Exhibit 10.1
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ASSET PURCHASE AGREEMENT
AGREEMENT made as of this 30th day of May, 1997, by and
between PROGRAMS FOR EDUCATION, INC., a New Jersey corporation,
having its principal place of business at ▇▇▇▇▇▇▇▇ #▇, ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("Seller"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, an
individual with his principal residence at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇"), MODERN LEARNING
PRESS, INC., a Delaware corporation having its principal place of
business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("Purchaser") and TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC., a
Delaware corporation, having its principal place of business at
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("TASA").
W I T N E S S E T H:
WHEREAS, the Seller is engaged in the business of publishing
educational materials for educators and parents of young children
(the "Business"), and
WHEREAS, Purchaser desires to purchase from the Seller and the
Seller desires to sell to the Purchaser, the Business and
substantially all of its assets, upon the terms and conditions
stated herein.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained in this Agreement, the parties hereby
agree as follows:
1. SALE AND TRANSFER OF ASSETS.
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(a) On the terms and subject to the conditions of this
Agreement and in reliance on the representations and warranties set
forth herein, except as set forth in subparagraph (b) below, the
Seller shall sell, assign, transfer and deliver to the Purchaser on
the Closing Date, as defined in Paragraph 15 hereof, and the
Purchaser shall purchase from Seller, free of liens and
encumbrances, all of the operating assets, properties and rights of
Seller of every kind and description existing at the Closing Date
(such assets, properties and rights to be sold herein shall be
hereinafter referred to as the "Assets"). Without limiting the
foregoing, the Assets shall include cash on hand; accounts;
accounts receivable; prepaid expenses; furniture and fixtures;
machinery and equipment; catalogs (including but not limited to all
advertising and marketing materials); customer list; mailing list;
leases; inventory in all forms (including but not limited to print
and video); manuscripts; all intellectual property and proprietary
rights and interests (including but not limited to author/publisher
contracts, licenses, trademarks, tradenames, servicemarks,
copyrights, and patents whether registered or applied for or at
common law, e.g. "Modern Learning Press", "Programs for Education",
"Change A Print Frame" and any other tradenames, trademarks or
servicemarks used in connection with the Business); any and all
contracts and contract rights (including but not limited to
distribution and publishing rights and agreements, e.g. with ▇▇▇▇▇▇
Institute, "Words I Use When I Write", "Palabras Que Yo Uso Cuando
Escribo", "My Word Book", "Word Power" and "Parent Pages" series,
any materials relating to prior seminar and training workshops,
author contracts - both existing and under development, license
agreements with publishers, and export contracts) and Seller's
names "Programs for Education, Inc." and "Modern Learning Press."
Seller shall provide such bills of sale, assignments and
other transfer documents necessary to sell, assign and transfer the
Assets and vest all rights to same in Purchaser, including but not
limited to assignments of all contracts and intellectual property
and proprietary interests in forms acceptable to counsel for
Purchaser and suitable for filing and registration of same by
Purchaser.
(b) Notwithstanding subparagraph (a) above, Seller shall
not include in Assets transferred hereunder its Zeos computers and
two tape decks, a Panasonic video monitor, a video camera and video
lights, external hard drives and all related software used in video
editing; provided that (i) (other than personal information of ▇▇.
▇▇▇▇▇▇▇), all information on any tapes, discs or drives of such
items shall be removed and transferred to a tape, disc or drive of
a computer and tape deck included in the Assets being sold
hereunder, and (ii) none of the equipment is used in creating or
manufacturing the products of Seller being sold hereunder.
2. ASSUMPTION OF CERTAIN LIABILITIES. Seller shall assign
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and Purchaser will assume certain liabilities of Seller as set
forth on the Closing Balance Sheet of Seller which shall be one of
the Closing Financial Statements (as defined hereinafter), and as
approved by Purchaser (the "Assumed Liabilities"). Assumed
Liabilities shall include accounts payable, "Bonus Accrual" as
defined in Paragraph 14 hereof (upon which Purchaser shall withhold
all applicable federal, state and local taxes as required by law),
accrued expenses, payroll taxes and other liabilities arising in
the ordinary course of business, provided all such liabilities are
disclosed to Purchaser on the Closing Balance Sheet delivered
pursuant to Paragraph 14 hereof.
Notwithstanding anything to the contrary contained above,
Assumed Liabilities shall not include any obligation or liability
of Seller with respect to income taxes, penalties and interest thereon;
loans or other credit granted to Seller or its officers, directors or
employees; pension, profit-sharing or other similar obligations
of Seller whether or not arising from ERISA qualified or approved plans;
any liabilities for items outside the ordinary course of business, any
liabilities for acts or omissions of Seller, its officers, directors or
employees through the Closing Date which are not disclosed on the Closing
Balance Sheet and approved in writing by Purchaser (including but
not limited to contingent liabilities, and any pending or
threatened claims, proceedings, actions, or investigations, whether
or not asserted before Closing).
Purchaser will advise Seller promptly upon receipt of the
Closing Balance Sheet of any liabilities disclosed thereon which
Purchaser will not accept as an Assumed Liability. Seller shall
have five (5) days thereafter to dispute same in writing and, if
disputed, the accountants for Purchaser and Seller shall make best
faith efforts to resolve same. Notwithstanding, Seller shall
remain liable therefore pending resolution of the dispute.
Purchaser may, in its discretion, pay any disputed liability, and
shall be entitled to offset the amount paid against any payments
due under the Note and Royalty Agreement upon resolution of the
dispute in its favor. Seller will indemnify Purchaser for any
liability other than Assumed Liabilities which are asserted against
Purchaser in connection with the transaction or the Assets acquired
hereby, including reasonable attorneys fees. Purchaser shall give
prompt written notice to Seller of any such asserted liabilities
and Seller shall have a reasonable opportunity to defend. In the
event such liability is not paid by Seller, or the claim against
Purchaser dismissed within sixty (60) days of the date of notice to
Seller, or adequate security or bond provided to Purchaser and
acceptable to Purchaser's counsel, Purchaser may offset the amount
of such liabilities (and its reasonable attorneys fees) against any
payments due to Seller or ▇▇. ▇▇▇▇▇▇▇ under this Agreement or any
document executed in connection herewith, including, but not
limited to the Note and Royalty Agreement (as hereinafter defined).
3. CONSIDERATION. On the Closing Date, in consideration of
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the sale and purchase of the Assets hereunder, assumption of the
Assumed Liabilities, and the payments to be made pursuant to the
Consulting Agreement and Non-competition Agreement (defined
hereinafter), Purchaser shall pay Seller the aggregate sum of Three
Million Two Hundred Thousand Dollars ($3,200,000.00) as total
purchase price ("Purchase Price"), which Purchaser and Seller agree
shall be allocated as follows:
Net Assets $2,500,000.00
Restrictive Covenant of Shareholders $400,000.00
Restrictive Covenant of Seller $100,000.00
Consulting Agreement $200,000.00
The parties agree to cooperate and complete Internal Revenue
Service Form 8594 promptly upon the receipt, review and acceptance
by Purchaser of the Closing Financial Statements.
4. PAYMENT OF PURCHASE PRICE. Purchase Price shall be paid
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as follows:
(a) Two Million Two Hundred Thousand Dollars
($2,200,000.00) payable at Closing by wire transfer to the account
of Seller and its shareholders.
(b) One Million Dollars ($1,000,000.00) by secured
promissory note of Purchaser, substantially in the form of Exhibit
"A" hereto (the "Note"), payable in equal quarterly installments of
principal and interest so as to be self-liquidating at the end of
five years from the date of Closing, with interest at the prime
rate of The Bank of New York, plus one percent per annum, but in no
event less than nine (9%) percent per annum (the "Interest Rate").
The Interest Rate and resultant payment shall be adjusted quarterly
at the beginning of each quarter following Closing. The Note may
be prepaid at any time, and from time to time, without penalty.
5. COLLATERAL AND SECURITY.
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(a) As security for the payment and performance by
Purchaser of its obligations under the Note and the Royalty
Agreement, Purchaser shall provide to Seller a security agreement,
substantially in the form of Exhibit "B" hereto (the "Security
Agreement"), and appropriate UCC-1 financing statements (the
"Financing Statements") granting to Seller a first position
security interest in the titles sold hereunder by Seller as listed
on Schedule 5.1 hereof, and provided no Event of Default has
occurred and is continuing under the Royalty Agreement at such
time, the Security Agreement and related Financing Statements shall
terminate and not be renewed or continued after payment in full of
the Note; and
(b) As security for the payment and performance of the
obligations of TASA and Purchaser, as the case may be, under the
terms of this Agreement, the Note, the Royalty Agreement and the
Guaranty (hereinafter defined), TASA shall provide to Seller (i) a
stock pledge agreement, substantially in the form of Exhibit "C"
hereto (the "Stock Pledge Agreement"), pursuant to which TASA shall
pledge to Seller one hundred (100%) percent of the issued and
outstanding capital stock of Purchaser; and (ii) guaranty of TASA,
substantially in the form of Exhibit "D" hereto (the "Guaranty").
6. BULK SALE COMPLIANCE. Except for Assumed Liabilities,
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Seller shall pay all of its creditors from the proceeds of this
sale and save and hold Purchaser harmless, and indemnify and defend
Purchaser from any and all claims, demands and expenses arising by
reason of any such indebtedness (including reasonable attorneys
fees). At the Closing, Seller shall furnish Purchaser with a ▇▇▇▇
of Sale and Affidavit in lieu of compliance with the bulk transfer
provisions of the Uniform Commercial Code as in effect in the State
of New Jersey in form acceptable to counsel for Purchaser selling
and transferring such the Assets free and clear of liens, charges
and encumbrances and rights of creditors.
7. SALES TAX. Purchaser and Seller agree to cooperate in
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complying with the requirements of New Jersey law with respect to
the transfer of assets contemplated hereunder, including but not
limited to Seller's notice to the State of New Jersey and payment
by Seller in escrow of any amount required by the State in
connection with Seller's sales tax obligations.
8. REPRESENTATIONS OF SELLER. Seller represents and
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warrants to Purchaser as follows:
(a) Seller is a corporation duly organized and existing and in
good standing under the laws of the State of New Jersey and is duly
qualified to transact business in the State of New Jersey. The operation
of its business does not require Seller to be qualified to transact
business in any other jurisdiction. Seller has full power and
authority to perform its obligations as provided in this Agreement.
The execution and delivery by Seller of this Agreement and the
consummation of the transactions contemplated herein have been duly
authorized by all requisite corporate action, and will not conflict
with or breach any provision of any agreement to which Seller is a
party or by which it may be bound, the Certificate of Incorporation
or By-Laws of Seller.
(b) Seller has good and marketable title to, all of the
Assets free and clear of all mortgages, charges, liens and
encumbrances. A list of all material contracts is annexed as
Schedule 8.1 hereto.
(c) Except for the workers compensation claim of ▇▇.
▇▇▇▇▇▇▇ ▇▇▇, there are no actions, suits or proceedings pending,
and Seller has no knowledge of any actions, suits or proceedings
threatened, against Seller affecting Seller, or any of the Assets
to be transferred under this Agreement, or which would prevent or
substantially hinder the consummation of the transactions
contemplated by this Agreement.
(d) The accounts receivable accrued on or through the
Closing Date were, and to the best knowledge of Seller, will be,
created in the ordinary course and do and will reflect bona fide
sales to customers and will be collectible in the amount thereof as
reflected in the records of Seller. A schedule of such receivables
shall be delivered to Purchaser within five (5) business days of
the date of this Agreement.
(e) From October 1, 1996 to the date of this Agreement,
(i) there has been no material adverse change in the Assets or the
financial condition of Seller from that shown in the Financial
Statements (as defined in Paragraph 14(a) hereof, and (ii) no
business, properties or assets owned or leased by the Seller shall
have suffered any material destruction of damage or have been
materially adversely affected in any manner which singularly, or in
the aggregate would have a material adverse effect on the Assets or
the financial condition of the Seller, regardless of whether or not
the loss suffered from any such incident shall have been insured;
and (iii) the business of Seller has been conducted in the ordinary
course.
(f) The conduct of the business of Seller, and its sale
of products, does not infringe upon the patents, trademarks,
tradenames or copyrights of any person or entity and Seller has not
received any notice of conflict with the asserted rights of others
with respect to the conduct of its business.
(g) Seller is not a party to any collective bargaining
agreement, nor is Seller a party to any agreement with any of its
employees which is not by its terms terminable at will at the
election of Seller.
(h) Seller has no pension plan, profit-sharing plan or
employee benefit plan with respect to its employees.
(i) Other than the contracts being transferred hereunder
and listed on Schedule 8.1 annexed hereto and made a part hereof,
and the oral lease of Seller for its office space in Rosemont, New
Jersey. Seller is not a party to any written or oral contract,
license, lease or other agreement. Seller has contacted the
landlord to discuss the assignment and assumption by Purchaser of
the lease of Seller's office site and Purchaser shall complete such
negotiations. Seller has not received a notice of any default nor
is it in material default under any document, agreement, contract,
license, lease or other commitment to which it is or may be a
party. Seller has not received notice that any party to any such
agreement intends to cancel or terminate the same, whether by
reason of the transactions contemplated hereby or otherwise. All
such agreements are valid and enforceable in accordance with their
respective terms for the periods stated therein.
(j) Seller is in compliance with all laws, rules,
regulations, ordinances, decrees and orders applicable to its
operation as currently conducted or to its owned or leased
properties.
(k) This Agreement constitutes the valid and binding
obligation of Seller, enforceable against Seller in accordance with
its terms.
(l) The ▇▇▇▇ of Sale and instruments of assignment, when
executed and delivered to Purchaser will transfer to Purchaser all
of the Assets, free of all mortgages, liens, charges and
encumbrances.
(m) Seller has filed when due, including all lawful
extensions thereof, all income, franchise, sales and other federal,
state and local tax returns required to be filed by Seller under
any law, rule or regulation imposed by any governmental authority
with jurisdiction over Seller, the Business and the Assets. All
such returns are true, complete and correct and in full compliance
with all applicable laws, rules and regulations. All amounts
payable pursuant to such returns, including any penalties and
interest assessed thereon, if any, have been paid in full. All
such amounts, whether or not evidenced by a return or filing which
have accrued with respect to any period through and including the
date hereof have been paid or will be paid by Seller, unless
explicitly assumed by Purchaser hereunder as an Assumed Liability.
(n) The machinery, equipment, furniture and fixtures
listed on Schedule 8.2 hereof constitute all such assets of Seller
and are, and will be on the Closing Date, in good working order and
repair, reasonable wear and tear excepted.
(o) Since October 1, 1996:
(i) Seller has and shall continue to conduct its
business in the ordinary course.
(ii) Seller has and shall continue to meet the
contractual obligations and to pay its obligations as they mature
in the ordinary course of business.
(iii) Seller has and shall continue to use its
best efforts to preserve intact the business organization and the
goodwill of Seller, its current staff, both independent contractors
and employees, its customers, suppliers, publishers, authors and
others having business relations with it.
(iv) Seller has kept and shall continue to keep the
insurance now maintained with respect to the Assets in full force
and effect.
(v) Seller has not and shall not, nor has nor shall any
agent of Seller, directly or indirectly (A) solicit or accept offers to
sell the capital stock of Seller or Assets of business of Seller or enter
into negotiations concerning any unsolicited offers so received; or
(B) provide information to any other party to assist the other
party in evaluating a potential purchase of, or investment in, the
capital stock of Seller or Assets or Business of Seller.
9. REPRESENTATIONS AND WARRANTIES BY PURCHASER AND TASA.
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Each of Purchaser and TASA make the following representations
and warranties to Seller:
(a) Each of Purchaser and TASA is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Delaware and each is duly qualified to transact
business in the other jurisdictions in which the business of each
would require such qualification, except that Purchaser has filed
applications for qualification in New Jersey and Pennsylvania,
which qualifications have not yet issued. Each of Purchaser and
TASA has full corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated by this
Agreement.
(b) The execution and delivery by each of Purchaser and
TASA of this Agreement and the consummation of the transactions
contemplated hereby do not and will not conflict with or violate
any contract or agreement to which Purchaser or TASA is a party or
by which it may be bound, are not contrary to the certificate of
incorporation or by-laws of either Purchaser or TASA and are not
contrary to any order of any court to which either Purchaser or
TASA is subject.
(c) Each of Purchaser and TASA have good and marketable
title to all of their respective properties.
(d) The execution, delivery and performance by Purchaser
and TASA of this Agreement have been duly authorized by all
requisite corporate action. This Agreement constitutes a legal,
valid and binding obligation of Purchaser and TASA enforceable in
accordance with its terms.
(e) There are no actions, suits or proceedings pending,
and each of Purchaser and TASA has no knowledge of any actions,
suits or proceedings threatened, against either Purchaser or TASA
which would materially affect either Purchaser or TASA or which
would prevent or substantially hinder the consummation of the
transactions contemplated by this Agreement.
(f) Neither Purchaser nor TASA is in default under any
commitment, contract, agreement, lease or other document to which
it is a party or to which it may be bound, and which would have a
material effect on either corporation's abilities to consummate the
transactions contemplated hereunder. No event has occurred which,
with the lapse of time, would constitute such a material default
thereunder.
10. COVENANTS NOT TO COMPETE. At the Closing, in
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consideration of the transactions contemplated hereunder, Seller
and each of ▇▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Shareholders") shall enter into a non-competition
agreement with Purchaser and TASA, pursuant to which
they shall not compete with, nor solicit customers of, nor
interfere with the business of Purchaser and TASA on such terms and
conditions as are set forth in the Non-Competition Agreement to be
executed and delivered at Closing, substantially in the form of
Exhibit "E" hereto.
11. CONSULTING CONTRACT. At the Closing, in consideration
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of the transactions contemplated hereunder, ▇▇. ▇▇▇▇▇▇▇ shall enter
into a consulting agreement pursuant to which he shall, under
supervision of the President of Purchaser, provide consulting
services to Purchaser for a period not to exceed one year after the
Closing to enable an effective transition of Seller's business to
Purchaser with the terms and conditions of such agreement as set
forth in the Consulting Agreement to be executed and delivered at
Closing, substantially in the form of Exhibit "F" hereto.
12. ROYALTY AGREEMENT. At the Closing, in consideration of
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the transactions contemplated herein, Purchaser and Seller shall
enter into a royalty agreement pursuant to which ▇▇. ▇▇▇▇▇▇▇,
individually, or his legal representatives upon his death, shall be
paid a royalty by Purchaser (the "Royalty") on sales of the "Words
I Use" title series as such series is constituted at Closing
(anticipated to be approximately 19 titles) as set forth in a
Royalty Agreement to be executed and delivered at Closing
substantially in the form of Exhibit "G" hereto.
13. CAPITALIZATION OF PURCHASER. On or before the Closing
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Date, TASA shall capitalize Purchaser with $2,400,000.00 required
for Purchaser to make payment of the $2,200,000.00 cash portion of
the Purchase Price at Closing, and $200,000 additional capital.
Purchaser agrees that the $200,000.00 additional capital shall
remain as capital of Purchaser until payment in full is received by
▇▇. ▇▇▇▇▇▇▇ of all obligations of Purchaser pursuant to the terms
of the Note and the Royalty Agreement.
14. FINANCIAL STATEMENTS AND COVENANTS.
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(a) Regular Financial Statements - Seller has
delivered to Purchaser audited financial statements prepared in
accordance with generally accepted accounting principals
consistently applied for the fiscal year ended September 30, 1996
(the "Financial Statements") which Seller represents to the best of
its knowledge are true, correct and complete in all material
respects as of the date thereof. Seller has not delivered to
Purchaser the "reviewed" financial statements as required pursuant
to the Letter of Intent between the parties, for the period October
1, 1996 through and including March 31, 1997, nor the statements
for April 1997. Purchaser agrees with Seller to accept in their
place and stead, final "reviewed" financial statement for the
period October 1, 1996 through and including May 31, 1997 (the
"Closing Financial Statements"). Seller shall make best efforts to
deliver the Closing Financial Statements within thirty (30) days of
Closing, but in no event later than forty-five (45) days after
Closing. The Closing Financial Statements shall reflect such
adjustments as have been requested by Purchaser's Accountants and
delivered to the accountants for the Seller prior to the date
hereof. The Closing Financial Statements shall consist at a
minimum of Closing Balance Sheet, Income Statement, and Statement
of Cash Flows, with foot notes and with comparative figures for the
same period for Fiscal Year 1996. The Financial Statements and
Closing Financial Statements shall be collectively known as the
"Program Financial Statements". Program Financial Statements shall
also be certified by an officer of Seller that, to the best
knowledge of Seller such Program Financial Statements are true,
correct and complete in all material respects.
(b) Deferred Bonus Accrual - Seller and Purchaser agree
that provided aggregate expenses and disbursements of Seller
incurred in the ordinary course of business (excluding professional
fees as described below) and cost of goods sold as a percentage of
revenues, each as reported by Seller, and reviewed and agreed to by
Purchaser's Accountants, on the Closing Financial Statements, are
equal to or less than a ten (10%) percent variance from such
numbers for Fiscal 1996 for the same period, Purchaser, subject to
(c) below, shall pay a bonus to Mr. ▇▇. ▇▇▇▇▇▇▇ on the following
terms and according to the following scale:
Annual Gross Sales for FY 1997 Bonus
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$1,355,000 $200,000 (minimum salary)
$1,355,001 thru $1,449,999 $200,000 + 21% of sales
over $1,355,000
$1,450,000 thru $1,549,999 $220,000 + 26% of sales
over $1,450,000
$1,550,000 thru $1,649,999 $246,000 + 30% of sales
over $1,550,000
$1,650,000 thru $1,768,999 $276,000 + 14.9% of sales
over $1,650,000
$1,769,000 and over $293,776 (maximum salary)
Gross Sales shall be defined as sales, net of returns, allowances,
and credits. Seller shall maintain expenses within the ten (10%)
percent variance from Fiscal 1996 expenses as described above. If
Closing occurs, a minimum bonus of $200,000 will be due to ▇▇.
▇▇▇▇▇▇▇ by Purchaser on the date determined in (c) below. To the
extent any compensation has been paid by Seller to any Shareholder
in Fiscal 1997, such compensation shall be deducted from the bonus
compensation amount otherwise payable hereunder to ▇▇. ▇▇▇▇▇▇▇ by
Purchaser as Deferred Bonus Accrual (defined hereafter).
If overhead and cost of goods sold as a percentage of revenues
exceed the ten (10%) percent permitted variance, compensation to
▇▇. ▇▇▇▇▇▇▇ shall be reduced dollar for dollar for each dollar of
such excess. Notwithstanding the above, Seller may expense the
costs of professional fees in connection with the Closing (other
than the audit expenses provided in Paragraph 13 of the Letter of
Intent). If such charges exceed $44,000 in the aggregate
(representing 7/12 of Fiscal Year 1996 professional expenses of
$76,000), compensation payable to ▇▇. ▇▇▇▇▇▇▇ shall be reduced
dollar for dollar for each dollar of professional fee expenses
exceeding such $44,000.
(c) Purchaser shall accept as an Assumed Liability on
the Closing Date, the aggregate sum of "salary for Stockholders and
Officers" accrued from October 1, 1996 through the Closing Date, at
an amount determined pursuant to the scale set forth in (b) above
and agreed by Purchaser and Seller's Accountants (the "Deferred
Bonus Accrual"). Payment of the Deferred Bonus Accrual is subject
to and contingent upon no material discrepancies, including
expenses outside the ordinary course of business, upon reasonable
review and audit by Purchaser and its representatives of the books
and records of Seller and the Closing Financial Statements.
Payment of the bonus to the extent of sales figures available,
shall be made, as cash flow permits, on or before September 30,
1997, subject to a final adjusted payment after actual year end
sales results are available. Any further monies due to ▇▇. ▇▇▇▇▇▇▇
as a result of actual year end sales shall be paid within forty-five
(45) days of the end of the fiscal year. Any monies due to
Purchaser as a result of overpayment to ▇▇. ▇▇▇▇▇▇▇, may be offset
by Purchaser against payments due to him under either the Note or
Royalty Agreement. Calculation of the Bonus shall be made by the
accountants regularly servicing the Purchaser. ▇▇. ▇▇▇▇▇▇▇ shall
be given a copy of the Bonus calculation and unless the Purchaser
receives written notice within thirty (30) days of any objection
thereto, the Purchaser shall make such payment or offset, as the
case may be, as shall be required hereunder. Within such thirty
(30) day period, ▇▇. ▇▇▇▇▇▇▇ shall have a right to examine and
audit the calculation of sales and determination of the amount to
be offset during normal business hours, at his sole cost and
expense. Any continuing disputes shall be settled by an
independent third party chosen jointly by Purchaser and Seller.
Purchaser shall make appropriate withholdings from such bonus as
are required by Federal, State and local law.
15. CLOSING. The Closing shall take place at the offices of
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Purchaser's counsel, Rider, Weiner, ▇▇▇▇▇▇▇ & Calhelha, P.C., ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ on or about May
30, 1997 at 10:00 A.M. or such other date and time as shall be
mutually agreed (the "Closing" or otherwise referred to herein as
the "Closing Date"). At the Closing, all steps shall have been
taken and documents and instruments shall be delivered, in form
reasonably acceptable to counsel which are necessary or appropriate
to consummate the transactions provided for herein.
16. CONDITIONS TO CLOSING.
----------------------
(a) Seller shall, in addition to other documents as may
be reasonably required by counsel to the parties hereunder, deliver
to Purchaser at the Closing the following:
(i) a certificate of an officer of Seller
certifying that all representations and warranties of Seller in
this Agreement are true and correct as of the Closing as though
such representations and warranties were made as of such date.
(ii) a ▇▇▇▇ of Sale transferring all of the Assets,
and assignments of all intellectual property and proprietary
interests.
(iii) the Non-Competition Agreement.
(iv) the Consulting Agreement.
(v) the Royalty Agreement.
(vi) officers certificate certified by the President
of Seller as to: true and correct copies of (A) all corporate
action of the Seller authorizing and approving this Agreement and
the performance of the transactions contemplated hereby; (B)
certificate of incorporation and by-laws and all amendments
thereto; (C) signatures of duly elected and acting officers
authorized to execute documents hereunder.
(vii) Seller shall have performed and complied
with all agreements and conditions required by this Agreement to be
performed or complied with by Seller on or prior to or at the
Closing.
(viii) Opinion of counsel of Seller in form and
substance acceptable to Purchaser's counsel.
(b) Purchaser shall, in addition to other documents as
may be reasonably required by counsel to the parties hereunder,
deliver to Seller at the Closing the following:
(i) a certificate of an officer of each of
Purchaser and TASA certifying that all representations and
warranties of Purchaser and TASA in this Agreement are true and
correct as of the Closing as though such representations and
warranties were made as of such date.
(ii) Note.
(iii) Security Agreement and Financing Statements.
(iv) Royalty Agreement.
(v) Non-competition Agreement.
(vi) Consulting Agreement.
(vii) Guaranty.
(viii) officers certificate of each of TASA and
Purchaser certified by an officer of each as to: true and correct
copies of (A) all corporate action of Purchaser and TASA
authorizing and approving this Agreement and the performance of the
transactions contemplated hereby; (B) certificate of incorporation
and by-laws and all amendments thereto; (C) signatures of duly
elected and acting officers authorized to execute documents
hereunder.
(ix) Each of Purchaser and TASA shall have performed
and complied with their respective agreements and conditions
required by this Agreement to be performed or complied with by them
on or prior to or at the Closing.
17. BROKER. Each of Purchaser, Seller and TASA represent
-------
each to the other that there was no broker who rendered services to
it in connection with this transaction and each agrees to hold the
other parties harmless from any and all claims arising by reason of
any such services.
18. INDEMNIFICATION.
----------------
(a) TASA and Purchaser, jointly as the "TASA Entities" and
Seller (both the TASA Entities and Seller being the "Indemnifying
Party") hereby agrees to indemnify, defend and hold harmless the
other (such party being the "Indemnified Party") from and against
any and all claims, damages, liabilities, losses and expenses
(including reasonable attorneys' fees) of any kind or nature
whatsoever incurred or sustained by the Indemnified Part(ies)
arising from or in connection with a breach by any Indemnifying
Party of any representation, warranty or covenant made by such
Indemnifying Party in this Agreement (including information
contained on any Schedule or Exhibit annexed hereto), or by reason
of any claim, action or proceeding asserted or instituted growing
out of any matter or thing covered by such representations,
warranties or covenants. This indemnity shall survive the Closing,
but shall expire simultaneously upon the later of satisfaction in
full of all of Purchaser's obligations under the (a) Note or (b)
the Royalty Agreement, and in no event shall the amount of the
indemnity of the TASA Entities, in the aggregate, or Seller,
exceed, in the aggregate, the Purchase Price plus the amount of any
and all royalty payments made or to be made under the Royalty
Agreement.
(b) In the event that at any time or from time to time,
any party shall determine that it is entitled to indemnification
under Paragraph 18 (a) hereof, the Indemnified Part(ies) shall give
written notice to the Indemnifying Part(ies) specifying the basis
on which indemnification is sought, the amount of the asserted
loss, damage or expense, as the case may be, and requesting
indemnification. In the event indemnification is required under
this Agreement, it is contemplated by the parties hereto that
payment shall be made to the Indemnified Party at or before the
time the Indemnified Party(ies) shall be required to make payment
with respect to the claim, unless there shall be a dispute as to
the Indemnified Party(ies)' entitlement to indemnification, in
which case adjustment will be made upon resolution of said dispute.
The TASA Entities shall be entitled to offset any payment or
liability for which it is to be indemnified by Seller against any
payments due by either TASA Entity to Seller or ▇▇. ▇▇▇▇▇▇▇ under
this Agreement or any document executed in connection herewith,
including, but not limited to the Note and Royalty Agreement. Upon
receipt of any request for indemnification, the Indemnifying
Part(ies) may object thereto by delivering written notice of such
objection to the Indemnified Party(ies) specifying in reasonable
detail the basis on which such objection is made. Such objection
shall be made within be made within twenty (20) days of notice from
the Indemnified Party requesting payment unless the Indemnifying
Party shall have earlier agreed to such liability.
19. FURTHER ASSURANCES. Each of the parties hereto agrees
-------------------
that each will, whenever and as often as it shall be reasonably
requested to do so by any other party hereto, execute, acknowledge
and deliver, or cause to be executed, acknowledged and delivered,
any and all further instruments as may be necessary or expedient in
order to consummate the transactions provided for in, or
contemplated by, this Agreement and do any and all further acts and
things as may be necessary or expedient in order to carry out the
purpose and intent of this Agreement and of the documents and
instruments delivered in connection therewith. This obligation
shall survive closing and shall remain in force and effect until
the obligations of the parties to each other have been fully
satisfied.
20. MISCELLANEOUS.
--------------
(a) Benefits. All of the terms and provisions of this
--------
Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns.
(b) Entire Agreement. This Agreement and the Exhibits
----------------
hereto contain the entire agreement among the parties with respect
to the transactions contemplated herein; and no party shall be
bound by nor shall be deemed to have made any representations,
warranties or covenants except those contained herein. This
Agreement cannot be modified, changed, discharged or terminated
except by an instrument in writing, signed by the party against
whom the enforcement or any modification, change, discharge or
termination is sought.
(c) Captions. The captions of the paragraphs and
--------
subparagraphs of this Agreement are for convenience and reference
only, and are not to be considered in construing this Agreement.
(d) Survival. All covenants, representations and
--------
warranties contained in this Agreement, and in the documents and
instruments executed and delivered in connection therewith, and any
certificates furnished under any provision of this Agreement, and
the indemnification provisions of Paragraphs 2 and 18 shall survive
the execution and delivery of this Agreement and the transactions
contemplated by this Agreement.
(e) Notices. Any notices, request, instrument or other
-------
document to be given hereunder shall be in writing and, except as
otherwise provided for herein, shall be delivered personally or
sent by certified mail, return receipt requested, as follows:
(i) If to Purchaser: Modern Learning Press, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Att: ▇▇▇▇▇▇ ▇▇▇▇▇, President
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(ii) If to TASA: Touchstone Applied Science
Associates, Inc.
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Att: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with copy to ▇▇▇▇▇▇▇ Crush, Esq., Rider, Weiner, ▇▇▇▇▇▇▇ &
Calhelha, P.C., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ and
(iii) If to Seller: Programs for Education, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Att: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with copy to ▇▇▇▇▇▇ ▇▇▇▇▇, Esq., Pluese, Lihotz, ▇▇▇▇▇▇▇▇▇▇ &
Leone, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Fax:
(▇▇▇) ▇▇▇-▇▇▇▇, or to such other address or addresses as any party
may hereafter designate in writing to the other. Such notices may
be sent by facsimile, U.S. mail, overnight courier or hand
delivery. If sent by facsimile, such notice shall be deemed
delivered when sent with evidence of effective transmission; if
mailed, three (3) business days after deposit in the United States
mail, properly addressed with postage affixed and sent certified
mail, return receipt requested; if by overnight courier, upon
delivery with evidence of same; or personally, upon by handing a
copy of same to the person to be so notified.
(f) Severability. In case any one or more of the
------------
provisions or parts of a provision contained in this Agreement
shall for any reason be held to be invalid, illegal or
unenforceable in any respect in any jurisdiction, such invalidity,
illegality or unenforceability shall not effect any other provision
or part of a provision of this Agreement.
(g) Governing Law. This Agreement shall be governed by
-------------
and construed in accordance with the laws of the State of New
Jersey.
(h) Expenses. Each of the parties shall pay its
--------
respective legal, accounting and other fees in connection with this
Agreement, except as otherwise required pursuant to the Letter of
Intent.
(i) Assignment. This Agreement may not be assigned by
----------
any party hereto without the consent of the other parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of the day and year first above written.
MODERN LEARNING PRESS, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇▇▇▇▇, President
PROGRAMS FOR EDUCATION, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
SCHEDULE 5.1
TO
ASSET PURCHASE AGREEMENT
LIST OF TITLES SOLD
All author/publisher contracts and other contracts and
agreements, all as listed below, and any and all right, title and
interest of Modern Learning Press, Inc. therein, including, but
not limited to all intellectual property rights and goodwill
(such collateral being collectively known as the "Intellectual
Property"), which Intellectual Property was acquired by Modern
Learning Press, Inc. from Programs for Education, Inc. in
connection with that certain Asset Purchase Agreement dated the
30th of May, 1997 by and between the parties:
▇▇▇▇▇, ▇▇▇▇▇ Art Prints and Their Use Letter Agreement, 4/29/91
With Whole Language (1)
▇▇▇▇, ▇▇▇▇▇▇ Raising Good Kids (2) Letter Agreement, 7/18/90
Why Am I So Noisy? Letter Agreement, 3/15/90
Why Is She So Shy?
Why Am I So Difficult? Letter Agreement, 4/28/86
Is Your Child In the Wrong Letter Agreement, 6/27/79
Grade?
What Am I Doing In This Grade? Letter Agreement, 4/30/85
Stop School Failure Letter Agreement, 8/8/79
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ Parents In A Pressure Cooker Agreement, 10/14/88
▇▇▇▇▇▇, ▇▇▇▇▇ See The Painting Letter Agreement, 10/7/87
▇▇▇▇▇, ▇▇▇ Why Whole Language Contract, 7/26/90
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. Managing Difficult Behavior Letter Agreement, 7/18/91
in Children (3)
Loss of Innocence Letter Agreement, 2/7/95
Developmental Parenting Letter Agreement, 9/29/88
What's Best for Kids Letter Agreement, 3/28/88
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Be Your Own Reading Letter Agreement, 9/25/95
Specialist
▇▇▇▇▇▇, ▇▇▇▇▇ Parenting Your Teenager in Letter Agreement, 9/30/92
the 1990's (4)
Reinventing Childhood Letter Agreement, 11/13/95
Grandparenting Letter Agreement, 12/20/90
▇▇▇▇▇▇ Institute ▇▇▇▇▇▇ Preschool Test Agreement, 2/25/80
Materials
School Readiness Test (5) Letter, 7/7/67
School Readiness Video (6) Agreement, 3/24/83
▇▇▇▇▇, ▇▇▇▇▇ Every Parent's Owner's Contract, 9/9/86
Manual - 3, 4, 5, 6,
7 year old
Parents Pages Letter Contract, 5/18/87
Parent/Teacher Observations Contract, 4/26/89
of Young Children
Developmental Education in Contract, 6/1/91
the 1990's
Childhood Should Be a Contract, 4/24/89
Precious Time
Childhood Should Be a Letter Agreement, 10/26/87
(Pressure) Precious Time
Poster
Worth Repeating Video (5) Agreement, 7/14/87
Retention & Its Prevention Letter Agreement, 4/23/96
I Hate School Letter Agreement, 9/20/93
Do You Know Where Your Agreement, 5/9/85
Child Is? (Video)
School Readiness and Worth
Repeating
The Readiness ▇▇▇▇ of Letter Agreement, 5/6/86
Rights Poster
▇▇▇▇▇▇▇, ▇▇▇▇▇ Reaching and Teaching Kids Letter Contract, 7/1/94
Today
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. Implementing a Developmental Letter Agreement, 9/29/88
Program Audiotape
▇▇▇▇▇▇▇, ▇▇▇▇ A Parent's Guide to Letter Contract, 5/31/91
Kindergarten
Kindergarten Student Letter Agreement, 9/1/94
Observation and Assessment
(Forms & Booklet)
Lamb & ▇▇▇▇▇▇▇ Kindergarten: an Intuitive Letter Contract, 6/12/90
Approach
Positively Garten (6)
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Let's Look at Art Together Letter Contract, 8/15/90
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Preschoolers at Work Letter Agreement, 6/8/88
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Managing your Child Letter Agreement, 6/3/91
Centered Classroom (7, 8)
Words I Use When I Write Letter Agreement, 5/31/89
Help At Home Guide - Words Addendum, 10/31/90
I Use
Palabras Que Yo Uso Cuando Letter Agreement, 6/27/94
Escribo
Gua Para Los Padres - Help
at Home Guide-
More Words I Use When I Addendum, 6/13/90
Write
Help At Home Guide - More Addendum, 10/31/90
Words I Use
My Word Book Addendum, 6/18/93
Help At Home Guide - My Addendum, 6/16/93
Word Book
My Word Book - Teacher Guide
Mi Libro de Palabras Letter Agreement, 7/15/96
Guia Para Los Padres - Help
at Home Guide - Mi Libro de
Palabras
Word Power! Letter Agreement, 8/1/94
Word Power! - Teacher Guide
My Word Works Letter Contract, 9/4/96
Help at Home Guide - My Letter Contract, 9/4/96
Word Works
My Word Works - Teacher Guide Letter Contract, 9/4/96
More Word Works Letter Contract, 9/4/96
Help at Home Guide - More Letter Contract, 9/4/96
Word Works
More Word Works - Teacher Guide Letter Contract, 9/4/96
▇▇▇▇▇▇, ▇▇▇▇▇ Real Facts from Real Schools Letter Contract, 10/4/90
▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Common Ground (8) Letter Contract, 6/21/95
Emotion: The On/Off Switch Letter Contract, 5/24/96
About Dyslexia (8) Letter Contract, 7/14/89
Learning Styles (8, 9) Letter Contract, 3/22/92
Gifted, Precocious or Just Letter Contract, 5/30/86
Plain Smart 8
Words Fail Me Letter Contract, 6/14/91
1. See also, Agreement, 3/22/93, with Newbridge Communications, Inc.
--------
2. See also Contract, 6/11/92, with Dell Publishing
--------
3. See also Contract, 6/3/92, with Discovery International
--------
4. See also Contract, 10/14/93, with Ballantine Books
--------
5. See also Contract, 12/23/92, with Discovery International
--------
6. See also Agreement, 1/8/93, with Newbridge Communications, Inc.
--------
7. See also Contract, 8/26/92, with Newbridge Communications, Inc.
--------
8. See also Contract, 2/4/93, with Hawker ▇▇▇▇▇▇▇▇ Education Pty., Ltd.
--------
9. See also Agreement, 1/13/93, with Newbridge Communications, Inc.
--------
Ballantine Books Softcover publication, Contract, 10/14/93
Parenting your Teenager in
--------------------------
the 1990's (▇▇▇▇▇▇)
----------
Dell Publishing Subsidiary Publication, Agreement, 6/11/92
Raising Good Kids (▇▇▇▇)
-----------------
Discovery Foreign Licensing, Managing Agreement, 6/3/92
--------
International Difficult Children video
------------------
(▇▇▇▇▇▇▇)
Foreign Licensing, School Agreement, 12/23/92
------
Readiness (▇▇▇▇▇▇
---------
Institute), Worth
-----
Repeating (Grant)
---------
▇▇▇▇▇▇▇▇▇ & Canadian Distribution, all Letter Agreement, 1/1/92
Whiteside titles not already subject
to distribution agreement
Hawker ▇▇▇▇▇▇▇▇ Foreign Licensing, Common Agreement, 2/4/93
------
Education, Ground, Learning Styles,
------ ---------------
Pty, Ltd. Gifted..., About Dyslexia
------ --------------
(Vail); Managing Your...
----------------
Classroom (▇▇▇▇▇▇▇ &
---------
▇▇▇▇▇▇▇)
Newbridge Softcover Publication, Agreement, 8/26/92
Communications, Managing Your...
----------------
Inc. Classroom (▇▇▇▇▇▇▇ &
---------
Cordiel)
Softcover Publication, Agreement, 1/13/93
Learning Styles (Vail)
---------------
Softcover Publication, Art Agreement, 3/22/93
---
Prints... With Whole
--------------------
Language (▇▇▇▇▇)
--------
Softcover Publication, Agreement, 1/8/93
Positively Kindergarten
-----------------------
(Lamb & ▇▇▇▇▇▇▇)
▇▇▇▇▇, ▇▇▇ Consulting Services Letter Agreement, 6/12/91
▇▇▇▇, ▇▇▇▇ Consulting Services Letter Agreement, 3/23/96
Seisedos, ▇▇▇▇▇▇ Consulting Services Letter Contract, 7/5/96
SCHEDULE 8.1
TO
ASSET PURCHASE AGREEMENT
LIST OF MATERIAL CONTRACTS, AGREEMENTS, LICENSES & LEASES
Cane, ___________ Oral Lease, month-to-month,
with respect to the Seller's
place of business located
at ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ #▇,
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ Art Prints and Their Use Letter Agreement, 4/29/91
With Whole Language (1)
▇▇▇▇, ▇▇▇▇▇▇ Raising Good Kids (2) Letter Agreement, 7/18/90
Why Am I So Noisy? Why Is Letter Agreement, 3/15/90
She So Shy?
Why Am I So Difficult? Letter Agreement, 4/28/86
Is Your Child In the Wrong Letter Agreement, 6/27/79
Grade?
What Am I Doing In This Letter Agreement, 4/30/85
Grade?
Stop School Failure Letter Agreement, 8/8/79
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ Parents In A Pressure Agreement, 10/14/88
Cooker
▇▇▇▇▇▇, ▇▇▇▇▇ See The Painting Letter Agreement, 10/7/87
▇▇▇▇▇, ▇▇▇ Why Whole Language Contract, 7/26/90
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. Managing Difficult Behavior Letter Agreement, 7/18/91
in Children (3)
Loss of Innocence Letter Agreement, 2/7/95
Developmental Parenting Letter Agreement, 9/29/88
What's Best for Kids Letter Agreement, 3/28/88
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Be Your Own Reading Specialist Letter Agreement, 9/25/95
▇▇▇▇▇▇, ▇▇▇▇▇ Parenting Your Teenager in Letter Agreement, 4/30/92
the 1990's (4)
Reinventing Childhood Letter Agreement, 11/13/95
Grandparenting Letter Agreement, 12/20/90
▇▇▇▇▇▇ Institute ▇▇▇▇▇▇ Preschool Test Agreement, 2/25/80
Materials
School Readiness Test (5) Letter, 7/7/67
School Readiness Video (5) Agreement, 3/24/83
▇▇▇▇▇, ▇▇▇▇▇ Every Parent's Owner's Contract, 9/9/86
Manual - 3, 4, 5, 6,
7 year old
Parents Pages Letter Contract, 5/18/87
Parent/Teacher Observations Contract, 4/26/89
of Young Children
Developmental Education in Contract, 6/1/91
the 1990's
Childhood Should Be a Contract, 4/24/89
Precious Time
Childhood Should Be a Letter Agreement, 10/26/87
(Pressure) Precious Time
Poster
Worth Repeating Video (5) Agreement, 7/14/87
Retention & Its Prevention Letter Agreement, 4/23/96
I Hate School Letter Agreement, 9/20/93
Do You Know Where Your Agreement, 5/9/85
Child Is? (Video)
School Readiness and Worth
Repeating
The Readiness ▇▇▇▇ of Letter Agreement, 9/29/88
Rights Poster
▇▇▇▇▇▇▇, ▇▇▇▇▇ Reaching and Teaching Kids Letter Contract, 7/1/94
Today
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. Implementing a Developmental Letter Agreement, 9/29/88
Program Audiotape
▇▇▇▇▇▇▇, ▇▇▇▇ A Parent's Guide to Kindergarten Letter Contract, 5/31/91
Kindergarten Student Letter Agreement, 9/1/94
Observation and
Assessment (Forms &
Booklet)
Lamb & ▇▇▇▇▇▇▇ Kindergarten: an Intuitive Letter Contract, 6/12/90
Approach
Positively Kindergarten (6)
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Let's Look at Art Together Letter Contract, 8/15/90
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Preschoolers at Work Letter Agreement, 6/8/88
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Managing your Child Letter Agreement, 6/3/91
Centered Classroom(7, 8)
Words I Use When I Write Letter Agreement, 5/31/89
Help At Home Guide - Words Addendum, 10/31/90
I Use
Palabras Que Yo Uso Cuando Letter Agreement, 6/27/94
Escribo
Guia Para Los Padres - Help
at Home Guide - Palabras
More Words I Use When I Write Addendum, 6/13/90
Help At Home Guide - More Addendum, 10/31/90
Words I Use
My Word Book Addendum, 6/18/93
Help At Home Guide - My
Word Book
Mi Libro de Palabras Letter Agreement, 7/15/96
Guia Para Los Padres - Help
at Home Guide - Mi Libro
de Palabras
Word Power! Letter Agreement, 8/1/94
Word Power! - Teacher Guide
My Word Works Letter Contract, 9/4/96
Help at Home Guide - My
Word Works Letter Contract, 9/4/96
My Word Works - Teacher Guide Letter Contract, 9/4/96
More Word Works Letter Contract, 9/4/96
Help at Home Guide - More
Word Works Letter Contract, 9/4/96
More Word Works - Teacher Guide Letter Contract, 9/4/96
▇▇▇▇▇▇, ▇▇▇▇▇ Real Facts from Real Schools Letter Contract, 10/4/90
▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Common Ground (8) Letter Contract, 6/21/95
Emotion: The On/Off Switch Letter Contract, 5/24/96
About Dyslexia (8) Letter Contract, 7/14/89
Learning Styles (8, 9) Letter Contract, 3/22/92
Gifted, Precocious or Just
Plain Smart (8) Letter Contract, 5/30/86
Words Fail Me Letter Contract, 6/14/91
1. See also, Agreement, 3/22/93, with Newbridge Communications, Inc.
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2. See also Contract, 6/11/92, with Dell Publishing
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3. See also Contract, 6/3/92, with Discovery International
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4. See also Contract, 10/14/93, with Ballantine Books
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5. See also Contract, 12/23/92, with Discovery International
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6. See also Agreement, 1/8/93, with Newbridge Communications, Inc.
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7. See also Contract, 8/26/92, with Newbridge Communications, Inc.
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8. See also Contract, 2/4/93, with Hawker ▇▇▇▇▇▇▇▇ Education Pty., Ltd.
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9. See also Agreement, 1/13/93, with Newbridge Communications, Inc.
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Ballantine Books Softcover publication, Contract, 10/14/93
Parenting your Teenager in
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the 1990's (▇▇▇▇▇▇)
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Dell Publishing Subsidiary Publication, Agreement, 6/11/92
Raising Good Kids (▇▇▇▇)
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Discovery Foreign Licensing, Managing Agreement, 6/3/92
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International Difficult Children video
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(▇▇▇▇▇▇▇)
Foreign Licensing, School Agreement, 12/23/92
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Readiness (▇▇▇▇▇▇ Institute),
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Worth Repeating (Grant)
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▇▇▇▇▇▇▇▇▇ & Canadian Distribution, all Letter Agreement, 1/1/92
Whiteside titles not already subject
to distribution agreement
Hawker ▇▇▇▇▇▇▇▇ Foreign LICENSING, Common Agreement, 2/4/93
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Education, Ground, Learning Styles,
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Pty, Ltd. Gifted..., About Dyslexia
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(Vail); Managing Your...
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Classroom (▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇)
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Newbridge Softcover Publication, Agreement, 8/26/92
Communications, Managing Your...
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Inc. Classroom (▇▇▇▇▇▇▇ & Cordiel)
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Softcover Publication, Agreement, 1/13/93
Learning Styles (Vail)
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Softcover Publication, Art Agreement, 3/22/93
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Prints... With Whole
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Language (▇▇▇▇▇)
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Softcover Publication, Agreement, 1/8/93
Positively Kindergarten
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(Lamb & ▇▇▇▇▇▇▇)
▇▇▇▇▇, ▇▇▇ Consulting Services Letter Agreement, 6/12/91
▇▇▇▇, ▇▇▇▇ Consulting Services Letter Agreement, 3/23/96
Seisedos, ▇▇▇▇▇▇ Consulting Services Letter Contract, 7/5/96
SCHEDULE 8.2
TO
ASSET PURCHASE AGREEMENT
EQUIPMENT OWNED BY PROGRAMS FOR EDUCATION, INC.
ITEM BRAND MODEL SERIAL #
---- ----- ----- --------
Fax Sharp UX-104 37105493
Computer Gateway 2000 486 DX2/66 1679088
Computer Gateway 2000 486 DX2/66 1479088
Monitor Princeton Graphics 15" Monitor TW00910207
Printer Hewlett-Packard LaserJet 4 USBC18425
Printer Hewlett-Packard LaserJet 3 3022A16157
Computer Zeos 486 DX2/66 10077447
Dot Matrix Printer Epson LQ-570+ 1F8E611893
Color Ink Jet Printer Epson P2 1S011161138
Copier Canon ▇▇-▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Hewlett-Packard ScanJet IIC 3265A42930
Monitor Mitsubishi DS20 20908550
Tape Backup Drive ▇▇▇▇▇ Accutrack 120 M00011257
UPS APC UPS-450 B94063021901
UPS APC UPS-400 B94052797684
Zip Drive Iomega Zip 100 RABG2861JX
Typewriter Sharp PA3110 II 98294052K
Adding Machine Texas Instruments 5045SV 129988T-0196D
Answering Machine AT&T 1332 951064
Telephones AT&T Spirit System n/a
20" Monitor Nanao Flexscan 750i n/a
VCR Sharp DA-2 Head n/a
Computer Gateway 2000 486 DX2/50 n/a
Scanner Hewlett-Packard ScanJet Plus 2812J66088
Printer Hewlett-Packard LaserJet 4 JFBGD50895
UPS APC UPS 89404200470
CD-ROM NEC MultiSpin 3804277GC
Tape Backup Drive ▇▇▇▇▇ Accutrack 120 M00010789
Fax Canon Faxphone 16 UMA27521
Computer Gateway ▇▇▇▇ ▇▇▇ ▇6364
Fax Sharp UX103 27140764
Printer Hewlett-Packard LaserJet II n/a
Computer IBM XT 13718615150
Computer IBM PC 5160-212722
Printer Sanyo FR5500 15006083
Typewriter Sharp PA3110 II n/a
Computer Eagle n/a n/a
LIST OF EXHIBITS
EXHIBITS HAVE BEEN INTENTIONALLY OMITTED
SEE CLOSING LIST FOR EXECUTED VERSIONS OF THE DOCUMENTS
LISTED BELOW AS EXHIBITS
A Note
B Security Agreement
C Stock Pledge Agreement
D Guaranty
E Non-competition Agreements
F Consulting Agreement
G Royalty Agreement