking fund provisions with respect to the Chazak Common Stock.

The Charter contains a provision that allows the holders of the Chazak Common Stock to take action at an annual or special meeting of stockholders called in accordance with the Bylaws or by written consent or electronic transmission of stockholders in accordance with the Bylaws. Under the Charter and the Bylaws, the affirmative vote of the holders of at least sixty-six and two thirds percent (66 and 2/3%) of the voting power of the outstanding shares of Chazak Common Stock is required for the stockholders to adopt, amend or repeal the Bylaws. Under the Bylaws, the affirmative vote of the holders of at least sixty-six and two thirds percent (66 and 2/3%) of the voting power of the outstanding shares of Chazak Common Stock is required for the stockholders to remove a director without cause, unless a certain stockholders agreement is effective, in which case the affirmative vote of the holders of a majority of such voting power is required.

The foregoing description of the Charter and Bylaws is qualified in its entirety by the full text of such documents, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 7.01      Regulation FD Disclosure.

On January 31, 2008, Chazak issued a press release in connection with the effectiveness of the Plan of Reorganization. The press release is filed as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

2.1 First Amended Plan of Reorganization of PubliCARD, Inc..

2.2 Order Modifying First Amended Plan of Reorganization of PubliCARD, Inc..

3.1 Certificate of Incorporation of Chazak Value Corp.

3.2 Bylaws of Chazak Value Corp.

10.1 Agreement and Plan of Merger, dated as of January 29, 2008, by and between Chazak Value Corp. and PubliCARD, Inc.

10.2 Contribution Agreement, dated as of October 26, 2007, by and between The 500 Group, LLC and PubliCARD, Inc.

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10.3 Funding Agreement, dated as of January 18, 2008, by and among PubliCARD, Inc., The 500 Group, LLC, Joseph E. Sarachek, Charles Fisch, IA Capital, LLC, Ridge View Group LLC and Folio Holdings, LLC.

10.4 Stockholders Agreement, dated as of January 30, 2008, by and among Chazak Value Corp., Joseph E. Sarachek, Charles Fisch, IA Capital, LLC, Ridge View Group LLC and Folio Holdings, LLC.

10.5 Registration Rights Agreement, dated as of January 30, 2008, by and among Chazak Value Corp., Joseph E. Sarachek, Charles Fisch, IA Capital, LLC, Ridge View Group LLC and Folio Holdings, LLC.

99.1 Information as to the assets and liabilities of PubliCARD, Inc. as of December 31, 2007.

99.2 Press Release issued by Chazak Value Corp. on January 31, 2008.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Chazak Value Corp.
By:	/s/
	Joseph E. Sarachek
	President and CEO

Date: February 6, 2008

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INDEX TO EXHIBITS

Exhibit No. Description

2.1 First Amended Plan of Reorganization of PubliCARD, Inc..

2.2 Order Modifying First Amended Plan of Reorganization of PubliCARD, Inc..

3.1 Certificate of Incorporation of Chazak Value Corp.

3.2 Bylaws of Chazak Value Corp.

10.1 Agreement and Plan of Merger, dated as of January 29, 2008, by and between Chazak Value Corp. and PubliCARD, Inc.

10.2 Contribution Agreement, dated as of October 26, 2007, by and between The 500 Group, LLC and PubliCARD, Inc.

10.3 Funding Agreement, dated as of January 18, 2008, by and among PubliCARD, Inc., The 500 Group, LLC, Joseph E. Sarachek, Charles Fisch, IA Capital, LLC, Ridge View Group LLC and Folio Holdings, LLC.

10.4 Stockholders Agreement, dated as of January 30, 2008, by and among Chazak Value Corp., Joseph E. Sarachek, Charles Fisch, IA Capital, LLC, Ridge View Group LLC and Folio Holdings, LLC.

10.5 Registration Rights Agreement, dated as of January 30, 2008, by and among Chazak Value Corp., Joseph E. Sarachek, Charles Fisch, IA Capital, LLC, Ridge View Group LLC and Folio Holdings, LLC.

99.1 Information as to the assets and liabilities of PubliCARD, Inc. as of December 31, 2007.

99.2 Press Release issued by Chazak Value Corp. on January 31, 2008.

EX-2.1

LAW OFFICES OF DAVID C. MCGRAIL

676A Ninth Avenue #211

New York, New York 10036

(646) 290-6496

(646) 224-8377 Facsimile

David C. McGrail (DM 3904)

Counsel to PubliCARD, Inc.

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

	)
In re:	)	Chapter 11
	)
PUBLICARD, INC.,	)	Bankr. Case No.: 07-11517 (RDD)
	)
Debtor.	)
	)

FIRST AMENDED PLAN OF REORGANIZATION OF DEBTOR PUBLICARD, INC.

	Submitted by:
	/s/ David C. McGrail
	LAW OFFICES OF DAVID C. MCGRAIL David C. McGrail 676A Ninth Avenue #211 New York, New York 10036
	Counsel to PubliCARD, Inc.
Dated: November 19, 2007

PubliCARD, Inc. the above-captioned debtor and debtor-in-possession, proposes the following first amended plan of reorganization pursuant to Chapter 11 of the Bankruptcy Code.

ARTICLE I

DEFINITIONS

The following terms used in the Plan shall have the meanings specified below, and such meanings shall be equally applicable to both the singular and plural forms of such terms, unless the context otherwise requires. Any terms defined in the Disclosure Statement and not otherwise defined herein shall have the meanings set forth in the Disclosure Statement when used herein. Any terms used in the Plan, whether or not capitalized, that are not defined in the Plan or in the Disclosure Statement, but that are defined in the Bankruptcy Code or the Bankruptcy Rules shall have the meanings set forth in the Bankruptcy Code or the Bankruptcy Rules.

1.1.Administrative Claims: The collective reference to all Claims for costs and expenses of administration of this Case with priority under Bankruptcy Code § 507(a)(2), costs and expenses allowed under Bankruptcy Code § 503(b), the actual and necessary costs and expenses of preserving the Estate of the Debtor and operating the Debtor’s business, any indebtedness or obligations incurred or assumed by the Debtor pursuant to Bankruptcy Code § 364 or otherwise, professional fees and expenses of the Debtor to the extent allowed by an order of the Bankruptcy Court under Bankruptcy Code § 330(a) or § 331.

1.2.Allowance Date: With reference to a particular Claim or Interest, the date on which such Claim becomes an Allowed Claim or Interest; provided, however, that, if a Claim or Interest becomes an Allowed Claim or Interest pursuant to an order of the Bankruptcy Court, the Allowance Date shall be the date on which such order becomes a Final Order, and if a Claim or Interest becomes an Allowed Claim or Interest pursuant to the Plan, the Allowance Date shall be deemed the Effective Date.

1.3.Allowed: Such word shall mean (a) any Claim against the Debtor that has been listed by the Debtor in the Schedules as liquidated in an amount greater than zero dollars and not disputed or contingent and for which no contrary Proof of Claim has been filed and as to which no timely objection has been interposed; (b) any Interest in the Debtor that has been listed by the Debtor pursuant to Bankruptcy Rule 1007 on account of which no contrary Proof of Interest has been filed and as to which no timely objection has been interposed; (c) any Claim or Interest as to which a Proof of Claim or Proof of Interest has been timely filed and (i) no objection to the allowance thereof has been timely interposed on or before the Claims Objection Deadline and (ii) such Claim has not been withdrawn, paid in full (pursuant to a prior order of the Bankruptcy Court or otherwise), or otherwise deemed satisfied in full; (d) any Claim or Interest as to which any objection thereto has been determined by a Final Order in favor of the respective Claim or Interest Holder, or any such objection has been settled, waived through payment, or withdrawn; (e) any Claim or Interest that has otherwise been allowed by a Final Order; (f) any Claim as to which, upon the lifting of the automatic stay pursuant to Bankruptcy Code § 362, the liability of the Debtor, allowance, and the amount thereof are determined by a Final Order of a court of competent jurisdiction other than the Bankruptcy Court; or (g) any Administrative Claim for goods or non-professional services provided to the Debtor during this Case in the ordinary course of the Debtor’s business that has not been withdrawn, paid in full (pursuant to a prior order of the Bankruptcy Court or otherwise in the ordinary course of the Debtor’s business), or otherwise deemed satisfied in full in the ordinary course of the Debtor’s business. Unless otherwise ordered by the Bankruptcy Court prior to Confirmation, or as specifically provided to the contrary in this Plan with respect to any particular Claim, an “Allowed” Claim shall not include any interest on such Claim to the extent accruing or maturing on or after the Petition Date.

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1.4.Allowed . . . Claims: All Allowed Claims in the particular Class or of the specific type or nature described.

1.5.Allowed . . . Interests: All Allowed Interests in the particular Class or of the specific type or nature described.

1.6.Amended and Restated By-Laws: The by-laws of the Reorganized Debtor, a form of which is attached hereto as Exhibit 1.

1.7.Amended and Restated Certificate of Incorporation: The certificate of incorporation of the Reorganized Debtor, a form of which is attached hereto as Exhibit 2.

1.8.Assets: All of the right, title, and interest of the Debtor in and to any and all assets and property, whether tangible, intangible, real, or personal, that constitute property of the Estate within the purview of Bankruptcy Code § 541, including any and all claims, Causes of Action, and/or rights of the Debtor under federal and/or state law.

1.9.Avoidance Claims: All of the Debtor’s and the Estate’s Causes of Action against Persons arising under any of Bankruptcy Code § 547, 548, 549, or 550, or under similar or related state or federal statutes and common law, including all preference, fraudulent conveyance, fraudulent transfer, and/or other similar avoidance claims, rights, and Causes of Action, whether or not litigation has been commenced as of the Effective Date to prosecute such Avoidance Claims.

1.10.Bankruptcy Code: Title 11 of the United States Code, as amended from time to time and made applicable to this Case.

1.11.Bankruptcy Court: The United States Bankruptcy Court for the Southern District of New York or any other court of competent jurisdiction exercising jurisdiction over this Case.

1.12.Bankruptcy Rules: The Federal Rules of Bankruptcy Procedure, promulgated under Section 2075, Title 28, United States Code, as amended from time to time, and made applicable to this Case.

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1.13.Business Day: A day other than a Saturday, Sunday, “legal holiday” (as such term is defined in Bankruptcy Rule 9006(a)), or any other day on which commercial banks in New York, New York are authorized or required by law to close.

1.14.(This) Case: The case of the Debtor commenced by a voluntary petition under Chapter 11 of the Bankruptcy Code, filed on the Petition Date, in the Bankruptcy Court.

1.15.Cash: Legal tender of the United States of America and equivalents thereof.

1.16.Cause of Action: Any and all actions, proceedings, causes of action, claims, suits, accounts, controversies, rights to legal or equitable remedies, and rights to payment, whether known, unknown, reduced to judgment, not reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured and whether asserted or unasserted, in law, equity or otherwise.

1.17.Chapter 11: Chapter 11 of the Bankruptcy Code.

1.18.Claim: Any right to payment from the Debtor arising, or with respect to which the obligation giving rise to such right has been incurred, before the Effective Date, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; or any right to an equitable remedy for breach of performance arising, or with respect to which the obligation giving rise to such right has been incurred, before the Effective Date, if such breach gives rise to a right to payment from the Debtor, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured.

1.19.Claims Objection Deadline: With respect to any Claim or Interest, the date on or before the later of (i) the 60th day following the Effective Date, (ii) the 60th day after the date a Proof of Claim or Interest or request for payment, as applicable, is filed, or (iii) such later date as may be established from time to time by entry of an order, prior to the expiration of the dates set forth in clauses (i) and (ii) hereof, by the Bankruptcy Court establishing the last date for filing objections to Claims.

1.20.Class: A category, designated herein, of Claims or Interests that are substantially similar to the other Claims or Interests in such category as specified in Article II hereof.

1.21.Confirmation: The entry on the docket of the Bankruptcy Court of the Confirmation Order.

1.22.Confirmation Date: The date upon which Confirmation occurs.

1.23.Confirmation Order: The order of the Bankruptcy Court confirming the Plan, a proposed form of which is attached hereto as Exhibit 3.

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1.24.Contribution Agreement: That certain contribution agreement between the Debtor and the Funding Party, dated October 26, 2007, a copy of which is attached hereto as Exhibit 4 and is incorporated herein by reference.

1.25.Creditor: Any Holder of a Claim against the Debtor that arose (or is based on an obligation incurred) on or before the Petition Date, including any Allowed Claim against the Estate of a kind specified in Bankruptcy Code § 502(g), (h), or (i).

1.26.Debtor: PubliCARD, Inc.

1.27.Debtor Parties: Collectively, the Debtor, the Reorganized Debtor, the Estate, and any Person seeking to exercise the rights of the Estate, including any successor to the Debtor or any Estate representative appointed or selected pursuant to Bankruptcy Code § 1123(b) or otherwise (including any Chapter 11 or Chapter 7 trustee appointed in this case), on their own behalf and on behalf of all the Debtor’s Creditors and Interest Holders and derivatively.

1.28.Disclosure Statement: The first amended disclosure statement and all supplements and exhibits thereto that relate to the Plan and are approved by the Bankruptcy Court pursuant to Bankruptcy Code § 1125.

1.29.Disputed Claim: A Claim as to which a Proof of Claim has been filed, or deemed filed under applicable law, as to which an objection has been or may be timely filed and which objection, if timely filed, has not been withdrawn and has not been overruled or denied by a Final Order. Prior to the Claims Objection Deadline, for the purpose of the Debtor’s obligation under Section 6.10(a) of the Plan to establish the Disputed Claims Reserve and for all other purposes under the Plan, a Claim shall be considered a Disputed Claim to the extent of the applicable dispute if: (i) the amount of the Claim specified in the Proof of Claim exceeds the amount of any corresponding Claim scheduled by the Debtor in its Schedules; (ii) any corresponding Claim scheduled by the Debtor in its Schedules has been scheduled as disputed, contingent, or unliquidated, irrespective of the amount scheduled; or (iii) no corresponding Claim has been scheduled by the Debtor in its Schedules.

1.30.Disputed Claims or Interest Reserve: This term shall have the meaning set forth in Section 6.10(a) hereof.

1.31.Disputed Class . . . Claim: Any Disputed Claim in the particular Class described.

1.32.Disputed Class . . . Interest: Any Disputed Interest in the particular Class described.

1.33.Disputed Interest: An Interest as to which a Proof of Interest has been filed, or deemed filed under applicable law, as to which an objection has been or may be timely filed and which objection, if timely filed, has not been withdrawn and has not been overruled or denied by a Final Order. An Interest shall be considered a Disputed Interest in its entirety if: (i) the amount of the Interest specified in the applicable Proof of Interest exceeds the amount of any corresponding Interest scheduled in the applicable books and records (including any transfer ledger) of the Debtor (with respect to Old PubliCARD Preferred Stock Interests) or the Old PubliCARD Common Stock Transfer Agent (with respect to Old PubliCARD Common Stock Interests), as of the Distribution Date; or (ii) no corresponding Interest has been scheduled in the applicable books and records (including any transfer ledger) of the Debtor (with respect to Old PubliCARD Preferred Stock Interests) or the Old PubliCARD Common Stock Transfer Agent (with respect to Old PubliCARD Common Stock Interests), as of the Distribution Date.

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1.34.Distribution Date: The Effective Date (or as soon thereafter as is practicable).

1.35.Effective Date: The Business Day on which the Plan becomes effective as provided in Article VIII hereof.

1.36.Estate: The estate of the Debtor in this Case, created pursuant to Bankruptcy Code § 541.

1.37.Executory Contract: Any executory contract or unexpired lease, subject to Bankruptcy Code § 365, between the Debtor and any other Person or Persons.

1.38.Final Order: An order or judgment entered by the Bankruptcy Court or other applicable court that has not been reversed or stayed and as to which the time to appeal, petition for certiorari, or move for reargument or rehearing has expired and as to which no appeal, petition for certiorari, or other proceedings for reargument or rehearing shall then be pending or as to which any right to appeal, petition for certiorari, reargue, or rehear shall have been waived in writing in form and substance satisfactory to the Debtor or, in the event that an appeal, writ of certiorari, or reargument or rehearing thereof has been sought, such order or judgment of the Bankruptcy Court or other applicable court shall have been affirmed by the highest court to which such order or judgment was appealed, or certiorari has been denied, or from which reargument or rehearing was sought, and the time to take any further appeal, petition for certiorari or move for reargument or rehearing shall have expired; provided, however, that the possibility that a motion under Bankruptcy Code § 502(j), Rule 59, or Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules may be but has not then been filed with respect to such order or judgment shall not cause such order or judgment not to be a Final Order.

1.39.Funding Party: The 500 Group, LLC.

1.40.General Unsecured Claims: Unless otherwise specified in this Plan, all Claims (including any Rejection Claims, any Claims as provided for in, and determined in accordance with, Bankruptcy Code § 506(a), and any undersecured or unsecured portions of Secured Claims, to the extent the Holder thereof has not timely elected application of Bankruptcy Code § 1111(b)(2) with respect to such Claim) against the Debtor, provided that, in each case, such Claims are (A) not (i) Secured Claims (as provided for, and determined in accordance with, Bankruptcy Code § 506(a)); (ii) Administrative Claims; (iii) Priority Claims; or (iv) Tax Claims and (B) not otherwise entitled to priority under the Bankruptcy Code or an order of the Bankruptcy Court.

1.41.Holder: The beneficial owner of any Claim or Interest.

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1.42.Insured Claim: Any Claim arising from an incident or occurrence alleged to have occurred prior to the Effective Date that is covered under an insurance policy applicable to the Debtor or its business.

1.43.Interest: An ownership interest in the Debtor as evidenced by an equity security (as such term is defined in Bankruptcy Code § 101(16)) of the Debtor.

1.44.Lien: Any lien, security interest, or other charge or encumbrance of any kind (including on any personal property or real property), or any other type of preferential arrangement, easement, right of way, or other encumbrance on title to real property.

1.45.New Common Stock: The shares of common stock, par value $.01 per share, of the Reorganized Debtor, to be issued and distributed in the manner provided by the Plan.

1.46.Non-Debtor Releasing Parties: Collectively, each and every Person that has held, holds, or may hold a Claim or Interest and that receives a distribution under this Plan or has its Claim Reinstated.

1.47.Old PubliCARD Common Stock: The 40,000,000 authorized shares of common stock, 24,940,403 of which are issued and are outstanding, and any options, warrants, or rights, contractual or otherwise, to acquire any shares of such common stock.

1.48.Old PubliCARD Common Stock Transfer Agent: Continental Stock Transfer & Trust Co.

1.49.Old PubliCARD Preferred Stock: The 1,000 authorized shares of preferred stock, 465 of which are issued and are outstanding, and any options, warrants, or rights, contractual or otherwise, to acquire any shares of such preferred stock.

1.50.Old PubliCARD Preferred Stock Certificates: Those certain certificates, together with all documents, instruments, and agreements related thereto (including the Certificate of Designation, Preferences and Rights of Class A Preferred Stock, Second Series, of PubliCARD, Inc., dated November 29, 2000) or entered into in connection therewith (as the same may have been amended or supplemented from time to time), reflecting the respective Holders’ Interests in the Old PubliCARD Preferred Stock.

1.51.Person: An individual, corporation, partnership, limited liability company, association, joint stock company, joint venture, estate, trust, unincorporated organization, government or any political subdivision thereof, or any other entity.

1.52.Petition Date: May 17, 2007, the date upon which the petition for relief under Chapter 11 with respect to the Debtor commencing this Case was filed.

1.53.Plan: This First Amended Plan of Reorganization, and all supplements and exhibits hereto, as the same may be amended or modified by the Debtor from time to time pursuant to, and in accordance with the Bankruptcy Code and the Bankruptcy Rules.

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1.54.Plan Documents: The documents and forms of documents specified or referenced in the Plan, and/or to be executed by the Debtor and/or the Reorganized Debtor pursuant to the terms of the Plan (including the Contribution Agreement, the Amended and Restated By-Laws, and the Amended and Restated Certificate of Incorporation), as all such documents and forms of documents may be amended and/or supplemented from time to time in accordance with the Plan.

1.55.Plan Funding: $500,000.

1.56.Plan Rejection Bar Date: Such term shall have the meaning ascribed to it in Plan Section 7.1(b).

1.57.Priority Claims: All Claims that are entitled to priority pursuant to Bankruptcy Code § 507(a) or (b) that are not Administrative Claims or Tax Claims.

1.58.Professional(s): Any professional(s) employed in this Case pursuant to Bankruptcy Code §§ 327, 328, or 1103 or otherwise, and any professional(s) seeking compensation or reimbursement of expenses in connection with this Case pursuant to Bankruptcy Code §§ 330, 331, and/or 503(b)(4).

1.59.Professional Fees: All fees due and owing to any Professional for compensation or reimbursement of costs and expenses relating to services incurred on and after the Petition Date and prior to the Effective Date.

1.60.Proof of Claim: Any written statement filed in this Case by a Creditor in which such Creditor sets forth the amount owed and sufficient detail to identify the basis for a Claim.

1.61.Proof of Interest: Any written statement filed in this Case by a Holder of an Interest in which such Interest Holder sets forth the Interest owned and sufficient detail to identify the basis for an Allowed Interest.

1.62.Reinstated or Reinstatement: Either (i) leaving unaltered the legal, equitable, and contractual right to which a Claim entitles the Holder of such Claim so as to leave such Claim unimpaired in accordance with Bankruptcy Code § 1124 or (ii) notwithstanding any contractual provision or applicable law that entitles the Holder of such Claim to demand or receive accelerated payment of such Claim after the occurrence of a default, (a) curing any such default that occurred before or after the Petition Date, other than a default of a kind specified in Bankruptcy Code § 365(b)(2) or of a kind that Bankruptcy Code § 365(b)(2) expressly does not require to be cured; (b) reinstating the maturity of such Claim as such maturity existed before such default; (c) compensating the Holder of such Claim for any damages incurred as a result of any reasonable reliance by such Holder on such contractual provision or such applicable law; (d) if such Claim arises from any failure to perform a nonmonetary obligation, other than a default arising from a failure to operate a nonresidential real property lease subject to Bankruptcy Code § 365(b)(1)(A), compensating the Holder of such Claim (other than the Debtor or an insider) for actual pecuniary loss incurred by such Holder as a result of such failure; and (e) not otherwise altering the legal, equitable, or contractual rights to which such Claim entitles the Holder of such Claim; provided, however, that any contractual right that does not pertain to the payment when due of principal and interest on the obligation on which such Claim is based, including, but not limited to, financial covenant ratios, negative pledge covenants, covenants or restrictions on merger or consolidation, and affirmative covenants regarding corporate existence, prohibiting certain transactions or actions contemplated by the Plan, or conditioning such transactions or actions on certain factors, shall not be required to be reinstated in order to accomplish the Reinstatement.

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1.63.Rejection Claims: All Claims arising as a result of the Debtor’s rejection of an Executory Contract pursuant to Bankruptcy Code §§ 365 and 1123, subject to the limitations provided in Bankruptcy Code § 502(b) or otherwise.

1.64.Released Party: Collectively, the Debtor and the Reorganized Debtor and their successors, assigns, subsidiaries, affiliates, directors and officers as of the Petition Date, employees, stockholders, and professionals, and any Person claimed to be liable derivatively through any of the foregoing.

1.65.Releasing Party or Releasing Parties: Either a Non-Debtor Releasing Party or a Debtor Party (as applicable), or collectively, the Non-Debtor Releasing Parties and the Debtor Parties (as applicable).

1.66.Reorganized Debtor: Chazak Value Corp., as reorganized on and after the Effective Date.

1.67.Schedules: The respective schedules of assets and liabilities and the statements of financial affairs filed in the Bankruptcy Court by the Debtor in accordance with Bankruptcy Code § 521, as such schedules or statements may be amended or supplemented from time to time in accordance with Bankruptcy Rule 1009 or an order of the Bankruptcy Court.

1.68.Secured Claims: All Claims that are secured by a properly perfected and not otherwise avoidable lien on property in which an Estate has an interest or that is subject to setoff under Bankruptcy Code § 553, to the extent of the value of the Claim Holder’s interest in the applicable Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to Bankruptcy Code § 506(a) and, if applicable, § 1129(b); provided, however, that if the Holder of a Secured Claim is entitled to and does timely elect application of Bankruptcy Code § 1111(b)(2), then such Holder’s Claim shall be a Secured Claim to the extent such Claim is Allowed.

1.69.Tax Claims: All Claims that are entitled to priority under Bankruptcy Code § 507(a)(8).

1.70.Voting Deadline: The deadline established by the Bankruptcy Court as the last date to timely submit a Ballot for voting to accept or reject the Plan.

1.71.Voting Record Date: The record date for voting on the Plan, which shall be November 27, 2007 (Eastern Time).

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ARTICLE II

CLASSIFICATION OF CLAIMS AND INTERESTS

2.1.In accordance with Bankruptcy Code § 1123(a)(1), Administrative Claims and Tax Claims have not been classified and are excluded from the following Classes (Article III describes the treatment of Administrative Claims and Tax Claims). For the purposes of the Plan, Holders of Claims against, or Interests in, the Debtor are grouped as follows in accordance with Bankruptcy Code § 1122(a):

2.2.Class 1 -- Priority Claims. Class 1 consists of all Allowed Priority Claims against the Debtor. Allowed Class 1 Claims shall be treated in the manner set forth in Section 4.2 hereof.

2.3.Class 2 -- Secured Claims. Class 2 consists of all Allowed Secured Claims against the Debtor. Allowed Class 2 Claims shall be treated in the manner set forth in Section 4.3 hereof.

2.4.Class 3 -- General Unsecured Claims. Class 3 consists of all Allowed General Unsecured Claims against the Debtor. Allowed Class 3 Claims shall be treated in the manner set forth in Section 5.2 hereof.

2.5.Class 4 -- Old PubliCARD Preferred Stock Interests. Class 4 consists of all Allowed Interests arising under or in connection with the Old PubliCARD Preferred Stock. Allowed Class 4 Interests shall be treated in the manner set forth in Section 5.3 hereof.

2.6.Class 5 -- Old PubliCARD Common Stock Interests. Class 5 consists of all Allowed Interests arising under or in connection with the Old PubliCARD Common Stock. Allowed Class 5 Interests shall be treated in the manner set forth in Section 5.4 hereof.

ARTICLE III

TREATMENT OF ADMINISTRATIVE CLAIMS AND TAX CLAIMS

3.1.Administrative Claims. Each Holder of an Allowed Administrative Claim shall receive, in full satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed Claim, Cash equal to the amount of such Allowed Claim on the later of (i) the Distribution Date and (ii) the date that is 10 days after the Allowance Date, unless such Holder has agreed to a different treatment of such Allowed Claim; provided, however, that Allowed Administrative Claims representing obligations incurred in the ordinary course of business and assumed by the Debtor shall be paid or performed in accordance with the terms and conditions of the particular transactions and any agreements related thereto.

3.2.Tax Claims. Each Holder of an Allowed Tax Claim shall receive, in full satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed Claim, at the election of the Debtor, in its sole discretion, either (i) Cash equal to the amount of such Allowed Claim on the later of (1) the Distribution Date and (2) the date that is 10 days after the Allowance Date, unless such Holder has agreed to a different treatment of such Allowed Claim, or (ii) in accordance with Bankruptcy Code § 1129(a)(9)(C), deferred Cash payments (1) of a value, as of the Effective Date, equal to the amount of such Allowed Tax Claim, (2) over a period not exceeding five years after the Petition Date, and (3) in a manner not less favorable than the treatment of Allowed Class 3 Claims, unless such Holder has agreed to a different treatment of such Allowed Claim.

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ARTICLE IV

TREATMENT OF CLASSES THAT ARE NOT IMPAIRED UNDER THE PLAN

4.1.Unimpaired Classes. Classes 1 and 2 are unimpaired. Therefore, pursuant to Bankruptcy Code § 1126(f), the Holders of Allowed Claims in such Classes are conclusively presumed to have accepted the Plan and are not entitled to vote thereon.

4.2.Class 1 -- Priority Claims. If not paid in full pursuant to a Final Order of the Bankruptcy Court prior to the Confirmation Date, each Holder of an Allowed Class 1 Claim shall receive, in full satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed Claim, Cash equal to the amount of such Allowed Claim on the latest of (i) the Distribution Date, (ii) the date that is 10 days after the Allowance Date of such Claim, and (iii) the date when such Allowed Claim becomes due and payable according to its terms and conditions.

4.3.Class 2 -- Secured Claims. In full satisfaction, settlement, release, and discharge of, and in exchange for, each Allowed Class 2 Claim, at the election of the Debtor, the Debtor shall either: (a) pay the amount of such Allowed Class 2 Claim against it in full, in Cash, on the later of the Effective Date or the Allowance Date of such Claim; (b) return the underlying collateral to the Holder of such Allowed Class 2 Claim; (c) Reinstate such Allowed Class 2 Claim in accordance with the provisions of Bankruptcy Code § 1124(2); (d) pay such Allowed Class 2 Claim in full in the ordinary course; or (e) treat such Allowed Class 2 Claim in a manner otherwise agreed to by the Holder thereof.

ARTICLE V

TREATMENT OF CLASSES THAT ARE IMPAIRED

AND ENTITLED TO VOTE UNDER THE PLAN

5.1.Impaired Classes. Holders of Allowed Claims and Interests in Classes 3, 4, and 5 are impaired and are entitled to vote to accept or reject the Plan.

5.2.Class 3 - Allowed General Unsecured Claims. Holders of Allowed Claims in Class 3 are impaired and are entitled to vote to accept or reject the Plan. On the Distribution Date, each Holder of an Allowed Class 3 Claim shall receive, in full satisfaction, settlement, release, and discharge of, and in exchange for, in each case as against the Debtor Parties, such Claim, such Holder’s pro rata share of $60,000.

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5.3.Class 4 - Old PubliCARD Preferred Stock Interests. Holders of Allowed Interests in Class 4 are impaired and are entitled to vote to accept or reject the Plan. On the Distribution Date, each Holder of an Allowed Class 4 Interest shall receive, in full satisfaction, settlement, release, and discharge of, and in exchange for, in each case as against the Debtor Parties, such Interest, such Holder’s pro rata share of 18,334 shares of New Common Stock, which shares shall represent, as of the Effective Date, in the aggregate, 5% of the outstanding shares of New Common Stock.

5.4.Class 5 - Old PubliCARD Common Stock Interests. Holders of Allowed Interests in Class 5 are impaired and are entitled to vote to accept or reject the Plan. On the Distribution Date, subject to and upon the implementation of Plan Sections 6.12 and 6.13, each Holder of an Allowed Class 5 Interest shall receive, in full satisfaction, settlement, release, and discharge of, and in exchange for, in each case as against the Debtor Parties, such Interest, such Holder’s pro rata share of 18,334 shares of New Common Stock, which shares shall represent, as of the Effective Date, in the aggregate, 5% of the outstanding shares of New Common Stock. The Debtor shall make the distributions of the appropriate amount of shares of New Common Stock to the record holders and/or nominees on behalf of the Holders of Allowed Old PubliCARD Common Stock Interests as set forth on the books and records (including any transfer ledger) of the Old PubliCARD Common Stock Transfer Agent as of the Distribution Date, in the manner set forth in Plan Section 6.7.

5.5.Distribution to the Funding Party. On the Distribution Date, in consideration of the Plan Funding provided by the Funding Party pursuant to the Contribution Agreement, the Funding Party shall receive 330,000 shares of New Common Stock, which shares shall represent, as of the Effective Date, 90% of the outstanding shares of New Common Stock.

ARTICLE VI

MEANS FOR IMPLEMENTATION OF THE PLAN

6.1.The Plan Funding and the Contribution Agreement.

(a)This Plan is premised on the Debtor’s ability to obtain the Plan Funding. The Plan Funding, which is sufficient to allow the Debtor to satisfy its obligations under the Plan, is to be contributed by the Funding Party to the Debtor on the Effective Date pursuant to the Contribution Agreement.

(b)If the Debtor is unable to obtain the Plan Funding on the Effective Date, the Confirmation Order shall be deemed vacated and of no further force or effect.

6.2.Board of Directors and Management of the Reorganized Debtor. Those directors so designated by the Funding Party within ten days of the Confirmation Hearing (with notice of such designation filed with the Bankruptcy Court) shall serve on the Reorganized Debtor’s Board of Directors as of the Effective Date. The Reorganized Debtor shall continue to be managed by the senior managers currently serving in such capacities.

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6.3.Execution and Delivery of Plan Documents. The execution and delivery by the Debtor or the Reorganized Debtor party thereto (as applicable) of all Plan Documents (including the Contribution Agreement) is hereby authorized without the need for any further corporate action or court order. All such Plan Documents shall become effective and binding upon the parties thereto simultaneously in accordance with their respective terms and conditions as of the Effective Date.

6.4.Issuance of New Common Stock. On the Effective Date, the Reorganized Debtor shall issue (i) 330,000 shares of New Common Stock to the Funding Party in accordance herewith and (ii) 36,667 shares (in the aggregate) of New Common Stock to the Holders of Interests in accordance herewith. The issuance of the New Common Stock pursuant to the Plan is authorized hereby without the need for any further corporate action or court order. Upon the issuance of such shares of New Common Stock, all such shares of New Common Stock will be deemed fully paid and nonassessable.

6.5.Corporate Governance and Corporation Action.

(a)On or before the Effective Date, the Reorganized Debtor shall (i) file its Amended and Restated Certificate of Incorporation with the appropriate state official(s) in accordance with applicable state law and (ii) adopt its Amended and Restated By-Laws. The Amended and Restated Certificate of Incorporation of the Reorganized Debtor shall, among other things, (i) prohibit the issuance of nonvoting equity securities to the extent required by Bankruptcy Code § 1123(a) and (ii) provide that (a) the number of authorized shares of New Common Stock shall be 60 million and (b) the par value of the New Common Stock shall be $.01. After the Effective Date, the Reorganized Debtor may amend and restate its Amended and Restated Certificate of Incorporation, Amended and Restated By-Laws, and/or other constituent documents (as applicable) as permitted by the governing state general corporation law and the applicable agreements of the Reorganized Debtor.

(b)On, before, or after the Effective Date, all actions reasonably necessary and desirable to effectuate, implement, or adopt: the issuance of the New Common Stock; the adoption and/or filing (as applicable) of the Amended and Restated Certificate of Incorporation, the Amended and Restated By-Laws, or similar constituent documents; the selection of the directors, officers, and/or managers of the Reorganized Debtor; and all other actions or transactions contemplated by the Plan, the Plan Documents, or such other documents, and all actions reasonably necessary and desirable to effectuate any of the foregoing, shall be authorized and approved in all respects hereby without the need for any further corporate action or court order. All matters provided for in the Plan involving the corporate structure, assets, and/or operations of the Debtor, the Reorganized Debtor, and any corporate action required by the Debtor or the Reorganized Debtor in connection with the Plan or the Plan Documents shall be deemed to have occurred and shall be in effect, without any requirement of further action by the respective security holders, officers, or directors of the Debtor or the Reorganized Debtor. After the Confirmation Date and on or prior to the Effective Date, the appropriate members of the Boards of Directors and/or officers of the Debtor and the Reorganized Debtor are authorized and directed to issue, execute, and deliver the agreements, documents, securities, certificates, and instruments contemplated by the Plan and/or the Plan Documents in the name of and on behalf of the Debtor or the Reorganized Debtor, as applicable.

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6.6.Administration of the Plan.

(a)After the Confirmation Date, each of the Debtor and the Reorganized Debtor is authorized, respectively, to perform those responsibilities, duties, and obligations set forth herein, including making distributions as provided under the Plan, objecting to the allowance of any Claim or Interest, prosecuting any litigation pertaining thereto, and paying such Claims or Interests as may be later Allowed, including as contemplated by the dispute resolution procedures contained in Section 6.10 hereof.

(b)The Reorganized Debtor may retain such management, law firms, accounting firms, experts, advisors, agents, consultants, investigators, appraisers, auctioneers, or other professionals as it may deem reasonably necessary to aid it in the performance of its responsibilities pursuant to the terms of the Plan. It shall not be a requirement that any such parties retained by the Reorganized Debtor be a “disinterested person” (as such term is defined in Bankruptcy Code § 101(14)).

(c)The Reorganized Debtor shall be responsible for filing all federal, state, and local tax returns for the Debtor and for the Reorganized Debtor.

(d)To the extent the manner of performance is not specified, the Debtor and the Reorganized Debtor will have the discretion to carry out and perform all other obligations or duties imposed on them by, or actions contemplated or authorized by, the Plan, any Plan Document, or by law in any manner their respective Boards of Directors or officers so choose, as long as such performance is not inconsistent with the intents and purposes of the Plan.

6.7.Provisions Relating to the Existing Stock.

(a)On the Effective Date, the Old PubliCARD Preferred Stock, the Old PubliCARD Common Stock, any other Interest in the Debtor, the obligations under the Old PubliCARD Preferred Stock Certificates and any options, warrants, calls, subscriptions, or other similar rights or other agreements or commitments, contractual or otherwise, obligating of the Debtor to issue, transfer, or sell any shares of Old PubliCARD Preferred Stock, Old PubliCARD Common Stock, or any other Interest in the Debtor shall be automatically canceled and deemed terminated, extinguished, and of no further force and effect without further act or action under any applicable agreement, law, regulation, order, or rule, and the Holders thereof or the parties thereto shall have no rights, and such instruments or agreements shall evidence no rights except the right to receive the distributions (if any) to be made to the Holders of such instruments under this Plan; provided, however, that the Old PubliCARD Common Stock and the Old PubliCARD Preferred Stock shall not be deemed canceled on the books and records of the Old PubliCARD Common Stock Transfer Agent, the applicable securities depositories, clearing systems, or broker, bank, or custodial participants in the clearing system, solely to the extent necessary to facilitate distributions to the Holders of Allowed Old PubliCARD Common Stock Interests and Old PubliCARD Preferred Stock Interests, as of the Distribution Date, pursuant to the Plan.

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(b)For the purpose of distributions to the Holders of Allowed Old PubliCARD Common Stock Interests and Allowed Old PubliCARD Preferred Stock Interests under the Plan, the Old PubliCARD Common Stock Transfer Agent shall be deemed to be the sole Holder of all such Interests. All distributions on account of the Allowed Old PubliCARD Common Stock Interests and Allowed Old PubliCARD Preferred Stock Interests under the Plan shall be distributed to the Old PubliCARD Common Stock Transfer Agent for further distribution to Holders of Allowed Old PubliCARD Common Stock Interests and Allowed Old PubliCARD Preferred Stock Interests, as applicable, as of the Distribution Date, pursuant to the terms and subject to the conditions of the Plan. The Old PubliCARD Common Stock Transfer Agent shall thereafter take all steps reasonably necessary and appropriate to effectuate such further distribution thereof to the Holders of Allowed Old PubliCARD Common Stock Interests and Allowed Old PubliCARD Preferred Stock Interests, as applicable (including making a distribution of the appropriate amount of shares of New Common Stock to the record holders of the Old PubliCARD Common Stock with instructions that such record holders subsequently distribute such shares of New Common Stock to the applicable Holders of Allowed Old PubliCARD Common Stock Interests on whose behalf such record holders respectively hold the Old PubliCARD Common Stock).

(c)The Debtor shall pay the reasonable and customary fees, charges, and expenses (including the reasonable fees and expenses of its counsel) incurred by the Old PubliCARD Common Stock Transfer Agent in the performance of any function associated with the Plan during the period from and including the Petition Date until such time as all distributions provided for under the Plan to the Holders of Allowed Old PubliCARD Common Stock Interests and Allowed Old PubliCARD Preferred Stock Interests have been made, without application by or on behalf of such parties to the Bankruptcy Court and without notice and a hearing.

6.8.Delivery of Distributions; Unclaimed Property; Undeliverable Distributions.

(a)Except as may otherwise be provided herein, any distributions to Holders of Allowed Claims or Allowed Interests under this Plan shall be made: (i) at the addresses set forth either on the Schedules filed or as otherwise set forth on the Debtor’s books and records or upon the applicable books and records of the Old PubliCARD Common Stock Transfer Agent (including any transfer ledger maintained thereby), or on the respective Proofs of Claim or Proofs of Interest (as applicable) filed by such Holders in the event that the addresses indicated thereon differ from those set forth on the Schedules filed or as otherwise set forth on the Debtor’s books and records or upon the applicable books and records of the Old PubliCARD Common Stock Transfer Agent, including any transfer ledger maintained thereby (as applicable); or (ii) at the addresses set forth in any written notices of address change delivered to the Debtor or the Reorganized Debtor (if after the Effective Date) after the date of any related Proof of Claim or Proof of Interest.

(b)If the distribution to the Holder of any Allowed Claim or Allowed Interest is returned to the Reorganized Debtor as undeliverable, no further distribution shall be made to such Holder unless and until the Reorganized Debtor is notified in writing of such Holder’s then current address. The Reorganized Debtor shall retain any such undeliverable distributions.

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(c)Any Holder of an Allowed Claim or Allowed Interest who does not assert a claim for an undeliverable distribution by 5:00 p.m. prevailing Eastern Time on the date that is one year after the date by which such Holder was first entitled to such distribution shall no longer have any claim to, or interest in, such undeliverable distribution and shall be forever barred from receiving any distribution under the Plan.

(d)Nothing contained in the Plan shall require the Debtor or the Reorganized Debtor to attempt to locate any Holder of an Allowed Claim or Allowed Interest.

6.9.Funding of Cash Distributions under the Plan. Any funds necessary to make the Cash distributions required under the Plan and/or to fund the future obligations of the Reorganized Debtor shall be made from the Cash on hand of the Debtor and of the Reorganized Debtor or the future operations of the Debtor and the Reorganized Debtor (as applicable).

6.10.Disputed Claims and Disputed Interests.

(a)No distribution or payment shall be made on a Disputed Claim or a Disputed Interest until such Disputed Claim becomes an Allowed Claim or such Disputed Interest becomes an Allowed Interest (as applicable). On the Distribution Date, the distributions reserved for the Holders of Disputed Claims or Disputed Interests in each Class under the Plan shall be deposited in interest-bearing accounts maintained therein for the benefit of the Holders of Disputed Claims or Disputed Interests whose Claims or Interests are ultimately Allowed in the respective Classes in which the Disputed Claims or Disputed Interests are classified (each account a “Disputed Claims or Interests Reserve”).

(b)Notwithstanding any other provisions of the Plan, the Reorganized Debtor (or any transfer or disbursing agent retained by the Reorganized Debtor pursuant to Plan Section 6.6(b)) shall withhold from the property to be distributed from the Plan and deposit in each Disputed Claims or Interests Reserve a sufficient amount of such withheld property to be distributed on account of the face amount of Claims or Interests that are Disputed Claims or Disputed Interests (as applicable) in such Class as of the Distribution Date for such Class under the Plan. For the purposes of this provision, the “face amount” of a Claim or Interest is (i) the amount set forth on the applicable Proof of Claim or Proof of Interest (as applicable) or such lower amount as may be determined in accordance with Plan Section 6.10(c), unless the Claim is filed in an unliquidated amount or (ii) if a Proof of Claim has been filed in an unliquidated amount, the amount determined in accordance with Plan Section 6.10(c).

(c)As to any Disputed Claim or Disputed Interest, if any, the Bankruptcy Court shall, upon motion by the Debtor or the Reorganized Debtor (as applicable), estimate the maximum allowable amount of such Disputed Claim or Disputed Interest and the amount to be placed in the Disputed Claims or Interests Reserve on account of such Disputed Claim or Disputed Interest (as applicable). Pending the Bankruptcy Court’s ruling on any such estimation motion, the Debtor or the Reorganized Debtor (as applicable) shall only be required to place in the Disputed Claims or Interests Reserve account a sufficient amount of Cash or other consideration to be distributed on account of the estimated maximum allowable amount of such Disputed Claim or Disputed Interest set forth in such motion. If so authorized by order of the Bankruptcy Court, any (i) Creditor whose Claim or (ii) Interest Holder whose Interest is so estimated by an Order of the Bankruptcy Court shall not have any recourse to the Debtor or to the Reorganized Debtor, any Assets theretofore distributed on account of any Allowed Claim or Allowed Interest (as applicable), or any other entity or property if the finally Allowed Claim of that Creditor or Allowed Interest of that Interest Holder (as applicable) exceeds that estimated maximum allowable amount. Instead, such Creditor or Interest Holder shall have recourse only to the undistributed assets (if any) in the applicable Disputed Claims or Interests Reserve for the Claim of that Creditor or the Interest of that Interest Holder (as applicable) and (on a pro rata basis with other Creditors or Interest Holders, as applicable, of the same Class who are similarly situated) to those portions (if any) of the Disputed Claims or Interests Reserve for other Disputed Claims or Disputed Interests of the same Class that exceed the ultimately allowed amount of such Claims or Interests (as applicable).

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(d)All earnings on any Cash held in a Disputed Claims or Interests Reserve account (if any) shall be held in trust and shall be distributed only in the manner described in the Plan.

(e)At such time as all or any portion of a Disputed Claim becomes an Allowed Claim or a Disputed Interest becomes an Allowed Interest, the distributions reserved for such Disputed Claim or Disputed Interest (as applicable) or such portion, plus any earnings thereon (if any), shall be released from the appropriate Disputed Claims or Interests Reserve account and delivered to the Holder of such Allowed Claim or Allowed Interest in the manner as described in the Plan. At such time as all or any portion of any Disputed Class 1 or 2 Claim or Class 4 or Class 5 Interest is determined not to be an Allowed Claim, the distribution reserved for such Disputed Claim or Disputed Interest (as applicable) or such portion, plus any earnings thereon, shall be released from the appropriate Disputed Claims Reserve account and returned to the Reorganized Debtor. At such time as all or any portion of any Disputed Class 3 Claim is determined not to be an Allowed Claim, the distribution reserved for such Disputed Claim or such portion, plus any earnings thereon, shall be released from the appropriate Disputed Claims Reserve account and made available for redistribution, on a pro rata basis to the Holders of Allowed Claims of such Class.

(f)After the Confirmation Date, the Debtor, and, after the Effective Date, the Reorganized Debtor, shall have the authority to object to and litigate any Disputed Claims or Disputed Interests and shall have the authority to settle, compromise, resolve, or withdraw any objection to Disputed Claims or Disputed Interests, without the need for any Bankruptcy Court or other approval or any other or further notice.

(g)Except as otherwise provided in the Plan, if there exists any Disputed Administrative Claim, Disputed Tax Claim, or Disputed Class 1 or 2 Claim, the Reorganized Debtor shall withhold in a separate reserve account the “face amount” (as calculated under Plan Section 6.10(b)) of any such Disputed Claim until and to the extent such Claim is determined to be an Allowed Claim.

(h)The Reorganized Debtor shall obtain a bond with respect to any funds held in any Disputed Claims or Interests Reserve.

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6.11.Deadline for Determining the Record Holders of Interests. At the close of business on the Distribution Date, the respective transfer records for the Old PubliCARD Preferred Stock and the Old PubliCARD Common Stock shall be closed, and there shall be no further changes in the record holders thereof after such date. Neither the Debtor, the Reorganized Debtor, any disbursing agent or transfer agent retained by the Reorganized Debtor pursuant to Plan Section 6.6(b), nor the Old PubliCARD Common Stock Transfer Agent shall have any obligation to recognize any transfer of the Old PubliCARD Preferred Stock Interests or the Old PubliCARD Common Stock Interests occurring after the Distribution Date, and such parties shall be entitled, instead, to recognize and deal for all purposes hereunder with only those record holders thereof as of the close of business on the Distribution Date.

6.12.No Fractional Shares. No fractional shares of New Common Stock will be issued or distributed under the Plan. Whenever any distribution to a particular Person would otherwise call for the distribution of a fraction of a share of New Common Stock, the actual distribution of shares of such stock will be rounded down to the next lower whole number. The total number of shares of New Common Stock distributed under the Plan will be adjusted as necessary to account for this rounding. No consideration will be provided in lieu of fractional shares of New Common Stock that are rounded down.

6.13.No De Minimis Distributions. Neither the Debtor, the Reorganized Debtor, nor any disbursing agent or transfer agent retained by the Reorganized Debtor pursuant to Plan Section 6.6(b) will distribute any New Common Stock to any Holders of an Allowed Interest represented by 100 or fewer shares of Old PubliCARD Common Stock. Any such Holder will have its Claim for such distribution discharged and will be forever barred from asserting any such claim against the Reorganized Debtor or its property. The Debtor estimates that, as a result of this Plan Section 6.13, approximately 1400 Holders of Old PubliCARD Common Stock will receive New Common Stock.

6.14.Withholding and Reporting Requirements. In connection with the Plan and all instruments issued in connection therewith and distributed thereunder, the Debtor, the Reorganized Debtor, any disbursing agent or transfer agent retained by the Reorganized Debtor pursuant to Plan Section 6.6(b), and the Old PubliCARD Common Stock Transfer Agent, as the case may be, shall comply with all applicable withholding and reporting requirements imposed by any federal, state, local, or foreign taxing authority, and all distributions under the Plan shall be subject to any such withholding and reporting requirements.

6.15.Direction to Parties. From and after the Effective Date, the Reorganized Debtor may apply to the Bankruptcy Court for an order directing any necessary party to execute or deliver or to join in the execution or delivery of any instrument required to effect a transfer of property dealt with by the Plan and to perform any other act that is necessary for the consummation of the Plan, pursuant to Bankruptcy Code § 1142(b).

6.16.Waiver of Avoidance Claims; Preservation of Other Causes of Action.

(a)As of the Effective Date, all of the Debtor’s and the Estate’s Avoidance Claims shall be deemed to have been, and shall be, released and/or waived, and all Persons shall hereby be enjoined from instituting and presenting in the name of the Debtor, or otherwise, any or all proceedings in order to collect, assert, or enforce any such Avoidance Claim of any kind.

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(b)Except as otherwise set forth in the Plan (including Article IX and Section 6.16(a) hereof), in accordance with Bankruptcy Code § 1123(b), as of the Effective Date, the Reorganized Debtor shall retain all Causes of Action other than with respect to any Avoidance Claims, and shall have the power, subject to any applicable releases and/or waivers contained in the Plan, (i) to institute and present in the name of the Debtor, or otherwise, all proceedings that they may deem proper in order to collect, assert, or enforce any claim, right, or title of any kind in or to the Debtor’s Assets or to avoid any purported Lien and (ii) to defend and compromise any and all actions, suits, or proceedings in respect of such Assets.

6.17.Distribution Limitations. Notwithstanding any other provision of the Plan to the contrary, no distribution shall be made on account of any Claim or Interest, or part thereof, (i) that is not an Allowed Claim or an Allowed Interest (as applicable) or (ii) that has been avoided or is subject to any objection. The sum total of the value of the distributions to be made on the Distribution Date to all Claims or Interests in a particular Class (if any) shall not exceed the aggregate amount of the Allowed Claims or Allowed Interests (as applicable) in such Class (if any), and the distribution to be made to each individual Holder of an Allowed Claim or an Allowed Interest shall not exceed the amount of such Holder’s Allowed Claim or Allowed Interest (as applicable).

6.18.Limitations on Amounts to Be Distributed to Holders of Allowed Insured Claims. Distributions under the Plan to each Holder of an Allowed Insured Claim will be in accordance with the treatment provided under the Plan for the Class in which such Allowed Insured Claim is classified, but will be reduced to the extent that such Allowed Insured Claim is satisfied from proceeds payable to the Holder thereof under any pertinent insurance policies and applicable law. Nothing in this Section 6.18 will constitute a waiver of any claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, or liabilities that any entity may hold against any other entity, including the Debtor’s insurance carriers.

ARTICLE VII

EXECUTORY CONTRACTS

7.1.Rejection of Executory Contracts.

(a)As of the Confirmation Date, but subject to the occurrence of the Effective Date, all Executory Contracts will be deemed rejected by the Debtor in accordance with the provisions and requirements of Bankruptcy Code §§ 365 and 1123, except those Executory Contracts that (i) have been assumed by order of the Bankruptcy Court, (ii) are the subject of a motion to assume pending on the Confirmation Date, or (iii) that are insurance policies assumed pursuant to Section 7.2 below. Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of such rejection pursuant to Bankruptcy Code §§ 365(a) and 1123.

(b)Each Person who is a party to an Executory Contract rejected under and pursuant to this Article VII shall be entitled to file, not later than 30 days after the entry of the Confirmation Order (the “Plan Rejection Bar Date”), a Proof of Claim against the Debtor for alleged Rejection Claims. If no such Proof of Claim for a Rejection Claim is timely filed against the Debtor, any such Claim shall be forever barred and shall not be enforceable against the Debtor, the Reorganized Debtor, or the Estate or the Debtor’s Assets. Objections to any such Proof of Claim shall be filed not later than 60 days after such Proof of Claim is filed (subject to any potential further extensions of such date as so ordered and approved by the Bankruptcy Court), and the Bankruptcy Court shall decide any such objections. Distributions shall be made no earlier than the later of (a) ten days after the expiration of the 60-day period (as such period may be extended by order of the Bankruptcy Court) for filing an objection in respect of any Proof of Claim filed pursuant to this Section 7.1(b), if no such objections are filed, and (b) ten days after the Claim has been allowed by a Final Order of the Bankruptcy Court.

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(c)Notwithstanding anything to the contrary herein, the Plan Rejection Bar Date shall apply only to Rejection Claims with respect to those Executory Contracts that are to be rejected under and pursuant to the Plan. Any Holder of a Rejection Claim for an Executory Contract that is not to be rejected pursuant to this Plan, but whose Rejection Claim instead arises under an Executory Contract that either has already been rejected by an order of the Bankruptcy Court or is the subject of a separate motion to reject pending on the Confirmation Date, must file a Proof of Claim for such Rejection Claim by the date provided in any order relating to such Rejection Claim.

7.2.Insurance Policies. All insurance policies of the Debtor providing coverage to the Debtor and/or the Debtor’s directors, officers, stockholders, members, agents, employees, representatives, and others for conduct in connection in any way with the Debtor, its assets, liabilities, and/or operations, to the extent such policies are Executory Contracts, shall be deemed assumed by the Debtor as of the Confirmation Date, subject to the occurrence of the Effective Date. Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of such assumptions pursuant to Bankruptcy Code §§ 365 and 1123 or otherwise, subject to the occurrence of the Effective Date. Whether such insurance policies are Executory Contracts or not, if they have not done so already, on or prior to the Effective Date, the Debtor shall cure any defaults (if any) under such insurance policies. Notwithstanding anything provided herein to the contrary, the Plan shall not be deemed in any way to diminish or impair the enforceability of any insurance policies that may cover claims against the Debtor or any other Person.

ARTICLE VIII

CONDITIONS PRECEDENT TO CONFIRMATION AND EFFECTIVENESS

8.1.Conditions to Confirmation. Confirmation of the Plan shall not occur unless and until the following conditions have been satisfied: (a) the Bankruptcy Court shall have entered an order approving the Disclosure Statement as containing adequate information pursuant to Bankruptcy Code § 1125, and such order shall not have been reversed, stayed, amended, or modified in any manner adverse to the Debtor or its Estate, and (b) the Confirmation Order shall be acceptable, in form and substance, to the Debtor and the Funding Party.

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8.2.Conditions to Effectiveness. Notwithstanding any other provision of the Plan or the Confirmation Order, the Effective Date shall not occur, and the Plan shall not be binding on any Person, unless and until each of the following conditions has been (a) satisfied or (b) waived or modified pursuant to Section 8.3 of the Plan:

(a)The Confirmation Order (i) shall have been entered on the docket by the Clerk of the Bankruptcy Court in form and substance acceptable to the Debtor and the Funding Party and (ii) shall not have been reversed, stayed, amended, or modified in any manner adverse to the Debtor or its Estate or the Funding Party;

(b)The Plan Documents and all other documents provided for under, and reasonably necessary to effectuate the terms of, and actions contemplated under, the Plan (including the Contribution Agreement), shall be in form and substance acceptable to the Debtor and the Funding Party and shall have been executed and delivered by the parties thereto, unless such execution or delivery has been waived in writing by the parties benefited by such documents;

(c)All authorizations, consents, and regulatory approvals required (if any) in connection with the effectiveness of this Plan shall have been obtained; and

(d)The Contribution Agreement shall have been consummated.

8.3.Waiver or Modification of Conditions. The Debtor may, but shall have no obligation, to waive or modify in writing, at any time, any of the conditions set forth in this Plan Article VIII, without notice, without leave of or order of the Bankruptcy Court, and without any formal action other than proceeding to consummate the Plan.

ARTICLE IX

TITLE TO PROPERTY AND RELEASES

9.1.Vesting of Property. As of the Confirmation Date, but subject to the occurrence of the Effective Date and the Contribution Agreement, (a) the Reorganized Debtor shall continue to exist as a separate corporate entity with all the powers of corporations under applicable law and without prejudice to any right to alter or terminate such existence (whether by merger or otherwise) under applicable state law, and (b) all Assets of the Debtor (including, but not limited to, the Debtor’s equity interests in any domestic or foreign subsidiary), wherever situated, shall vest in the Reorganized Debtor, subject to the provisions of the Plan and the Confirmation Order. Thereafter, the Reorganized Debtor may operate its business, incur debt and other obligations in the ordinary course of its business, and may otherwise use, acquire, and dispose of property free of any restrictions of the Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy Court. After the Effective Date, but retroactive to the Confirmation Date, all property retained by the Reorganized Debtor pursuant hereto shall be free and clear of all Claims, debts, Liens, security interests, obligations, encumbrances, and interests of Creditors and Interest Holders of the Debtor and all other Persons, except as contemplated by or provided in the Plan or the Confirmation Order and except for the obligation to perform according to the Plan and the Confirmation Order, and except for the respective claims, debts, Liens, security interests, encumbrances, and interests of those Holders of Allowed Class 2 Claims whose Secured Claims the Debtor elects to Reinstate pursuant to Plan Section 4.3 (as opposed to the Debtor electing to (i) pay the amount of such Allowed Class 2 Claim in full, (ii) return the underlying collateral to such Class 2 Creditor, or (iii) otherwise satisfy such Allowed Claim in a manner provided for under Section 4.3 hereof).

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9.2.Discharge and Injunction. Pursuant to Bankruptcy Code § 1141(b) or otherwise, except as may otherwise be provided herein or in the Confirmation Order, upon the occurrence of the Effective Date, the rights afforded and the payments and distributions to be made under this Plan shall be in complete exchange for, and in full and unconditional settlement, satisfaction, discharge, and release of, any and all existing debts, Claims, and Interests of any kind, nature, or description whatsoever against the Debtor or any of the Debtor’s Assets or other property, and shall effect a full and complete release, discharge, and termination of all Liens, security interests, or other Claims, interests, or encumbrances upon all of the Debtor’s Assets and property. No Creditor or Interest Holder of the Debtor nor any other Person may receive any distribution from the Debtor, the Estate, the Reorganized Debtor, or the Assets, or seek recourse against, the Debtor, the Estate, the Reorganized Debtor, or any of the Assets that are to be distributed under the terms of the Plan, except for those distributions expressly provided for under the Plan. All Persons are precluded from asserting, against any property that is to be distributed under the terms of the Plan, any Claims, Interests, obligations, rights, Causes of Action, liabilities, or equity interests based upon any act, omission, transaction, or other activity of any kind or nature that occurred prior to the Confirmation Date, other than as expressly provided for in the Plan or the Confirmation Order, whether or not (a) a Proof of Claim or Proof of Interest based upon such debt or Interest (as applicable) is filed or deemed filed under Bankruptcy Code § 501; (b) a Claim or Interest based upon such debt or Interest (as applicable) is allowed under Bankruptcy Code § 502; or (c) the Holder of a Claim or Interest based upon such debt or Interest (as applicable) has accepted the Plan or is deemed to have accepted the Plan under Bankruptcy Code § 1126(f). Except as otherwise provided in the Plan or the Confirmation Order with respect to a Claim that is expressly Reinstated under the terms and conditions of the Plan, all Holders of Claims and Interests arising prior to the Effective Date shall be permanently barred and enjoined from asserting against the Debtor, the Estate, the Reorganized Debtor, its successors, or the Assets, any of the following actions on account of such Claim or Interest: (a) commencing or continuing in any manner any action or other proceeding on account of such Claim or Interest against property to be distributed under the terms of the Plan, other than to enforce any right to distribution with respect to such property under the Plan; (b) enforcing, attaching, collecting, or recovering in any manner any judgment, award, decree, or order against any of the property to be distributed under the terms of the Plan, other than as permitted under subclause (a) above; (c) creating, perfecting, or enforcing any Lien or encumbrance against any property to be distributed under the terms of the Plan; and (d) acting or proceeding in any manner, in any place whatsoever, that does not conform to, or comply with, the provisions of the Plan.

9.3.No Waiver of Discharge. Except as otherwise specifically provided herein, nothing in this Plan shall be deemed to waive, limit, or restrict in any way the discharge granted to the Debtor upon Confirmation of the Plan by Bankruptcy Code § 1141.

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9.4.Post-Consummation Effect of Evidences of Claims or Interests. Except as otherwise expressly set forth in this Plan, any and all stock certificates and/or other evidences of Claims against, or Interests in, the Debtor shall, upon the Effective Date, represent only the right to participate in the distributions contemplated by the Plan, if any, and shall otherwise be cancelled and of no force and effect.

9.5.Term of Injunctions or Stays. Unless otherwise provided, all injunctions or stays provided for in this Case pursuant to Bankruptcy Code § 105, § 362, or otherwise, and in effect on the Confirmation Date, shall remain in full force and effect until the Effective Date.

9.6.Releases by Holders of Claims and Interests.

(a)Except as otherwise provided herein, as of the Confirmation Date, but subject to the occurrence of the Effective Date, each Non-Debtor Releasing Party, in consideration of the obligations of the Debtor and the Reorganized Debtor under the Plan and the New Common Stock and the contracts, instruments, releases, agreements, and documents to be executed and delivered in connection with the Plan, and in consideration of the efforts of the Released Parties to facilitate the expeditious reorganization of the Debtor and the implementation of the restructuring contemplated by the Plan, shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged the Released Parties from any and all claims, obligations, rights, Causes of Action, or liabilities (including, but not limited to, any claims arising out of, or relating to, any alleged fiduciary or other duty; any alleged violation of any federal or state securities law or any other law relating to creditors’ rights generally; any of the Released Parties’ ownership of any securities of the Debtor; or any derivative claims asserted on behalf of a Debtor), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, that such Non-Debtor Releasing Party ever had, now has, or may have that are based in whole or in part on any act, omission, transaction, or occurrence from the beginning of time through and including the Effective Date and in any way relating to the Debtor, this Case, or the Plan; the Disclosure Statement; the Plan Documents; the formulation, negotiation, preparation, dissemination, implementation, and/or administration of the Plan, the Disclosure Statement, and the Plan Documents; the confirmation and consummation of the Plan; the subject matter of, or the transactions or events giving rise to, any Claim or Interest of such Non-Debtor Releasing Party, any security previously issued by the Debtor; provided, however, that (i) this Section 9.6(a) shall not release, and the Non-Debtor Releasing Parties do not waive the right to enforce, the Debtor’s or the Reorganized Debtor’s duties, obligations, covenants, and agreements under (a) the Plan, (b) any settlement agreement approved by the Bankruptcy Court in this Case, or (c) the Plan Documents to be delivered under the Plan; (ii) the release set forth in this Section 9.6(a) is in addition to the discharge of Claims and termination of Interests provided in this Plan and under the Confirmation Order and the Bankruptcy Code; and (iii) nothing in this Section 9.6(a) shall be deemed to assert or imply any admission of liability on the part of any of the Released Parties.

(b)All Non-Debtor Releasing Parties shall be forever precluded from asserting any of the claims released pursuant to this Section 9.6 against any of the Released Parties or any of the Released Parties’ respective assets; and to the extent that any Non-Debtor Releasing Party receives monetary damages from any Released Party on account of any claim released pursuant to this Section 9.6, such Non-Debtor Releasing Party hereby assigns all of its right, title, and interest in and to such recovery to the Released Parties against whom such money is recovered.

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(c)Notwithstanding any provision of the Plan to the contrary, the releases contained in this Plan Section 9.6 shall not be construed as, or operate as a release of, or limitation on (i) any claims by the Non-Debtor Releasing Parties against the Released Parties that do not relate to or involve the Debtor or this Case, (ii) any claims, obligations, rights, causes of action, or liabilities by the Non-Debtor Releasing Parties against the Released Parties arising out of any action or omission to the extent that such action or omission is determined in a Final Order by a court of competent jurisdiction to have constituted willful misconduct or fraud, or (iii) objections to Claims or Interests.

9.7.Release by the Debtor. Except as otherwise provided herein, as of the Confirmation Date, but subject to the occurrence of the Effective Date, the Debtor Parties, in consideration of the obligations of the Debtor and the Reorganized Debtor under the Plan and the New Common Stock and the contracts, instruments, releases, agreements, and documents to be executed and delivered in connection with the Plan, and in consideration of the efforts of the Released Parties to facilitate the expeditious reorganization of the Debtor and the implementation of the restructuring contemplated by the Plan, shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged the Released Parties from any and all claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, and liabilities, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or hereafter arising, in law, equity, or otherwise, that such Debtor Party ever had, now has, or may have that are based in whole or in part on any act, omission, transaction, or occurrence taking place on or prior to the Effective Date and in any way relating to the Debtor, this Case, or the Plan; the Disclosure Statement; the Plan Documents; the formulation, negotiation, preparation, dissemination, implementation, and/or administration of the Plan, the Disclosure Statement, and the Plan Documents; the confirmation and consummation of the Plan; the subject matter of, or the transactions or events giving rise to, any Claim or Interest of such Debtor Party, or any security previously issued by the Debtor, provided, however, that such releases shall not apply to (i) any indebtedness of any Person to the Debtor for money borrowed by such Person or any other contractual obligation of any Person to the Debtor, (ii) any claims by the Debtor Releasing Parties against the Released Parties arising out of any action or omission to the extent that such action or omission is determined in a Final Order by a court of competent jurisdiction to have constituted willful misconduct or fraud,or (iii) any setoff or counterclaim that the Debtor may have or assert against any Person, provided that the aggregate amount thereof shall not exceed the aggregate amount of any Claims or Interests held or asserted by such Person against the Debtor. Holders of Claims and Interests against the Debtor shall be enjoined from commencing or continuing any action, employment of process, or act to collect, offset, or recover any such claim that could be brought on behalf of or in the name of the Debtor.

9.8.Injunction Related to Releases. The Confirmation Order will and shall be deemed to permanently enjoin the commencement or prosecution by any Person, whether directly, derivatively, or otherwise, of any claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, or liabilities released pursuant to the Plan (including the releases set forth in this Article IX).

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9.9.Exculpation. No Released Party or director or officer appointed after the Petition Date shall have or incur, and each Released Party hereby is exculpated from, any liability to any Person for any act taken or not taken or any omission in connection with, arising from or relating to this Case (and the commencement or administration thereof); the Disclosure Statement, the Plan, or the formulation, negotiation, preparation, dissemination, implementation, or administration of any of the foregoing documents; the solicitation of votes in connection with confirmation of this Plan; the Plan Documents; the confirmation and/or consummation of this Plan; any contract, instrument, release, or other agreement or document created or entered into in connection with the Plan; any other act taken or omitted to be taken in connection with, or in contemplation of, any of the restructuring or other transactions contemplated by this Plan; and the property to be distributed or otherwise transferred under this Plan; provided, however, that nothing in this Section 9.9 shall release any entity from any claims, obligations, rights, causes of action, or liabilities arising out of such entity’s fraud, gross negligence, willful misconduct, criminal conduct, unauthorized use of confidential information that causes damages, or ultra vires acts, and nothing shall limit the liability of the Debtor’s professionals to their client pursuant to any applicable code of professional conduct. Each Released Party shall be entitled reasonably to rely upon the advice of counsel with respect to its duties and responsibilities under this Plan and shall be fully protected in acting or refraining from acting in accordance with such advice.

9.10.Limitations on Releases, Injunction, and Exculpation. Nothing in the Conformation Order or this Plan shall effect a release of any claim by the United States Government or any of its agencies or any state or local authority whatsoever, including any claim arising under the Internal Revenue Code, environmental laws, or any criminal laws of the United States or any state or local authority, against the Released Parties, nor shall anything in the Confirmation Order or this Plan enjoin the United States Government or any state or local authority from bringing any claim, suit, action, or other proceeding against the Released Parties for any liability whatsoever, including any claim, suit, or action arising under the Internal Revenue Code, environmental laws, or any criminal laws of the United States or any state or local authority, nor shall anything in the Confirmation Order or this Plan exculpate any party from any liability to the United States Government or any of its agencies or any state or local authority whatsoever, including any liabilities arising under the Internal Revenue Code, environmental laws, or any criminal laws of the United States or any state or local authority, against the Released Parties.

ARTICLE X

RETENTION OF JURISDICTION

10.1.Claims and Actions. Following the Effective Date, the Bankruptcy Court shall retain such jurisdiction over this Case as is legally permissible, including such jurisdiction as is necessary to ensure that the intents and purposes of the Plan are carried out. The Bankruptcy Court shall also expressly retain jurisdiction: (a) to hear and determine all Claims against, and Interests in, the Debtor; and (b) to enforce all Causes of Action that may exist on behalf of the Debtor that are not otherwise waived or released under the Plan.

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10.2.Retention of Additional Jurisdiction. Following the Effective Date, the Bankruptcy Court shall also retain jurisdiction for the purpose of classification of Claims and Interests, the re-examination of Claims and Interests that have been allowed, and the dispositions of such objections as may be filed to any Claims or Interests, including Bankruptcy Code § 502(c) proceedings for estimation of Claims. The Bankruptcy Court shall further retain jurisdiction for the following additional purposes:

(a)to decide all questions and disputes regarding title to the respective Assets of the Debtor, all Causes of Action, controversies, disputes, or conflicts, whether or not subject to any pending action as of the Effective Date, between the Debtor and any other party, including any right to recover assets pursuant to the provisions of the Bankruptcy Code;

(b)to enforce and interpret the terms and conditions of the Plan and the Contribution Agreement;

(c)to enter such orders, including, but not limited to, such future injunctions as are necessary to enforce the respective title, rights, and powers of the Debtor, and to impose such limitations, restrictions, terms, and conditions on such title, rights, and powers as the Bankruptcy Court may deem necessary;

(d)to enter an order closing this Case;

(e)to correct any defect, cure any omission, or reconcile any inconsistency in the Plan, the Contribution Agreement, any other Plan Document, or the Confirmation Order as may be necessary to implement the intents and purposes of the Plan;

(f)to decide any and all objections to the allowance of Claims or Interests;

(g)to determine any and all applications for allowances of compensation and reimbursement of expenses and the reasonableness of any fees and expenses authorized to be paid or reimbursed under the Bankruptcy Code or the Plan;

(h)to determine any applications or motions pending on the Effective Date for the assumption and/or assignment or rejection of any Executory Contract and to hear and determine, and, if need be, to liquidate any and all Claims and/or disputes arising therefrom;

(i)to determine any and all applications, adversary proceedings, and contested matters that may be pending on the Effective Date;

(j)to consider any modification of the Plan, whether or not the Plan has been substantially consummated, and to remedy any defect or omission or to reconcile any inconsistency in any order of the Bankruptcy Court, to the extent authorized by the Plan or the Bankruptcy Court;

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(k)to determine all controversies, suits, and disputes that may arise in connection with the interpretation, enforcement, or consummation of the Plan, any Plan Document, or the Contribution Agreement;

(l)to consider and act on the compromise and settlement of any Claim against or Cause of Action by or against the Debtor arising under or in connection with the Plan or any Plan Document;

(m)to issue such orders in aid of execution of the Plan as may be authorized by Bankruptcy Code § 1142;

(n)to protect any Person against any Claims or Interests released pursuant to Article IX of the Plan; and

(o)to determine such other matters or proceedings as may be provided for under Title 28 or any other title of the United States Code, the Bankruptcy Code, the Bankruptcy Rules, other applicable law, the Plan, or in any order or orders of the Bankruptcy Court, including, but not limited to, the Confirmation Order or any order that may arise in connection with the Plan or the Confirmation Order.

10.3.Failure of Bankruptcy Court to Exercise Jurisdiction. If the Bankruptcy Court abstains from exercising or declines to exercise jurisdiction, or is otherwise without jurisdiction over any matter arising out of this Case, including the matters set forth in this Article X, this Article X shall not prohibit or limit the exercise of jurisdiction by any other court having competent jurisdiction with respect to such matter.

ARTICLE XI

MISCELLANEOUS PROVISIONS

11.1.Governing Law. Except to the extent the Bankruptcy Code or Bankruptcy Rules are applicable, and subject to the provisions of the Plan Documents and any other agreement or document entered into in connection with the Plan, the rights and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to the principles of conflicts of law thereof.

11.2.Revocation or Withdrawal of the Plan. The Debtor reserves the right to revoke or withdraw the Plan prior to the Confirmation Date. If the Debtor so revokes or withdraws the Plan, then the Plan shall be null and void and, in such event, nothing contained herein shall be deemed to (a) constitute a waiver or release of any Claims by or against, or any Interests in, the Debtor or any other Person, or (b) prejudice in any manner the rights of the Debtor or any Person in any further proceedings involving the Debtor.

11.3.Successors and Assigns. The rights, benefits, and obligations of any Person named or referred to in the Plan shall be binding upon, and shall inure to the benefit of, the heirs, executors, administrators, successors, or assigns of such Person.

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11.4.Time. In computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply, and, among other things, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is not a Business Day or, when the act to be done is the filing of a paper in court, a day on which weather or other conditions have made the clerk’s office inaccessible, in which event the period runs until the end of the next day which is not one of the aforementioned days. When the period of time prescribed or allowed is less than eight calendar days, intermediate days that are not Business Days shall be excluded in the computation.

11.5.Modification of the Plan. The Debtor or the Reorganized Debtor, as the case may be, reserve the right to alter, amend, or modify the Plan prior to or after the entry of the Confirmation Order in accordance with Bankruptcy Code § 1127.

11.6.Administrative Claims Bar Date. The Holder of an Administrative Claim (except for an Administrative Claim based upon Professional Fees, the allowance and timing for filing of applications for Professional Fees being governed by Section 11.7 of this Plan) arising prior to the Effective Date (other than for goods or non-professional services provided to the Debtor during this Case in the ordinary course of the Debtor’s business) must file a request for payment on or before 30 days after the Effective Date for such Administrative Claim to be eligible to be considered an Allowed Claim.

11.7.Professional Fees. No Professional Fees shall be paid except as specified herein or as allowed by an order of the Bankruptcy Court. All final applications for Professional Fees shall be filed with the Bankruptcy Court not later than thirty (30) days after the Effective Date. Without limiting the foregoing, the Reorganized Debtor will pay the amount it incurs after the Effective Date with respect to the reasonable fees, disbursements, expenses, or related support services of any Professional, as applicable (including the reasonable fees and expenses a Professional may incur following the Effective Date relating to its preparation and prosecution of an application for payment of Professional Fees), without application to, or order of, the Bankruptcy Court.

11.8.Payment of Statutory Fees. Prior to the Effective Date, the Debtor shall pay any fees, charges, or interest assessed against the Estate under 28 U.S.C. § 1930. Between the Effective Date and the entry of a final decree in this Case, the Reorganized Debtor shall pay any fees, charges, or interest assessed against the Estate under 28 U.S.C. § 1930 and, in connection therewith, shall assume responsibility for filing the necessary disbursement reports.

11.9.Claims Objection Deadline. Unless an earlier time is set by an order of the Bankruptcy Court, all objections to Claims or Interests must be filed by the Claims Objection Deadline; provided, however, that no such objections may be filed against any Claim or Interest after the Bankruptcy Court has determined by entry of a Final Order that such Claim or Interest is an Allowed Claim or Interest.

11.10.Deletion of Certain Classes. Any Class of Claims that is not occupied as of the date of the commencement of the Confirmation Hearing by an Allowed Claim or a Claim temporarily allowed under Bankruptcy Rule 3018 shall be deemed deleted from the Plan for all purposes.

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11.11.Applicability of Bankruptcy Code § 1125. The protection afforded by Bankruptcy Code § 1125(e) with regard to the solicitation of acceptances or rejections of the Plan shall apply to the fullest extent provided by law, and the entry of the Confirmation Order shall constitute the determination by the Bankruptcy Court that the Debtor and its respective officers, directors, partners, employees, members, agents, attorneys, accountants, financial advisors, investment bankers, dealer-managers, placement agents, and other professionals have acted in good faith and in compliance with the applicable provisions of the Bankruptcy Code pursuant to Bankruptcy Code § 1125(e) and therefore are not liable on account of such solicitation or participation for violation of any applicable law, rule, or regulation governing solicitation of acceptance or rejection of a plan or the offer, issuance, sale, or purchase of securities.

11.12.Bankruptcy Code § 1145 and Other Exemptions. Pursuant to Bankruptcy Code § 1145(a)(1), the issuance of the New Common Stock to the Holders of Interests shall be exempt from the registration requirements of the Securities Act and any state or local laws requiring registration for the offer or sale of securities. All such securities, when issued or sold, shall be freely transferable by the recipients thereof, subject to: (i) the provisions of Bankruptcy Code § 1145(b) relating to “underwriters,” as defined therein; (ii) any restrictions contained in the terms of the securities themselves; or (iii) any restrictions on the securities that have been agreed to by the holder of the securities with respect thereto. Any securities to be issued to the Holders of Interests under the Plan shall be issued without further act or action under applicable law, regulation, order, or rule. The issuance of New Common Stock to the Funding Party or any investor therein pursuant to the Contribution Agreement shall not be exempt from the registration of the Securities Act or any state or local laws requiring registration for the offer or sale of securities by virtue of Bankruptcy Code § 1145(a)(1). To the maximum extent permitted by law, pursuant to Section 4(2) of the Securities Act, Regulation D of the Securities Act, Rule 701 promulgated under the Securities Act, or otherwise, the issuance of any shares of common stock of the Reorganized Debtor shall be exempt from the registration requirements of the Securities Act and any state or local laws requiring registration for the sale of securities.

11.13.Bankruptcy Code § 1146(a) Exemption. Pursuant to Bankruptcy Code § 1146(a), the issuance, transfer, or exchange of any security under the Plan; the making or delivery of any instrument of transfer pursuant to, in implementation of, or as contemplated by the Plan; and the revesting, transfer, assignment, or sale of any real or personal property the Debtor pursuant to, in implementation of, or as contemplated by the Plan or the Contribution Agreement shall not be taxed under any state or local law imposing a stamp tax, transfer tax, or similar tax or fee.

11.14.Substantial Consummation. On the Effective Date, the Plan shall be deemed to be substantially consummated under Bankruptcy Code §§ 1101 and 1127(b).

11.15.Rules of Interpretation. For purposes of the Plan: (i) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (ii) any reference in the Plan to a contract, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such from or substantially on such terms and conditions; (iii) any reference in the Plan to an existing document or exhibit filed, or to be filed, shall mean such document or exhibit, as it may have been or may be amended, modified, or supplemented in accordance with its terms; (iv) unless otherwise specified, all references in the Plan to Sections, Articles, and Exhibits are references to Sections, Articles, and Exhibits of or to the Plan; (v) the words “herein” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (vi) captions and headings and references to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (vii) the terms “including,” “including, but not limited to,” and “including, without limitation,” shall be deemed interchangeable and given the same interpretation; and (viii) the rules of construction set forth in Bankruptcy Code § 102 shall apply.

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11.16.Severability. Except as to terms which, if unenforceable, would frustrate the overall purposes of this Plan, should any provision in the Plan be determined to be unenforceable, such determination shall in no way limit or affect the enforceability and operative effect of any or all other provisions of the Plan.

11.17.Implementation. The Debtor and the Old PubliCARD Common Stock Transfer Agent shall take all steps and execute all documents, including appropriate releases and certificates, reasonably necessary or appropriate to effectuate the provisions contained in this Plan.

11.18.Inconsistency. In the event of any inconsistency between the Plan and the Disclosure Statement, the provisions of the Plan shall govern; in the event of any inconsistency between the Plan and any Plan Document, the provisions of such Plan Document shall govern (except to the extent of any such inconsistencies that are adverse to the Debtor or the Reorganized Debtor, in which case the Plan shall govern).

11.19.Service of Documents. Any pleading, notice, or other document required by the Plan to be served on the Debtor or the Reorganized Debtor shall be sent by first class U.S. mail, postage prepaid, to:

PubliCARD, Inc.

75 Rockefeller Plaza, 16^th Floor

New York, NY 10019

Attn:Joseph E. Sarachek

with a copy to:

Law Offices of David C. McGrail

676A Ninth Avenue #211

New York, New York 10036

Attn:David C. McGrail, Esq.

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11.20.Compromise of Controversies. Pursuant to Bankruptcy Rule 9019, and in consideration of the classification, distribution, and other benefits provided under the Plan, the provisions of this Plan shall constitute a good faith compromise and settlement of all Claims or controversies resolved pursuant to the Plan (including, without limitation, as set forth in Article IX hereof). The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of each of the compromises or settlements provided for in the Plan, and the Bankruptcy Court’s findings shall constitute the Bankruptcy Court’s determination that such compromises and settlements are in the best interests of the Debtor, the Reorganized Debtor, the Estate, and any Person holding Claims against or Interests in the Debtor.

11.21.No Admissions. Notwithstanding anything herein to the contrary, nothing contained in the Plan shall be deemed as an admission by an Person with respect to any matter set forth herein.

11.22.Filing of Additional Documents. On or before the Effective Date, the Debtor may file with the Bankruptcy Court such agreements and other documents as may be necessary and appropriate to effectuate and further evidence the terms and conditions of the Plan.

11.23.Further Actions. The Debtor Parties and the Funding Party shall be authorized to execute, deliver, file, or record such documents, contracts, instruments, certificates, releases, and other agreements and to take such other action as may be reasonably necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan, any Plan Document, and the transactions contemplated herein and therein.

Dated: November 19, 2007
	PUBLICARD, INC. Debtor and Debtor-in-Possession
	By:	/s/ Joseph E. Sarachek
		Joseph E. Sarachek Chief Executive Officer

By:	/s/ Jay S. Goldsmith
	Jay S. Goldsmith Director

By:	/s/ Harry I. Freund
	Harry I. Freund Director

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By:	/s/ Emil Vogel
	Emil Vogel Director

By:	/s/ Larry G. Schafran
	Larry G. Schafran Director

By:	/s/ Clifford B. Cohn
	Clifford B. Cohn Director

Submitted by:

/s/ David C. McGrail

LAW OFFICES OF DAVID C. MCGRAIL

David C. McGrail

676A Ninth Avenue #211

New York, New York 10036

Counsel to PubliCARD, Inc.

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EX-2.2

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

	)
In re:	)	Chapter 11
	)
PUBLICARD, INC.,	)	Bankr. Case No.: 07-11517 (RDD)
	)
Debtor.	)
	)

ORDER

MODIFYING THE DEBTOR’S

FIRST AMENDED PLAN OF REORGANIZATION

SOLELY TO INCREASE NUMBER OF SHARES ISSUED THEREUNDER

Upon consideration of the motion of debtor PubliCARD, Inc. (the “Debtor”) for an order, pursuant to Bankruptcy Code section 1127, modifying its first amended plan of reorganization, dated November 19, 2007 (the “Plan”), solely to increase the number shares issued thereunder, without resoliciting votes thereon; and a hearing having been held on the Plan on January 9, 2008 (the “Confirmation Hearing”); and the Court having entered an order, dated January 9, 2008, confirming the Plan; and this Court having considered the Motion; and based upon all other pleadings and papers heretofore filed herein, all proceedings heretofore had herein, and the record of the Confirmation Hearing; an due and proper notice of the Motion having been given; and after due deliberation and good and sufficient cause appearing therefor; it is hereby

ORDERED that the Motion is granted; and it is further

ORDERED that, pursuant to Bankruptcy Code section 1127, the Plan shall be modified as follows, without the need to resolicit votes thereon: (a) in Plan Sections 5.3 and 5.4, “18,334 shares” shall be replaced with “256,676 shares”; (b) in Plan Sections 5.5 and 6.4, “330,000 shares” shall be replaced with “4,620,000 shares”; and (c) in Plan Section 6.4, “36,667 shares” shall be replaced with “513,352 shares”; and it is further

ORDERED that all votes cast in favor of the Plan shall be deemed to be votes cast in favor of the Plan as modified by this Order; and it is further

ORDERED that, pursuant to Local Bankruptcy Rule 9013-1(b), the requirement that the Debtor file a separate memorandum of law in support of the Motion is waived; and it is further

ORDERED that this Court shall retain jurisdiction over all matters arising from or related to the interpretation and implementation of this Order.

Dated: New York, New York
January 30, 2008
	By:	/s/ Robert D. Drain
		The Honorable Robert D. Drain United States Bankruptcy Judge

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EX-3.1

CERTIFICATE OF INCORPORATION

OF

CHAZAK VALUE CORP.

The undersigned, a natural person (the “Sole Incorporator”), for the purpose of organizing a corporation to conduct the business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware hereby certifies that:

I.

The name of this corporation is Chazak Value Corp.

II.

The address of the registered office of the corporation in the State of Delaware is c/o United Corporate Services, Inc., 874 Walker Road, Suite C, Dover, Delaware 19904, County of Kent. The name of the registered agent of the corporation in the State of Delaware at such address is United Corporate Services, Inc.

III.

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law (“DGCL”).

IV.

This corporation is authorized to issue 60,000,000 shares of Common Stock having a par value of $0.01 per share.

The corporation shall not issue nonvoting equity securities within the meaning of Section 1123 of Chapter 11 of Title 11 of the United States Code.

V.

For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:

A.The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the Board of Directors shall be fixed exclusively by resolutions adopted by a majority of the authorized number of directors constituting the Board of Directors.

1.

B.

1.The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the corporation. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%)of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the corporation.

2.The directors of the corporation need not be elected by written ballot unless the Bylaws so provide.

3.No action shall be taken by the stockholders of the corporation except at an annual or special meeting of stockholders called in accordance with the Bylaws or by written consent or electronic transmission of stockholders in accordance with the Bylaws.

4.Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the corporation shall be given in the manner provided in the Bylaws of the corporation.

VI.

A.The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated to the fullest extent permitted by the DGCL, as so amended.

B.Any repeal or modification of this Article VI shall be prospective and shall not affect the rights under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.

VII.

A.The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.

2.

VIII.

The name and the mailing address of the Sole Incorporator is as follows:

Name	MAILING ADDRESS
Jill Simon-Reisman	c/o Cooley Godward Kronish LLP 1114 Avenue of the Americas New York, New York 10036

IN WITNESS WHEREOF, this Certificate has been subscribed this 22^nd day of January, 2008 by the undersigned who affirms that the statements made herein are true and correct.

/s/Jill Simon-Reisman

Jill Simon-Reisman

Sole Incorporator

3.

EX-3.2

BYLAWS

OF

CHAZAK VALUE CORP.

(A DELAWARE CORPORATION)

ARTICLE I

OFFICES

Section 1.Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Dover, County of Kent.

Section 2.Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

CORPORATE SEAL

Section 1.Corporate Seal. The Board of Directors may adopt a corporate seal. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, “Corporate Seal-Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III

STOCKHOLDERS’ MEETINGS

Section 1.Place Of Meetings. Meetings of the stockholders of the corporation may be held at such place, either within or without the State of Delaware, as may be determined from time to time by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as provided under the Delaware General Corporation Law (“DGCL”).

Section 2.Annual Meetings.

(a)The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders: (i) pursuant to the corporation’s notice of meeting of stockholders; (ii) by or at the direction of the Board of Directors; or (iii) by any stockholder of the corporation who was a stockholder of record at the time of giving the stockholder’s notice provided for in the following paragraph, who is entitled to vote at the meeting and who complied with the notice procedures set forth in Article III, Section 2.

(b)At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of Article III, Section 2(a) of these Bylaws, (i) the stockholder must have given timely notice thereof in writing to the Secretary of the corporation, (ii) such other business must be a proper matter for stockholder action under DGCL, (iii) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the corporation with a Solicitation Notice (as defined in clause (iii) of the last sentence of this Article III, Section 2(b)), such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the corporation’s voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the corporation’s voting shares reasonably believed by such stockholder or beneficial owner to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice, and (iv) if no Solicitation Notice relating thereto has been timely provided pursuant to this section, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this Article III, Section 2. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90^th) day nor earlier than the close of business on the one hundred twentieth (120^th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120^th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90^th) day prior to such annual meeting or the tenth (10^th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth: (A) as to each person whom the stockholder proposed to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and Rule 14a-4(d) thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, (ii) the class and number of shares of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner, and (iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of the proposal, at least the percentage of the corporation’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the corporation’s voting shares to elect such nominee or nominees (an affirmative statement of such intent, a “Solicitation Notice”).

2

(c)Notwithstanding anything in the third sentence of Article III, Section 2(b) of these Bylaws to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the corporation at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Article III, Section 2 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth (10^th) day following the day on which such public announcement is first made by the corporation.

(d)Only such persons who are nominated in accordance with the procedures set forth in this Article III, Section 2 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Article III, Section 2. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made, or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall not be presented for stockholder action at the meeting and shall be disregarded.

(e)Notwithstanding the foregoing provisions of this Article III, Section 2, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholders’ meeting, a stockholder must also comply with all applicable requirements of the 1934 Act and the rules and regulations thereunder with respect to matters set forth in this Article III, Section 2. Nothing in these Bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the 1934 Act.

(f)For purposes of this Article III, Section 2, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.

3

Section 3.Special Meetings.

(a)Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption).

(b)The Board of Directors shall determine the time and place of such special meeting. Upon determination of the time and place of the meeting, the Secretary shall cause a notice of meeting to be given to the stockholders entitled to vote, in accordance with the provisions of Article III, Section 4 of these Bylaws. No business may be transacted at such special meeting otherwise than specified in the notice of meeting. Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

(c)Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation’s notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the corporation who is a stockholder of record at the time of giving notice provided for in this paragraph who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in Article III, Section 2 of these Bylaws. In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the corporation’s notice of meeting, if the stockholder’s notice required by Article III, Section 2(b) of these Bylaws shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the close of business on the one hundred twentieth (120^th)day prior to such special meeting and not later than the close of business on the later of the ninetieth (90^th) day prior to such meeting or the tenth (10^th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

(d)Notwithstanding the foregoing provisions of this Article III, Section 3, a stockholder must also comply with all applicable requirements of the 1934 Act and the rules and regulations thereunder with respect to matters set forth in this Article III, Section 3. Nothing in these Bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the 1934 Act.

Section 4.Notice of Meetings. Except as otherwise provided by law, notice, given in writing or by electronic transmission, of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, if any, date and hour, in the case of special meetings, the purpose or purposes of the meeting, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at any such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation. Notice of the time, place, if any, and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, or by electronic transmission by such person, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person, by remote communication, if applicable, or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

4

Section 5.Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by statute or by applicable stock exchange or Nasdaq rules, or by the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of the majority of shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the subject matter shall be the act of the stockholders. Except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws, directors shall be elected by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person, by remote communication, if applicable, or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect to that vote on that matter. Except where otherwise provided by statute or by the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of shares of such class or classes or series present in person, by remote communication, if applicable, or represented by proxy at the meeting shall be the act of such class or classes or series.

Section 6.Adjournment And Notice Of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares present in person, by remote communication, if applicable, or represented by proxy at the meeting. When a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

5

Section 7.Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Article III, Section 9 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote or execute consentsshall have the right to do so either in person, by remote communication, if applicable, or by an agent or agents authorized by a proxy granted in accordance with Delaware law. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.

Section 8.Joint Owners Of Stock. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the DGCL, Section 217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.

Section 9.List Of Stockholders. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. The list shall be open to examination of any stockholder during the time of the meeting as provided by law.

Section 10.Action Without Meeting.

(a)Unless otherwise provided in the Certificate of Incorporation, any action required by statute to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, or by electronic transmission setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

(b)Every written consent or electronic transmission shall bear the date of signature of each stockholder who signs the consent, and no written consent or electronic transmission shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation in the manner herein required, written consents or electronic transmissions signed by a sufficient number of stockholders to take action are delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

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(c)Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing or by electronic transmission and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take action were delivered to the corporation as provided in Section 228 (c) of the DGCL. If the action which is consented to is such as would have required the filing of a certificate under any section of the DGCL if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

(d)A telegram, cablegram or other electronic transmission consent to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the board of directors of the corporation. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original in writing.

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Section 11.Organization.

(a)At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his or her absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

(b)The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE IV

DIRECTORS

Section 1.Number And Term Of Office. The authorized number of directors of the corporation shall be fixed in accordance with the Certificate of Incorporation. Directors need not be stockholders unless so required by the Certificate of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

Section 2.Powers. The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation.

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Section 3.Board of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, directors shall be elected at each annual meeting of stockholders for a term of one year. Each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 4.Vacancies.Unless otherwise provided in the Certificate of Incorporation and subject to Article IV, Section 13 of these Bylaws, and subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining director, provided, however, that whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.

Section 5.Resignation. Any director may resign at any time by delivering his or her notice in writing or by electronic transmission to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors, effective at a future date, subject to Article IV, Section 13 of these Bylaws, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacated and until his successor shall have been duly elected and qualified.

Section 6.Removal. The Board of Directors or any individual director may, subject to Article IV, Section 13 of these Bylaws, be removed from office at any time (a) with cause by the affirmative vote of the holders of a majorityof the voting power of all the then-outstanding shares of capital stock of the corporation, entitled to vote generally at an election of directors or (b) without cause by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all the then-outstanding shares of the capital stock of the corporation entitled to vote generally at an election of directors.

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Section 7.Meetings.

(a)Regular Meetings. Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may be held at any time or date and at any place within or without the State of Delaware which has been designated by the Board of Directors and publicized among all directors, either orally or in writing, by telephone, including a voice-messaging system or other system designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means. No further notice shall be required for regular meetings of the Board of Directors.

(b)Special Meetings. Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board, the Chief Executive Officer or a majority of the members of the Board of Directors.

(c)Meetings by Electronic Communications Equipment. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(d)Notice of Special Meetings. Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting. If notice is sent by US mail, it shall be sent by first class mail, charges prepaid, at least three (3) days before the date of the meeting. Notice of any meeting may be waived in writing, or by electronic transmission, at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(e)Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present who did not receive notice shall sign a written waiver of notice or shall waive notice by electronic transmission. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 8.Quorum And Voting.

(a)Unless the Certificate of Incorporation requires a greater number, and except with respect to questions related to indemnification arising under Article X, Section 1 for which a quorum shall be one-third of the exact number of directors fixed from time to time, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

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(b)At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws.

Section 9.Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 10.Fees And Compensation. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 11.Committees.

(a)Executive Committee. The Board of Directors may appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopting, amending or repealing any bylaw of the corporation.

(b)Other Committees. The Board of Directors may, from time to time, appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws.

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(c)Term. The Board of Directors, subject to any requirements of any outstanding series of Preferred Stock and the provisions of subsections (a) or (b) of this Article IV, Section 11, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(d)Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Article IV, Section 11 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise provided by the Board of Directors in the resolutions authorizing the creation of the committee, a majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

Section 12.Organization. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the Chief Executive Officer (if a director), or, if a Chief Executive Officer is absent, the President (if a director), or if the President is absent, the most senior Vice President (if a director), or, in the absence of any such person, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his absence, any Assistant Secretary or other officer or director directed to do so by the President, shall act as secretary of the meeting.

Section 13.Stockholders Agreement. Upon its effectiveness and for so long as Section 1 of that certain Stockholders Agreement by and among the corporation and certain of its stockholders, dated as of January 30, 2008 (as the same may be amended from time to time), shall remain in effect, (a) vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes shall be filled by the stockholders, and (b) the Board of Directors or any individual director may be removed from office at any time without cause by the affirmative vote of the holders of a majorityof the voting power of all the then-outstanding shares of capital stock of the corporation, entitled to vote generally at an election of directors.

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ARTICLE V

OFFICERS

Section 1.Officers Designated. The officers of the corporation shall include, if and when designated by the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer and the Treasurer. The Board of Directors may also appoint one or more Assistant Secretaries and Assistant Treasurers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 2.Tenure And Duties Of Officers.

(a)General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b)Duties of Chief Executive Officer. The Chief Executive Officer shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. Unless another officer has been appointed Chief Executive Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. To the extent that a Chief Executive Officer has been appointed, all references in these Bylaws to the President shall be deemed references to the Chief Executive Officer. The Chief Executive Officer shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time.

(c)Duties of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors or the Chief Executive Officer has been appointed and is present. Unless another officer has been appointed Chief Executive Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation.The President shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time.

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(d)Duties of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer, or, if the Chief Executive Officer has not been appointed or is absent, the President shall designate from time to time.

(e)Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties provided for in these Bylaws and other duties commonly incident to the office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time. The President may direct any Assistant Secretary or other officer to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(f)Duties of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Chief Financial Officer shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

Section 3.Delegation Of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

Section 4.Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.

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Section 5.Removal. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or by the Chief Executive Officer or by other superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES

OWNED BY THE CORPORATION

Section 1.Execution Of Corporate Instruments. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 2.Voting Of Securities Owned By The Corporation. All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.

ARTICLE VII

SHARES OF STOCK

Section 1.Form. The shares of the corporation shall be represented by certificates, unless and until the Board of Directors adopts a resolution permitting shares to be uncertificated. Notwithstanding the adoption of any such resolution providing for uncertificated shares, every holder of capital stock of the corporation theretofore represented by certificates, and upon request, every holder of uncertificated shares, shall be entitled to have a certificate for shares of capital stock of the corporation signed by, or in the name of, the corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by such stockholder in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

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Section 2.Lost Certificates. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or the owner’s legal representative, to agree to indemnify the corporation in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

Section 3.Transfers.

(a)Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and, in the case of stock represented by certificate, upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

(b)The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

Section 4.Fixing Record Dates.

(a)In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, subject to applicable law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

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(c)In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 5.Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VIII

DIVIDENDS

Section 1.Declaration Of Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation and applicable law, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation and applicable law.

Section 2.Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

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ARTICLE IX

FISCAL YEAR

Section 1.Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE X

INDEMNIFICATION

Section 1.Indemnification Of Directors, Officers, Employees And Other Agents.

(a)Directors and officers. The corporation shall indemnify its directors and officersto the fullest extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

(b)Expenses. The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding provided, however, that if the DGCL requires, an advancement of expenses incurred by a director or officerin his or her capacity as a director or officer(and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Article X, Section 1 or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Article X, Section 1, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by a majority vote of directors who were not parties to the proceeding, even if not a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or such directors so direct, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.

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(c)Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or officer. Any right to indemnification or advances granted by this Article X, Section 1 to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting the claim. In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the DGCL or any other applicable law for the corporation to indemnify the claimant for the amount claimed. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the DGCL or any other applicable law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

(d)Non-Exclusivity of Rights. The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL, or by any other applicable law.

(e)Survival of Rights. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director or officerand shall inure to the benefit of the heirs, executors and administrators of such a person.

(f)Insurance. To the fullest extent permitted by the DGCL or any other applicable law, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Article X, Section 1.

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(g)Amendments. Any repeal or modification of this Article X, Section 1 shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.

(h)Saving Clause. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of this Article X, Section 1 that shall not have been invalidated, or by any other applicable law. If this Article X, Section 1 shall be invalid due to the application of the indemnification provisions of another jurisdiction, then the corporation shall indemnify each director andofficer to the full extent under any other applicable law.

(i)Certain Definitions. For the purposes of this Bylaw, the following definitions shall apply:

(1)The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(2)The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

(3)The term the “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article X, Section 1 with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(4)References to a “director,” “officer,” “employee,” or “agent” of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(5)References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article X, Section 1.

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ARTICLE XI

NOTICES

Section 1.Notices.

(a)Notice To Stockholders. Written notice to stockholders of stockholder meetings shall be given as provided in Article III, Section 4 herein. Without limiting the manner by which notice may otherwise be given effectively to stockholders under any agreement or contract with such stockholder, and except as otherwise required by law, written notice to stockholders for purposes other than stockholder meetings may be sent by US mail or nationally recognized overnight courier, or by facsimile, telegraph or telex or by electronic mail or other electronic means.

(b)Notice To Directors. Any notice required to be given to any director may be given by the method stated in subsection (a), as otherwise provided in these Bylaws, or by overnight delivery service, facsimile, telex or telegram, except that such notice other than one which is delivered personally shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

(c)Affidavit Of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected, or other agent, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

(d)Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all recipients of notice, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

(e)Notice To Person With Whom Communication Is Unlawful. Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

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(f)Notice to Stockholders Sharing an Address. Except as otherwise prohibited under DGCL, any notice given under the provisions of DGCL, the Certificate of Incorporation or the Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Such consent shall have been deemed to have been given if such stockholder fails to object in writing to the corporation within 60 days of having been given notice by the corporation of its intention to send the single notice. Any consent shall be revocable by the stockholder by written notice to the corporation.

ARTICLE XII

AMENDMENTS

Section 1.Subject to the limitations set forth in Article X, Section 1(h) of these Bylaws or the provisions of the Certificate of Incorporation, the Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the corporation. The stockholders also shall have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by the Certificate of Incorporation, such action by stockholders shall require the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 1/3%) of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class.

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EX-10.1

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (hereinafter called the “Merger Agreement”) is made as of January 29, 2008, by and between PubliCARD, Inc., a Pennsylvania corporation (“PubliCARD”), and Chazak Value Corp., a Delaware corporation (“Chazak”). PubliCARD and Chazak are sometimes referred to herein as the “Constituent Corporations.”

Whereas, the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) has confirmed PubliCARD’s First Amended Plan of Reorganization (as the same may be modified or amended by the Bankruptcy Court from time to time, the “Plan of Reorganization”);

Whereas, the Plan of Reorganization provides that PubliCARD will be reorganized as Chazak under chapter 11 of the United States Bankruptcy Code;

Whereas, the Plan of Reorganization provides that, on the effective date of the plan, the common stock and preferred stock of PubliCARD will be automatically cancelled without further action, and that holders of Allowed Interests (as such term is defined in the Plan of Reorganization) arising under or in connection with PubliCARD’s common stock or preferred stock will receive, in exchange for their claims, common stock of Chazak;

Whereas, Chazak has been incorporated as a wholly-owned subsidiary of PubliCARD;

Whereas, the authorized capital stock of PubliCARD consists of (i) 40,000,000 shares of common stock, and (ii) 1,000 shares of preferred stock;

Whereas, the authorized capital stock of Chazak consists of 60,000,000 shares of common stock; and

Whereas, the officers of PubliCARD, acting pursuant to Sections 6.5(b) and 6.6(d) of the Plan of Reorganization, and the Board of Directors of Chazak have determined that it is advisable and to the advantage of said corporations that PubliCARD merge with and into Chazak upon the terms and subject to the conditions herein provided.

Now, Therefore, the parties do hereby adopt and approve this Merger Agreement and do hereby agree that PubliCARD shall merge with and into Chazak on the following terms, conditions and other provisions:

I. Terms and conditions

A.Merger. PubliCARD shall be merged with and into Chazak (the “Merger”), and Chazak shall be the surviving corporation (the “Surviving Corporation”) effective upon the filing of a certificate of merger with each of the Delaware Secretary of State and the Pennsylvania Department of State (the “Effective Time”).

B.Succession. At the Effective Time, Chazak shall continue its corporate existence under the laws of the State of Delaware, and the separate existence and corporate organization of PubliCARD, except insofar as it may be continued by operation of law, shall be terminated and cease.

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C.Transfer of Assets. At the Effective Time, as set forth in and subject to the Plan of Reorganization, all Assets (as such term is defined in the Plan of Reorganization) of PubliCARD (including, but not limited to, PubliCARD’s equity interests in any domestic or foreign subsidiary), wherever situated, shall vest in the Surviving Corporation.

D.Stock of PubliCARD and Chazak. At the Effective Time, subject to the Plan of Reorganization, (1) each share of common stock of Chazak issued and outstanding immediately prior thereto shall be canceled and returned to the status of authorized but unissued shares without any further action on the part of the Constituent Corporations or their shareholders, and (2) except as otherwise provided in the Plan of Reorganization, holders of Allowed Interests (as such term is defined in the Plan of Reorganization) arising under or in connection with the common stock or preferred stock of PubliCARD shall receive, in exchange for their claims, fully paid and nonassessable shares of common stock of Chazak in accordance with the Plan of Reorganization.

II. Charter documents, directors and officers

A.Certificate of Incorporation and Bylaws. The Certificate of Incorporation of Chazak in effect at the Effective Time shall continue to be the Certificate of Incorporation of the Surviving Corporation. The Bylaws of Chazak in effect at the Effective Time shall continue to be the Bylaws of the Surviving Corporation.

B.Directors. The directors designated by the Funding Party (as such term is defined in the Plan of Reorganization) pursuant to Section 6.2 of the Plan of Reorganization shall become the directors of the Surviving Corporation at and after the Effective Time, to serve until the expiration of their terms and until their successors are duly elected and have qualified.

C.Officers. The officers of Chazak immediately preceding the Effective Time shall become the equivalent officers of the Surviving Corporation at and after the Effective Time to serve at the pleasure of its Board of Directors.

III. Miscellaneous

A.Further Assurances. From time to time, and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of PubliCARD such deeds and other instruments, and there shall be taken or caused to be taken by it such further and other action, as shall be appropriate or necessary in order to vest or perfect in or to conform of record or otherwise, in the Surviving Corporation the title to and possession of all the property, interests, assets, rights, privileges, immunities, powers, franchises and authority of PubliCARD and otherwise to carry out the purposes of this Merger Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of PubliCARD or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

2.

B.Amendment. At any time before the Effective Time, this Merger Agreement may be amended in any manner as may be determined in the judgment of the respective officers of Chazak and PubliCARD to be necessary, desirable, or expedient in order to clarify the intention of the parties hereto or to effect or facilitate the purpose and intent of this Merger Agreement.

C.Abandonment or Deferral. At any time before the Effective Time, this Merger Agreement may be terminated and the Merger may be abandoned by the officers of either PubliCARD, Chazak, or both, or the consummation of the Merger may be deferred for a reasonable period of time if, in the opinion of the officers of PubliCARD and Chazak, such action would be in the best interests of such corporations. In the event of termination of this Merger Agreement, this Merger Agreement shall become void and of no effect and there shall be no liability on the part of either Constituent Corporation or its Board of Directors or shareholders with respect thereto, except that PubliCARD shall pay all expenses incurred in connection with the Merger or in respect of this Merger Agreement or relating thereto.

D.Counterparts. In order to facilitate the filing and recording of this Merger Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.

3.

In Witness Whereof, this Merger Agreement is hereby executed on behalf of each of PubliCARD and Chazak and attested to by their respective officers thereunto duly authorized as of the date first written above.

PUBLICARD, INC., a Pennsylvania corporation
By:	/s/ Joseph E. Sarachek
	Joseph E. Sarachek, CEO

CHAZAK VALUE CORP., a Delaware corporation
By:	/s/ Joseph E. Sarachek
	Joseph E. Sarachek, CEO

4.

EX-10.2

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (the “Agreement”) is entered into as of the 26th day of October, 2007, by and between The 500 Group, LLC (the “Funding Party”), a New York entity, and PubliCARD, Inc., a Pennsylvania corporation (the “Debtor”).

W I T N E S S E T H:

WHEREAS, on May 17, 2007, the Debtor filed with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code.

WHEREAS, on October 26, 2007, the Debtor filed a plan of reorganization (the “Plan”)¹ with the Bankruptcy Court.

WHEREAS, pursuant to the Plan, the Funding Party would receive 370,000 shares of New Common Stock, which shares would represent, as of the Effective Date, 90% of the outstanding shares of New Common Stock.

WHEREAS, in exchange for such New Common Stock and the releases and related provisions set forth in the Plan, the Funding Party wishes to contribute $500,000 to the Debtor on the Effective Date to allow the Debtor to satisfy its obligations under the Plan, among other things;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Funding Party and the Debtor hereby agree as follows:

1.Contribution. In exchange for the New Common Stock provided to the Funding Party under the Plan and the releases and related provisions set forth therein, the Funding Party shall contribute $500,000 to the Debtor on the Effective Date to allow the Debtor to satisfy its obligations under the Plan, among other things.

2.Acceptance. The Debtor hereby agrees to accept such contribution and to record such contribution as a capital contribution in a corresponding amount on its books and records.

3.Bankruptcy Court Approval. This Agreement shall be subject to Bankruptcy Court approval.

4.Authorization. Each party has the full power and authority to execute, deliver, and perform his or its obligations under this Agreement, subject to Bankruptcy Court approval.

¹Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.

5.Binding Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

6.Choice of Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of New York.

7.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

8.Amendments. This Agreement may not be modified, amended, or terminated except by a written agreement executed by all of the parties hereto.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first above written.

THE 500 GROUP, LLC
By:	/s/ Joseph E. Sarachek
	Joseph E. Sarachek
	Managing Member

PUBLICARD, INC.
By:	/s/ Jay S. Goldsmith
	Jay S. Goldsmith
	Director

By:	/s/ Harry I. Freund
	Harry I. Freund
	Director

By:	/s/ Emil Vogel
	Emil Vogel
	Director

By:	/s/ Larry G. Schafran
	Larry G. Schafran
	Director

By:	/s/ Clifford B. Cohn
	Clifford B. Cohn
	Director

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EX-10.3

FUNDING AGREEMENT

FUNDING AGREEMENT (this “Agreement”), dated as of January 18, 2008, by and among PubliCARD, Inc., a Pennsylvania corporation (the “Debtor”), The 500 Group, LLC, a [Delaware] limited liability company (the “500 Group”), and Charlie Fisch, Folio Holdings, LLC, IA Capital Partners, LLC, Ridge View Group, LLC, and Joseph E. Sarachek (collectively, the “Investors”).

RECITALS

WHEREAS, the 500 Group and the Debtor are parties to a Contribution Agreement, entered into as of October 26, 2007 (the “Contribution Agreement”), pursuant to which the 500 Group has agreed to purchase shares representing 90% of the outstanding shares (the “Shares”) of the Common Stock, par value $0.01 per share (the “New Common Stock”), of Chazak Value Corp. (as successor to the Debtor upon its emergence from bankruptcy, the “Company”) in connection with the implementation of the Debtor’s Plan of Reorganization, as amended (the “Plan”);

WHEREAS, the Investors desire to fund the 500 Group’s acquisition of Shares under the Contribution Agreement through the investment of an aggregate of $500,000 in exchange for membership interests in the 500 Group and to provide for the distribution of the Shares to the Investors following the 500 Group’s receipt of such Shares pursuant to the Plan in proportion to 500 Group membership interests purchased hereunder;

WHEREAS, in connection with the receipt of their portion of the Shares, the Investors and the Company desire to enter into a stockholders agreement, substantially in the form attached hereto as Exhibit A (the “Stockholders Agreement”), and a registration rights agreement, substantially in the form attached hereto as Exhibit B (the “Registration Rights Agreement”).

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. INVESTMENT

1.1Purchase of 500 Group Membership Interests; Funding Under the Contribution Agreement.

(a)On the date hereof, each Investor shall deliver by wire transfer to an account specified by the 500 Group the amount set forth below its name on the signature page hereto, which amounts shall total $500,000 (the “Investment”), each such Investor shall execute a counterpart signature to the 500 Group’s operating agreement and the 500 Group shall issue to each Investor limited liability company membership interests in the 500 Group reflecting the amount of its investment (the “LLC Interests”).

(b)Upon receipt of the Investment, the 500 Group shall deliver such funds to the Debtor pursuant to the Contribution Agreement, which funds shall be held separate and apart by the Debtor from its other funds, and Debtor shall not otherwise use such funds pending the effectiveness of the Plan. In the event that the Plan does not become effective by February 15, 2008, the Investment shall be returned to the 500 Group, which will then deliver such funds, as applicable, to the Investors in cancellation of the LLC Interests acquired by the Investors.

1.2Issuance and Distribution of Shares of New Common Stock. Under the terms of the Plan and upon its effectiveness, the Company shall deliver to the 500 Group a certificate representing the Shares purchased under the Contribution Agreement pursuant to the Plan. Upon its receipt of such Shares, the 500 Group shall distribute to each Investor 20% of the Shares of New Common Stock in respect of the LLC Interests purchased hereunder (the “Distribution”). In connection with the Distribution of such shares of New Common Stock to the Investors, the 500 Group shall deliver to the Company, duly endorsed for transfer, its certificate representing the Shares and shall direct that the Company issue to each Investor a certificate representing its shares of New Common Stock to be received hereunder.

1.3Stockholders Agreement and Registration Rights Agreement. In connection with the Distribution, each of the Investors and the Company shall execute and deliver the Stockholders Agreement and Registration Rights Agreement.

1.4Representations and Warranties of the Investors. Each of the Investors hereby, severally and not jointly, represents and warrants as follows.

(a)Investment Intent. Such Investor is (i) an "accredited investor" as defined in Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and (ii) acquiring the shares of New Common Stock to be distributed to such Investor hereunder for investment only and not with a view to the distribution thereof.

(b)Investment Risk and Experience. Such Investor is in a financial position to hold its portion of the Shares for an indefinite period of time and able to bear the economic risk and withstand a complete loss of its or his investment in such Shares and is experienced in evaluating and investing in companies such as the Company, or is familiar with the risks associated with the business and operations of the Company, and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment.

(c)Authorization. The execution, delivery and performance of this Agreement and each of the Stockholders Agreement and Registration Rights Agreement to which it or he is or will be a party have been duly authorized by all necessary or appropriate action.

(d)Enforceability. The execution and delivery by such Investor of this Agreement and each of the Stockholders Agreement and Registration Rights Agreement will result in legally binding obligations of such Investor enforceable against such Investor in accordance with the respective terms and provisions hereof and thereof, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights or general equity principles (regardless of whether considered at law or in equity).

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(e)Exemption. Such Investor understands that the Shares are not registered under the Securities Act on the grounds that the Company intends the sale and the issuance of securities hereunder to be exempt from registration under the Securities Act pursuant to Regulation D thereof, and that the Company's reliance on such exemption is predicated on the Investor’s representations set forth herein.

(f)Restrictions on Resale. Such Investor understands that the Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act and applicable state securities laws or an exemption therefrom, and that in the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act and applicable state securities laws, the Shares must be held indefinitely. Such Investor understands that any certificates representing the Shares will bear a restrictive legend to this effect as set forth below.

(g)No Conflicts. The execution, delivery and performance of this Agreement and each of the Stockholders Agreement and Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not, with notice or passage of time or both (i) conflict with or result in a breach of the terms, conditions, or provisions of, (ii) constitute a default under or result in a violation of, (iii) result in the creation of any lien upon its portion of the Shares or assets, properties or rights of such Investor pursuant to, (iv) give any person the right to modify, terminate or accelerate any liability of, or charge any fee, penalty or similar payment to such Investor under, or (v) require any authorization, consent, approval, exemption or other action by or declaration or notice to any person pursuant to any law, contract or agreement to which such Investor is a party, by which such Investor is bound or to which any of such Investor’s assets are subject.

(h)Separate Counsel. Each Investor has had the opportunity to seek the advice of counsel and other personal advisors and acknowledges that neither the Company nor any of its affiliates has provided such Investor with any advice regarding the tax, economic or other impacts to such Investor of the arrangements contemplated hereby or by the Stockholders Agreement or Registration Rights Agreement.

1.5Legends. Each certificate to be issued to an Investor representing its portion of the Shares shall be stamped or otherwise imprinted with legends substantially similar to the following (in addition to any legend required under applicable state securities laws):

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED OR PLEDGED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SALE, PLEDGE OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN STOCKHOLDERS AGREEMENT, WHICH ALSO INCLUDES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.

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SECTION 2. MISCELLANEOUS.

2.1Governing Law.

(a)This Agreement shall be governed by and construed under the laws of the State of Delaware in all respects as such laws are applied to agreements among Delaware residents entered into and to be performed entirely within Delaware, without reference to principles of conflicts of laws. The parties agree that any action brought by any party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in the City of New York, New York.

(b)Each party hereto hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement, or the transactions contemplated by this Agreement. Each party certifies and acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each party understands and has considered the implications of this waiver, (iii) each party makes this waiver voluntarily, and (iv) each party has been induced to enter into this Agreement by, among other things, the mutual waivers in this paragraph 2.1(b).

2.2Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, heirs, executors and administrators.

2.3Entire Agreement. This Agreement, the Contribution Agreement and the Exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this Agreement.

2.4Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

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2.5Amendment and Waiver. Subject to the provisions applicable law (i) this Agreement may be amended, modified or supplemented only in writing executed by each of the parties hereto, and (ii) any provisions herein may be waived only in writing executed by the party or parties against whom such waiver is asserted; provided, that, no such waiver shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent default, misrepresentation, or breach of warranty or covenant.

2.6Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on any party’s part of any breach, default or noncompliance under this Agreement or any waiver on such party’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise afforded to any party, shall be cumulative and not alternative.

2.7Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications to the Investors shall be sent to the address as set forth on the signature pages hereof and communications to the Company and the 500 Group, at their respective corporate offices, or at such other address as any such party may designate by ten (10) days advance written notice to the other parties hereto.

2.8Attorneys’ Fees. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

2.9Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

2.10Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Facsimile or email transmission of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart, and such signatures shall be deemed original signatures for purposes of the enforcement and construction of this Agreement.

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[SIGNATURE PAGES TO FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have executed this FUNDING AGREEMENT as of the date set forth in the first paragraph hereof.

PUBLICARD, INC.
By:	/s/ Joseph E. Sarachek
	Name: Joseph E. Sarachek
	Title: Chief Executive Officer

THE 500 GROUP, LLC
By:	/s/ Joseph E. Sarachek
	Name: Joseph E. Sarachek
	Title: Managing Member

INVESTORS:
CHARLIE FISCH
By:	/s/ Charlie Fisch
	Amount to be invested in
	The 500 Group, LLC: $100,000

FOLIO HOLDINGS, LLC
By:	/s/ Jonathan Lewis
	Name: Jonathan Lewis
	Title: Managing Member
	Amount to be invested in
	The 500 Group, LLC: $100,000

IA CAPITAL PARTNERS, LLC
By:	/s/ Roger Ehrenberg
	Name: Roger Ehrenberg
	Title: Managing Member
	Amount to be invested in
	The 500 Group, LLC: $100,000

RIDGE VIEW GROUP, LLC
By:	/s/ David Marcus
	Name: David Marcus
	Title: Managing Partner
	Amount to be invested in
	The 500 Group, LLC: $100,000

JOSEPH E. SARACHEK
By:	/s/ Joseph E. Sarachek
	Amount to be invested in
	The 500 Group, LLC: $100,000

EX-10.4

STOCKHOLDERS AGREEMENT

STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of January 31, 2008, by and among Charlie Fisch (“Fisch”), Folio Holdings, LLC (“Folio Holdings”), IA Capital Partners, LLC (“IA Capital”), Ridge View Group, LLC (“Ridge View”), and Joseph E. Sarachek (“Sarachek”) (collectively, the “Stockholders,” and individually a “Stockholder”) and Chazak Value Corp. (the “Company,” and together with the Stockholders, the “Parties” and individually, a “Party”).

WHEREAS, each of the Stockholders invested in The 500 Group, LLC (the “500 Group”) for the purpose of providing the funds necessary to purchase 4,620,000 (the “Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), in connection with the implementation of the Plan of Reorganization, as amended (the “Plan”), of PubliCARD, Inc. (the “Debtor”);

WHEREAS, pursuant to the Contribution Agreement, entered into as of October 26, 2007, by and between the 500 Group and the Debtor, the 500 Group agreed to contribute $500,000 to the Debtor on the effective date of the Plan in exchange for the Shares and the releases and related provisions set forth in the Plan, which contribution was made and which Shares were issued on the date hereof;

WHEREAS, pursuant to the Funding Agreement, dated as of January 18, 2008, by and among the 500 Group, the Debtor and each of the Stockholders, (i) upon its receipt of the Shares, the 500 Group agreed to distribute such Shares to the Stockholders in proportion to their investment in the 500 Group under the Funding Agreement (the “Distribution”) and (ii) the Parties agreed to enter into this Agreement and the Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”); and

WHEREAS, the Stockholders desire to set forth their agreement with regard to certain matters affecting the Company.

NOW, THEREFORE, in consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1.Board Nomination. At each election of or action by written consent to elect directors of the Company during the 18-month period commencing on the date of this Agreement (the “Term”), the Stockholders shall vote all of their respective shares of Common Stock so as to elect an individual designated by each of Fisch, Folio Holdings, IA Capital, Ridge View and Sarachek,which initial designees shall be as specified on Schedule A hereto. Each Stockholder shall retain the director designation right provided for herein during the Term so long as such Stockholder (together with its affiliates) continues to hold at least 50% of the number of shares of Common Stock distributed to it pursuant to the Distribution (as adjusted for stock splits, dividends and the like).Any vote taken to remove any director elected pursuant to this Section 1, or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1, shall also be subject to the provisions of this Section 1. With respect to the removal of designated directors, upon the request of any Party entitled to designate a director as provided in this Section 1, each Stockholder agrees to vote its shares of Common Stock for the removal of such director. Each Stockholder also agrees to vote all of its shares of Common Stock or execute written proxies or consents with respect to such shares in favor of an equity incentive plan to be proposed by the Company’s management providing for the issuance of up to 10% (as of the date the effectiveness of such plan) of the Company’s outstanding shares of Common Stock.

2.Right of First Refusal.

(a)Right of First Refusal on Sales of Stock. Except with respect to any sales of Common Stock pursuant to a registered public offering or sales pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or as otherwise permitted by Section 6 hereof, each Stockholder hereby agrees that during the Term, he, she or it shall not sell or otherwise transfer any shares of Common Stock or other securities of the Company (“Securities”), except in accordance with the following procedures:

(i)Upon receipt of a bona fide offer to purchase all or any portion of the Securities of a Stockholder (the “Selling Stockholder”) that is subject to this Section 2 (the “Offer to Purchase”), the Selling Stockholder shall deliver to the Company and to each other Stockholder (each, a “Non-Selling Stockholder”) a notice (an “Offering Notice”) stating (A) such Selling Stockholder’s bona fide intention to sell such Securities and offering to sell such Securities to the Company, and then to the Non-Selling Stockholders if the Company does not accept the offer to purchase all of such Securities, (B) the amount of Securities to which the Offer to Purchase applies, (C) the price, terms and conditions of the Offer to Purchase and (D) the name of the party or parties making the Offer to Purchase (the “Potential Purchaser(s)”).

(ii)During the 20-day period following delivery to the Company of the Offering Notice (the “Company Offer Period”), the Company may elect by written notice to the Selling Stockholder to accept the Selling Stockholder’s offer to sell all or a portion of the Securities covered by the Offering Notice on the same terms and conditions specified therein. If, by the end of the Company Offer Period, the Company does not elect to purchase all Securities covered by the Offering Notice, the Company shall so notify in writing the Non-Selling Stockholders, which notice shall set forth the amount of the Selling Stockholder’s Securities that remains available for sale to the Non-Selling Stockholders under the Offering Notice (the “Available Securities”). During the 20-day period following delivery of such notice by the Company (the “Non-Selling Stockholder Offer Period”), the Non-Selling Stockholders may elect by written notice to the Selling Stockholder to accept the Selling Stockholder’s offer to sell the Available Securities on the same terms and conditions specified in the Offering Notice.

(iii)Each Non-Selling Stockholder may elect to purchase its pro rata share of the Available Securities, based on the ratio that (A) the sum of the number of shares of Common Stock each Non-Selling Stockholder holds bears to (B) the sum of the number of shares of Common Stock held by all Non-Selling Stockholders, and may also offer, in its written notice to the Selling Stockholder, to purchase any of the Available Securities not purchased by other Non-Selling Stockholders, in which case such Securities not accepted by the other Non-Selling Stockholders shall be deemed to have been offered to and accepted by the Non-Selling Stockholders that exercised their option under this paragraph (iii), pro rata, on the above-described terms and conditions.

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(iv)If any Securities included in the Offering Notice have not been timely accepted for purchase by the Company and the Non-Selling Stockholders, then the Selling Stockholder may sell to the Potential Purchaser(s) all or any part of the remaining Available Securities at a price not less than the price, and on terms and conditions not more favorable to the Potential Purchaser(s) than the terms stated in the original Offering Notice, at any time within 60 days after the expiration of the Non-Selling Stockholder Offer Period. In the event the remaining Securities are not sold by the Selling Stockholder during such 60-day period, the right of the Selling Stockholder to sell such remaining Securities shall expire and the obligations of this Section 2 shall be reinstated.

(v)A single closing for the sales of Securities to the Company and/or the Non-Selling Stockholders under the terms of this Section 2 shall be made at the offices of the Company (or at such other location specified by the Company) on a mutually satisfactory business day within 14 days of the expiration of the latest of the aforesaid periods or if no mutually satisfactory date is agreed upon, then on the last business day within such 14-day period. Delivery of certificates or other instruments evidencing such Securities duly endorsed for transfer to the Company or applicable Non-Selling Stockholders (as the case may be) shall be made on such date against payment of the purchase price therefor.

(vi)Anything contained herein to the contrary notwithstanding, any purchaser of Securities pursuant to this Section 2 who is not a Stockholder shall agree in writing in advance with the parties hereto to be bound by and comply with all applicable provisions of this Agreement and shall be deemed to become a Stockholder for all purposes of this Agreement. All sales of Securities in accordance with this Section shall be in a private transaction exempt from registration under the Securities Act and other applicable securities laws, as confirmed in each case by an opinion of counsel reasonably acceptable to the Company.

3.Amendments and Waivers. This Agreement may be amended, modified or supplemented only in writing executed by each of the Parties, and any provisions herein may be waived only in writing executed by the Party or Parties against whom such waiver is asserted; provided, that, no such waiver shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent default, misrepresentation, or breach of warranty or covenant.

4.Governing Law And Venue; Waiver Of Jury Trial. This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the law of the state of Delaware without regard to the conflict of law principles. The parties hereto hereby irrevocably submit exclusively to the jurisdiction of the courts of the State of New York and the Federal courts of the United States of America located in New York City in connection with all disputes, claims or controversies arising out of or relating to this Agreement and the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. The parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties for purposes of the foregoing.

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(a)Each Party hereto hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement, or the transactions contemplated by this Agreement. Each Party certifies and acknowledges that (i) no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each Party understands and has considered the implications of this waiver, (iii) each Party makes this waiver voluntarily, and (iv) each Party has been induced to enter into this Agreement by, among other things, the mutual waivers in this paragraph 4.

5.Severability. In the event that any provision of this Agreement, or the application of such provision to any person or in any set of circumstances shall be determined to be invalid, unlawful or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful or unenforceable, shall not be impaired or otherwise affected and shall continue to be enforceable to the fullest extent permitted by law.

6.Assignment. Except as provided herein, none of the Parties may assign any of its rights or delegate any of its duties under this Agreement. Any purported assignment in violation of this Agreement will be void ab initio. In addition to sales of Common Stock in accordance with Section 2 hereof or pursuant to a registered public offering or sales pursuant to Rule 144 under the Securities Act, a Stockholder may sell or transfer Company securities to its affiliates, in a private transaction exempt from registration under the Securities Act and other applicable securities laws, as confirmed in each case by an opinion of counsel reasonably acceptable to the Company, provided that such transferee shall, as a condition to the effectiveness of such transfer, execute a counterpart to this Agreement assuming all of the obligations of the transferring Stockholder with respect to such securities and agreeing to be treated as if an original party hereto. Notwithstanding the foregoing or any other provisions herein, no such assignment will relieve such Stockholder of its obligations hereunder.

7.Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications to the Stockholders shall be sent to the address as set forth on the signature pages hereof and communications to the Company, at its corporate offices, or at such other address as any such Party may designate by ten (10) days advance written notice to the other Parties hereto.

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8.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Facsimile or email transmission of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart, and such signatures shall be deemed original signatures for purposes of the enforcement and construction of this Agreement.

9.Interpretation; Absence of Presumption; Certain Definitions.

(a)For the purposes hereof, (1) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (2) the terms “hereof”, “herein”, and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including the schedule hereto) and not to any particular provision of this Agreement, and Paragraph and Schedule references are to the Paragraphs and Schedules to this Agreement unless otherwise specified, (3) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation” unless the context otherwise requires or unless otherwise specified, (4) the word “or” shall not be exclusive, (5) provisions shall apply, when appropriate, to successive events and transactions, and (6) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified.

(b)The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

10.Specific Performance. The Parties agree that irreparable damage would occur in the event that any provision of this Agreement is not performed in accordance with the terms of this Agreement and that therefore the Parties shall be entitled to seek specific performance of the terms of this Agreement in addition to any other remedy at law or equity, without the necessity of proving irreparable harm or posting bond or other security.

11.Waiver of Conflicts. Each party to this Agreement acknowledges that Cooley Godward Kronish, outside general counsel to the Company, has in the past performed and is or may now or in the future represent one or more Stockholders or their affiliates in matters unrelated to the transactions contemplated by this Agreement, including representation of such Investors or their affiliates in matters of a similar nature to such transactions. The applicable rules of professional conduct require that Cooley Godward Kronish inform the parties hereunder of this representation and obtain their consent. Cooley Godward Kronish has served as outside general counsel to the Company and has negotiated the terms of this Agreement and related transactions solely on behalf of the Company. The Company and each Stockholder hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to this Agreement and the related transactions, Cooley Godward Kronish has represented solely the Company, and not any Stockholder or other equity holder, director or employee of the Company; and (c) gives its informed consent to Cooley Godward Kronish’s representation of the Company in connection with this Agreement and the related transactions.

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12.Termination. This Agreement shall terminate and be of no further force or effect upon the earlier of (i) an Acquisition or (ii) the date 18 months following the date of this Agreement. For purposes of this agreement, “Acquisition” shall mean (A) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization or (B) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s voting power is transferred.

13.Entire Agreement. This Agreement, the Schedule hereto and the Registration Rights Agreement constitute the entire agreement among the Parties and supersedes any prior understandings, agreements and representations made by or between the Parties, whether written or oral, to the extent they relate in any way to the subject matter hereof.

[Remainder of this Page Intentionally Left Blank]

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IN WITNESS WHEREOF, this Agreement has been executed by or on behalf of each of the Parties hereto as of the date first above written.

CHAZAK VALUE CORP.
By:	/s/ Joseph E. Sarachek
	Name: Joseph E. Sarachek
	Title: Chairman & CEO

STOCKHOLDERS:
CHARLIE FISCH
By:	/s/ Charlie Fisch

FOLIO HOLDINGS, LLC
By:	/s/ Jonathan Lewis
	Name: Jonathan Lewis
	Title: Managing Member

IA CAPITAL PARTNERS, LLC
By:	/s/ Roger Ehrenberg
	Name: Roger Ehrenberg
	Title: Managing Member

RIDGE VIEW GROUP, LLC
By:	/s/ David Marcus
	Name: David Marcus
	Title: Managing Partner

JOSEPH E. SARACHEK
By:	/s/ Joseph E. Sarachek

SCHEDULE A

Initial Members of the Board of Directors

· Charlie Fisch

· Roger Ehrenberg (as designated by IA Capital Partners, LLC)

· David Marcus (as designated by Ridge View Group, LLC)

· Jonathan Lewis (as designated by Folio Holdings, LLC)

· Joseph E. Sarachek

EX-10.5

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 31, 2008, by and among Chazak Value Corp., a Delaware corporation (the “Company”), and the stockholders listed on Exhibit A hereto, referred to hereinafter as the “Stockholders” and each individually as a “Stockholder.”

RECITALS

WHEREAS, each of the Stockholders invested in The 500 Group, LLC (the “500 Group”) for the purpose of providing the funds necessary to purchase 4,620,000 shares (the “Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), in connection with the implementation of the Plan of Reorganization, as amended (the “Plan”), of PubliCARD, Inc. (the “Debtor”);

WHEREAS, pursuant to the Contribution Agreement, entered into as of October 26, 2007, by and between the 500 Group and the Debtor, the 500 Group agreed to contribute $500,000 to the Debtor on the effective date of the Plan in exchange for the Shares and the releases and related provisions set forth in the Plan, which contribution was made and which Shares were issued on the date hereof;

WHEREAS, pursuant to the Funding Agreement, dated as of January 18, 2008, by and among the 500 Group, the Debtor and each of the Stockholders, (i) upon its receipt of the Shares, the 500 Group agreed to distribute such Shares to the Stockholders in proportion to their investment in the 500 Group under the Funding Agreement (the “Distribution”) and (ii) the Parties agreed to enter into this Agreement and the Stockholders Agreement (the “Stockholders Agreement”); and

WHEREAS, the parties desire to enter into this Agreement in order to grant registration rights to the Stockholders as set forth below.

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. GENERAL.

1.1Definitions. As used in this Agreement the following terms shall have the following respective meanings:

(a)“Acquisition” means (A) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization or (B) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s voting power is transferred.

(b)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(c)“Holder” means any person owning of record Registrable Securities that have not been sold to the public or any assignee of record of such Registrable Securities transferred in a private transaction in accordance with Section 2 or Section 6 of the Stockholders Agreement.

(d)“Register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

(e)“Registrable Securities” means (a) Common Stock of the Company transferred to the initial Holders pursuant to the Distribution under the Funding Agreement in the amounts set forth on Exhibit A (the “Shares”) and (b) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such above-described securities. Notwithstanding the foregoing, Registrable Securities shall not include any securities (i) sold by a person to the public either pursuant to a registration statement or Rule 144 or (ii) sold in a private transaction in accordance with Section 2 or Section 6 of the Stockholders Agreement in which the transferor’s rights under Section 2 of this Agreement are not assigned.

(f)“Registrable Securities then outstanding” shall be the number of shares of the Company’s Common Stock that are Registrable Securities and are then issued and outstanding.

(g)“Registration Expenses” shall mean all expenses incurred by the Company in complying with Sections 2.1 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

(h)“Rule 144” means Rule 144, as amended from time to time, promulgated under the Securities Act.

(i)“SEC” or “Commission” means the Securities and Exchange Commission.

(j)“Securities Act” shall mean the Securities Act of 1933, as amended.

(k)“Selling Expenses” shall mean all underwriting discounts and selling commissions applicable to the sale by a Holder and any fees and disbursements of counsel to such Holder.

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(l)“Special Registration Statement” shall mean (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities.

SECTION 2. REGISTRATION

2.1Piggyback Registrations.

(a)The Company shall notify all Holders in writing at least ten (10) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within ten (10) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and subject to the conditions set forth herein.

(b)If the registration statement of which the Company gives notice under this Section 2.1 is for an underwritten offering, the Company shall so advise the Holders. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders electing to include their shares in such registration; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis based on the number of shares of Common Stock then held. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights held by all entities and individuals included in such “Holder,” as defined in this sentence.

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(c)The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 whether or not any Holder has elected to include shares in such registration, and shall promptly notify any Holder that has elected to include shares in such registration of such termination or withdrawal.

2.2Expenses of Registration. All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 2.1 herein shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders of the securities so registered, as applicable.

2.3Obligations of the Company. In connection with the registration of any Registrable Securities, the Company shall:

(a)Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(b)Use its reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(c)Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company will use reasonable efforts to amend or supplement such prospectus in order to cause such prospectus not to include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

2.4No Right to Delay Registration; Furnishing Information.

(a)No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

(b)It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2.1 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be reasonably required by the Company in connection with the registration of their Registrable Securities.

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2.5Indemnification. In the event any Holder’s Registrable Securities are included in a registration statement under Section 2.1:

(a)To the extent permitted by law, the Company will indemnify and hold harmless each such Holder, the partners, members, officers and directors of each such Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or incorporated by reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or in any issuer free writing prospectus, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will reimburse each such Holder, partner, member, officer, director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided however, that the indemnity agreement contained in this Section 2.5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, member, officer, director, underwriter or controlling person of such Holder.

(b)To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration is being effected, indemnify and hold harmless the Company, each of its directors, its officers and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, directors or officers or any person who controls such Holder, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder, or partner, director, officer or controlling person of such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any of the following statements: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or incorporated by reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or in any issuer free writing prospectus, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act (collectively, a “Holder Violation”), in each case to the extent (and only to the extent) that such Holder Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, or partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Holder Violation; provided, however, that the indemnity agreement contained in this Section 2.5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided further, that in no event shall any indemnity under this Section 2.5(b) exceed the net proceeds from the offering received by such Holder.

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(c)Promptly after receipt by an indemnified party under this Section 2.5 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.5, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses thereof to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.5 to the extent, and only to the extent, prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.5.

(d)If the indemnification provided for in this Section 2.5 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) or Holder Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by a Holder hereunder exceed the net proceeds from the offering received by such Holder.

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(e)The obligations of the Company and Holders under this Section 2.5 shall survive completion of any offering of Registrable Securities in a registration statement and, with respect to liability arising from an offering to which this Section 2.5 would apply that is covered by a registration filed before termination of this Agreement, such termination. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

2.6“Market Stand-Off” Agreement. Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) during the 180-day period following the effective date of a registration statement of the Company filed under the Securities Act; provided, that all officers and directors of the Company are bound by and have entered into similar agreements. The obligations described in this Section 2.6 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future.

2.7Agreement to Furnish Information. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter of an offering including Registrable Securities that are consistent with the Holder’s obligations under Section 2.6 or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in Section 2.6 and this Section 2.7 shall not apply to a Special Registration Statement. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said day period. Each Holder agrees that any permitted transferee of any shares of Registrable Securities, other than shares sold to the public through a registration or pursuant to Rule 144 shall be bound by Sections 2.6 and 2.7. The underwriters of the Company’s stock are intended third party beneficiaries of Sections 2.6 and 2.7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

2.8Termination of Registration Rights. The right of any Holder to request inclusion of Registrable Securities in any registration pursuant to Section 2.1 hereof shall terminate upon the earlier of: (i) the date three (3) years after the date of this Agreement; or (ii) such time as such Holder holds less than 1% of the Company’s outstanding Common Stock and all Registrable Securities of the Company held by and issuable to such Holder (and its affiliates) may be sold pursuant to Rule 144 during any ninety (90) day period. Upon such termination, such shares shall cease to be “Registrable Securities” hereunder for all purposes.

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SECTION 3. MISCELLANEOUS.

3.1Governing Law.

(a)This Agreement shall be governed by and construed under the laws of the State of Delaware in all respects as such laws are applied to agreements among Delaware residents entered into and to be performed entirely within Delaware, without reference to conflicts of laws or principles thereof. The parties agree that any action brought by any party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in the City of New York, New York.

(b)Each party hereto hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement, or the transactions contemplated by this Agreement. Each party certifies and acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each party understands and has considered the implications of this waiver, (iii) each party makes this waiver voluntarily, and (iv) each party has been induced to enter into this Agreement by, among other things, the mutual waivers in this paragraph 3.1(b).

3.2Successors and Assigns.Except as provided herein, none of the Stockholders may assign any of its rights or delegate any of its duties under this Agreement. Any purported assignment in violation of this Agreement will be void ab initio. A Stockholder may assign the registration rights hereunder corresponding to Registrable Securities in connection with (a) the sale or transfer of Registrable Securities to its affiliates, in a private transaction exempt from registration under the Securities Act and other applicable securities laws, as confirmed in each case by an opinion of counsel reasonably acceptable to the Company or (b) a sale of Registrable Securities in accordance with Section 2 of the Stockholders Agreement, provided that such transferee shall, as a condition to the effectiveness of such transfer, execute a counterpart to this Agreement assuming all of the obligations of the transferring Stockholder with respect to such securities and agreeing to be treated as if an original party hereto. Notwithstanding the foregoing or any other provisions herein, no such assignment will relieve such Stockholder of its obligations hereunder.

3.3Entire Agreement. This Agreement, the Exhibit, the Stockholders Agreement and the other documents delivered pursuant thereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this Agreement.

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3.4Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

3.5Amendment and Waiver.

(a)Except as otherwise expressly provided, this Agreement may be amended or modified, and the obligations of the Company and the rights of the Holders under this Agreement may be waived, only upon the written consent of the Company and the holders of at least a majority of the Registrable Securities then outstanding.

(b)For the purposes of determining the number of Holders entitled to vote or exercise any rights hereunder, the Company shall be entitled to rely solely on the list of record holders of its stock as maintained by or on behalf of the Company.

3.6Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on any party’s part of any breach, default or noncompliance under this Agreement or any waiver on such party’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise afforded to any party, shall be cumulative and not alternative.

3.7Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications to the Stockholders shall be sent to the address as set forth on the signature pages hereof and communications to the Company, at its corporate offices, or at such other address as any such party may designate by ten (10) days advance written notice to the other parties hereto.

3.8Attorneys’ Fees. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

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3.9Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

3.10Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Facsimile or email transmission of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart, and such signatures shall be deemed original signatures for purposes of the enforcement and construction of this Agreement.

3.11Aggregation of Stock. All shares of Registrable Securities held or acquired by affiliated entities or persons or persons or entities under common management or control shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

3.12Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require.

3.13Termination. This Agreement shall terminate and be of no further force or effect upon the earlier of (i) an Acquisition or (ii) the date three (3) years following the date of this Agreement.

[SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this REGISTRATION RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

CHAZAK VALUE CORP.
By:	/s/ Joseph E. Sarachek
	Name: Joseph E. Sarachek
	Title: Chairman & CEO

STOCKHOLDERS:
CHARLIE FISCH
By:	/s/ Charlie Fisch

FOLIO HOLDINGS, LLC
By:	/s/ Jonathan Lewis
	Name: Jonathan Lewis
	Title: Managing Member

IA CAPITAL PARTNERS, LLC
By:	/s/ Roger Ehrenberg
	Name: Roger Ehrenberg
	Title: Managing Member

RIDGE VIEW GROUP, LLC
By:	/s/ David Marcus
	Name: David Marcus
	Title: Managing Partner

JOSEPH E. SARACHEK
By:	/s/ Joseph E. Sarachek

 

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EXHIBIT A

Holder	Registrable Securities transferred pursuant to the Distribution
Folio Holdings, LLC	924,000 shares of Common Stock
IA Capital Partners, LLC	924,000 shares of Common Stock
Charlie Fisch	924,000 shares of Common Stock
Ridge View Group, LLC	924,000 shares of Common Stock
Joseph E. Sarachek	924,000 shares of Common Stock

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EX-99.1

PubliCARD, Inc.
(Debtor-In-Possession)
Balance Sheet
As of December 31, 2007
	December 31, 2007
	Balance Sheet
Current Assets
Cash	$	1,793
Restricted Cash		-
Due From Related Parties		-
Accounts Receivable-Net		(268	)
Inventory Net		-
Prepaid Other		-
Prepaid Insurance and Rent		6,250
Prepaid Professional		-
Prepaid Expenses		11,364
Total Current Assets		19,139
Property, Plant, & Equipment - Gross		14,404
Accumulated Depreciation		(10,853	)
Property, Plant, & Equipment - Net		3,551
Intangibles - Gross		-
Accumulated Amortization		-
Intangibles - Net		-
Organizational Costs		-
Other - Non-Current		-
Total Assets	$	22,690
Post-Petition Liabilities
Cash Overdrafts	$	-
Accounts Payable		34,264
Accrued Payroll/Commission		22,047
Accrued Consulting		60,000
Due to Affiliates		71,915
Other Current Liabilities/Accrued Professional Fees		46,740
Total Post Petition Current Liabilities		234,966
Pre-Petition Liabilities
Cash Overdrafts		-
Accounts Payable		294,021
Deferred Revenues		-
Accrued Payroll/Commission		-
Obligations For Capital Leases Current		-
Other Current Liabilities		11,606
Total Pre- Petition Current Liabilities		305,627
Interest Payable		-
Other Long Term Liabilities		-
-
Total Liabilities		540,593
Stockholders' Deficit
Class A Preferred Stock Second Series, no par value:1,000 shares authorized		2,325,000
465 shares issued and outstanding
Common shares, $0.10 par value: 40,000,000 shares authorized; 24,940,902		2,494,090
shares outstanding
Additional paid-in capital		108,624,824
Accumulated deficit		(113,961,817	)
Total Stockholders Deficit		(517,903	)
Total Liabilities and Stockholders' Deficit	$	22,690

EX-99.2

CHAZAK VALUE CORP. 75 Rockefeller Plaza, 16^th Fl. New York, NY 10010 212 265-7013

Press Release

Contact: Joseph E. Sarachek Phone: (212) 365-8792 FOR IMMEDIATE RELEASE 9 A.M. EDT, January 30, 2008

PUBLICARD EMERGES FROM BANKRUPTCY AS CHAZAK VALUE CORP. AND WILL FOCUS ON ACQUISITION OF PRIVATELY HELD BUSINESSES SEEKING TO RESTRUCTURE OR WITH SUCCESSION ISSUES

NEW YORK, NEW YORK, JANUARY 30, 2008: On January 30, 2008, the United States Bankruptcy Court for the Southern District of New York (the “Court”) confirmed the First Amended Plan of Reorganization (the “Plan”) of PubliCARD, Inc. (CARD.PK) (“PubliCARD”, the “Debtor” or the “Company” ) (In re: PubliCARD, Inc., Case No. 07-11517) which will now be known as Chazak Value Corp. (the “Reorganized Debtor” or “Chazak”) The new company will focus on building its existing smart card business as well as acquiring privately held businesses in the $10-100 million revenue range that are seeking to restructure or that have succession issues.

Under the Plan, The 500 Group, LLC, an entity currently controlled by PubliCARD’s Chief Executive Officer, Joseph E. Sarachek, is receiving 90% of the Reorganized Debtor’s common stock. Under the Plan, all outstanding shares of PubliCARD common stock and preferred stock were cancelled. Former holders of PubliCARD’s common will receive an aggregate of 5% of the Reorganized Debtor’s common stock (256,676 shares) and former holders of PubliCARD’s preferred stock will also receive an aggregate of 5% of the Reorganized Debtor’s common stock (256,676 shares).

~ MORE ~

PUBLICARD CONFIRMS CHAPTER 11 PLAN

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Proceeds of The 500 Group’s contribution will be used to fund the Reorganized Debtor, to pay allowed administrative expenses, allowed priority claims, and pay allowed general unsecured claims. Holders of general unsecured claims will receive an approximate 17% recovery.

Under PubliCARD’s Plan, the new company Chazak Value Corp. will issue 5,133,352 shares of common stock, including the shares being issued to The 500 Group. All existing holders of PubliCARD common stock with more than 100 shares will receive a distribution.

NEW BOARD WITH CONSIDERABLE RESTRUCTURING EXPERIENCE

A new Board of Directors for Chazak has been installed consisting of investment professionals with considerable restructuring and investment management expertise. In addition to Joseph Sarachek, who is Managing Director of Triax Capital Advisors, a restructuring and turnaround advisory firm, the Board consists of Roger Ehrenberg, former CEO of DB Advisors, the $6 billion, 130-person global investment platform of Deutsche Bank; Jonathan Lewis, a professional investment manager focused on value-related investments; Charles Fisch, a private investor and manager, specializing in New York real estate; and David Marcus who manages the Marcap Investors, a long-term investment company that invests in European equities.

Joseph Sarachek, the Chairman and Chief Executive Officer of Chazak stated “given the current market conditions, it is a favorable time to look for acquisitions of small privately-held cash flow positive companies with management teams in place.”

-End-