ASSET PURCHASE AGREEMENT

Exhibit 99.4

EXECUTION COPY

         ASSET PURCHASE AGREEMENT , dated as of March 31, 2005 (this " Agreement "), between (i) PRIMEDIA Inc., a Delaware corporation (" PRM "), and its wholly-owned subsidiary PRIMEDIA Workplace Learning LP, a Delaware limited partnership (" PWPL "; collectively with PRM, " Sellers " and each, individually, a " Seller "), on the one hand, and (ii) Bank Administration Institute, an Illinois corporation (" Purchaser "), on the other hand.

         WHEREAS , the Financial Services Group division of PWPL is in the business of producing, selling, licensing for use and distributing video, DVD, CD-ROM and on-line versions of employer-provisioned compliance training courses for employees of FDIC-insured banks and credit unions (the " Courses "); and

         WHEREAS , upon the terms and subject to the conditions set forth herein, Purchaser desires to purchase certain of the assets and assume certain of the liabilities related to the business operated by the Financial Services Group division of PWPL (the " Business "), and Sellers desire to sell such assets and have Purchaser assume such liabilities.

         NOW, THEREFORE, in consideration of the mutual covenants and the respective representations and warranties contained herein, the parties hereby agree as follows:

ARTICLE I. PURCHASE AND SALE OF THE ASSETS.

         1.01      Assets Being Sold.     Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as defined in Section 3.01), Sellers shall sell, convey, assign and transfer to Purchaser, and Purchaser shall purchase and acquire from Sellers, all of Sellers' right, title and interest in and to all of the following assets of Sellers that are held or used in connection with the Business, other than the Excluded Assets (as defined in Section 1.02) (such assets collectively referred to herein as the " Assets "):

        (a)   the Courses and all tangible embodiments thereof, including, without limitation, the inventory of video tapes, DVDs and CD-ROMs containing same and all related manuals and training materials;

        (b)   all lists, databases, documents and records of Sellers relating to past, present and prospective customers of the Business (whether owned, leased or licensed by Sellers, and whether in paper or electronic form);

        (c)   all promotional materials used in connection with the marketing, advertising and sale of the Courses, including any and all telemarketing scripts used in the Business;

        (d)   all imprints, titles, names, trade names, trademarks, service marks, logos and slogans (and any registrations, filings, certificates therefor and related applications) owned or used by Sellers primarily in connection with the Business, including without limitation the Marks (as defined in Section 4.09), together with (i) all national, foreign and state registrations, applications for registration and renewals and extensions thereof; (ii) all common law rights related thereto; (iii) all goodwill associated therewith; and (iv) all benefits, privileges, causes of action and remedies relating to any of the foregoing accrued (including, without limitation, the exclusive rights to apply for and maintain all such registrations, renewals and/or extensions, to sue for all present or future infringements or other violations of any rights in the Marks and to settle and retain proceeds from any such actions), but excluding in all cases the PRIMEDIA name and any variations thereof and derivations therefrom;

        (e)   all Copyrights (as defined in Section 4.09) and all registrations and applications therefor;

        (f)    all files, business and accounting records of Sellers, including data stored electronically, to the extent relating primarily to the Business (" Business Records "), and, to the extent requested by Purchaser, copies of all Ancillary Business Records (as defined in Section 1.02(d));

        (g)   all accounts receivable due Sellers in connection with the Business and all prepaid expenses relating solely to the Business;

        (h)   all furniture, fixtures, equipment, tangible property and other fixed assets used in the Business and located at the Business' leased premises at 12250 Weber Hill Road, Sunset Hills, Missouri (the " Transferred Equipment ");

        (i)    subject to Section 6.02, all of Sellers' rights under the Contracts (as defined in Section 1.03);

        (j)    all of Sellers' right, title and interest in and to the Domain Names (as defined in Section 4.09) and all registrations therefor and the content of any websites using such Domain Names;

        (k)   all other intellectual property, including trade secrets and logos, associated primarily with the Business;

        (l)    all of Sellers' right, title and interest in and to the following toll-free telephone numbers: 800-264-7600; 800-322-7786; 866-688-1893; 866-688-1895; 866-688-1897; 877-381-7428; and 800-844-3637;

        (m)  the LMS License (as defined in Section 6.10);

        (n)   all of the goodwill and going concern value of the Business; and

        (o)   except as provided in Section 1.02, any and all other assets, real or personal, tangible or intangible, that are not listed above and are used primarily in the Business.

         1.02      Excluded Assets.     Purchaser acknowledges and agrees that the "Assets" shall not include, and Sellers shall retain all right, title and interest in and to, any and all of the following (collectively, the " Excluded Assets "):

        (a)   Sellers' corporate books and records of internal corporate proceedings, tax records, and related work papers;

        (b)   all rights and interests in and to the PRIMEDIA name and any variations thereof and derivations therefrom;

        (c)   all cash and cash equivalents held by or on behalf of Sellers and all of Sellers' bank accounts;

        (d)   all files, accounting records and internal reports and other books and records concerning the business activities of Sellers that are not related primarily to the Business, exclusive of the books, records and work papers referenced in Section 1.02(a); provided , however , that, at Purchaser's request, Sellers shall provide copies of such files, accounting records and internal reports, tax records, work papers and other books and records to Purchaser to the extent they are materially related to the Business (" Ancillary Business Records ");

        (e)   all software, software systems, databases and database systems, whether owned, leased or licensed by Sellers, except to the extent the same is included as part of the Assets under Sections 1.01(b), (f), (j) or (m);

        (f)    all hardware and equipment, whether owned, leased or licensed by Sellers, other than the Transferred Equipment;

        (g)   all insurance policies maintained by Sellers;

        (h)   any and all prepaid Taxes and Income Tax refunds of Sellers, except to the extent relating solely to the Business for any period from and after the Closing Date; provided that, for purposes of this Agreement, (i) " Taxes " shall mean all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, excise and withholding taxes, duties and assessments, with all interest, penalties and additions imposed with respect to such amounts, and (ii) " Income Taxes " shall mean all Taxes imposed on or measured by net income or gross profits or

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gross receipts (but excluding sales, use, value added and property Taxes), together with all interest, penalties and additions imposed with respect to such amounts;

        (i)    Plans (as defined in Section 4.11(a)) and Employee Benefit Programs (as defined in Section 4.11(a)); and

        (j)    any and all other assets of Sellers of whatever kind or nature not used primarily in the Business.

         1.03      Assumed Liabilities.     On the Closing Date, Purchaser agrees to assume and pay, perform, comply with and discharge or otherwise satisfy, as and when due, (i) Sellers' obligations under the written contracts, agreements, commitments, licenses, instruments, guaranties, bids and proposals relating primarily to the Business to which either Seller is a party with any customers, or, in the case of bids or proposals, any prospective customers, or with any suppliers, vendors, software licensors or other providers of goods or services ("Contracts") that accrue or are to be performed after the Closing Date (including Contracts for which a Seller has recognized deferred revenue), (ii) all expenses and obligations in connection with the Business Employees (as defined in Section 6.03) to the extent set forth in Section 6.03, (iii) the liabilities reflected on the Closing Date Statement (as defined in Section 2.02(c)) and (iv) all other obligations and liabilities, regardless of the nature or amount, arising out of or relating to the conduct of the Business, or the use of any of the Assets, from and after the Closing Date (all of the foregoing in this Section 1.03, the " Assumed Liabilities ").

         1.04      Excluded Liabilities.     Purchaser is not assuming (a) subject to Section 1.03(iv), any liabilities in respect of any Taxes, (b) any liability of either Seller for legal, accounting or broker's fees incurred in connection with the negotiation of this Agreement or the consummation of the transactions contemplated hereby, (c) any liability owing by either Seller to any shareholder or former shareholder of such Seller or any affiliate of such Seller, (d) any obligations in respect of either Seller's bank accounts, (e) the obligations under any employment, change of control, stay or retention agreement or arrangement entered into by either Seller with any Business Employee or, except as reflected on the Closing Date Statement, any deferred compensation arrangement entered into by either Seller with any Business Employee, (f) liabilities resulting from any Plan or Employee Benefit Program, or (g) any claims, liabilities or obligations relating to the Excluded Assets. Other than as specifically set forth in Section 1.03 or elsewhere in this Agreement, Purchaser assumes no obligation whatsoever of either Seller, including without limitation Sellers' non-trade obligations, indebtedness for borrowed money or notes payable, claims under lawsuits, taxes owed any governmental entity, tort liabilities, liabilities for workers compensation or employee health costs (whether in respect of any self-insured plan or otherwise), premiums under health or other insurance policies, or obligations to employees for wages or benefits (except for obligations pursuant to COBRA), payments required to be made in respect of any federal, state and local payroll taxes including FICA, FUTA, SUTA and SUI and income tax withholdings and sales and use taxes, all in respect of any business activities conducted by Sellers prior to the Closing Date. Liabilities of Sellers other than Assumed Liabilities are herein referred to as the " Excluded Liabilities."

ARTICLE II. PURCHASE PRICE AND PAYMENT.

         2.01      Purchase Price.     (a) In consideration of the sale, transfer, conveyance and assignment of the Assets by Sellers to Purchaser, Purchaser agrees on the Closing Date, to assume the Assumed Liabilities in accordance with Section 1.03 and to pay to Sellers a cash purchase price equal to $21,306,000 (the " Purchase Price "), by wire transfer of immediately available clearing house funds to the account or accounts specified in writing by Sellers. Purchaser also agrees to pay the additional amount, if any, required to be paid by it to Sellers pursuant to Section 2.02(f), or shall be entitled to receive the amount, if any, required to be paid by Sellers to it pursuant to Section 2.02(f).

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         2.02      Working Capital Adjustment.     

        (a)    Definitions .    For the purposes of this Agreement, the following terms shall have the following respective meanings:

•         (i)    " Closing Date Statement " shall mean the final statement of Closing Date Assets and Closing Date Liabilities.

          (ii)   " Closing Date Assets " shall mean the net amount of those assets of the Business on the Closing Date under the captions "Net Accounts Receivable-Trade," "Other Receivables" and "Prepaid Expenses," as determined in a manner consistent with (1) the Statement of Assets and Liabilities (as defined in Section 4.08 below), except that (A) all intercompany amounts shall be excluded, (B) no amounts shall be included in respect of prepaid insurance and (C) the amount reflected for each of the following captions shall be zero: "Other Receivables" and "Prepaid Expenses," and (2) the Preliminary Closing Date Statement (as defined in Section 2.02(c) below).

          (iii)  " Closing Date Liabilities " shall mean the aggregate amount of those liabilities of the Business on the Closing Date under the captions "Accounts Payable," "Accrued Payroll and Related," "Accrued Royalties," "Accrued Taxes," "State Tax Payable," "Deferred Revenue" and "Other Current Liabilities," as determined in a manner consistent with (1) the Statement of Assets and Liabilities, in each case to the extent incurred solely by the Business, except that (A) all intercompany amounts shall be excluded, (B) no amounts shall be included in respect of Excluded Liabilities and (C) the amount reflected for each of the following captions shall be zero: "Accounts Payable," "Accrued Royalties," "Accrued Taxes," "State Tax Payable," and "Other Current Liabilities," and (2) the Preliminary Closing Date Statement.

          (iv)  " Working Capital Amount " shall mean the Closing Date Assets less the Closing Date Liabilities. The Working Capital Amount can be represented by a positive or negative number.

          (v)   " Target Working Capital Amount " shall mean $(694,000) ( i.e. , negative $694,000), determined as set forth in Schedule 2.02(a)(v) attached hereto.

          (vi)  " Deficiency " shall mean the amount, if any, by which the Working Capital Amount is less than the Target Working Capital Amount, as set forth on the Closing Date Statement as modified as a result of the resolution of any Disputed Items (as defined in Section 2.02(c) below); provided, however, that if a Deficiency calculated hereunder exceeds $441,000, such Deficiency instead shall be deemed to equal $441,000 for all purposes of this Agreement.

          (vii) " Excess " shall mean the amount, if any, by which the Working Capital Amount exceeds the Target Working Capital Amount, as set forth on the Closing Date Statement as modified as a result of the resolution of any Disputed Items; provided , however , that if an Excess calculated hereunder exceeds $441,000, such Excess instead shall be deemed to equal $441,000 for all purposes of this Agreement.

        (b)    Effect of Deficiency/Excess .    The Purchase Price shall be reduced dollar-for-dollar by the amount of the Deficiency (not to exceed $441,000), if any, or increased dollar-for-dollar by the amount of the Excess (not to exceed $441,000), if any, with payment in respect of any such adjustment of the Purchase Price to be made by the applicable party in accordance with Sections 2.02(e) and (f) below.

        (c)    Delivery of Closing Date Balance Sheet :

•         (i)    At Closing, Sellers shall deliver to Purchaser a preliminary Closing Date Statement setting forth the Closing Date Assets and Closing Date Liabilities, estimated based upon the then-available historical financial data (the " Preliminary Closing Date Statement ").

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•         (ii)   No later than 120 days after the Closing Date, Sellers shall deliver to Purchaser the Closing Date Statement setting forth the Closing Date Assets and Closing Date Liabilities.

          (iii)  Purchaser shall have 45 days from its receipt of such statement to notify Sellers in writing of any objections to any item or items on the Closing Date Statement (an " Objection Notice "). Any Objection Notice shall specify the item or items in dispute (a " Disputed Item " or " Disputed Items "). Any Disputed Item shall be resolved in the manner set forth in Section 2.02(d) below.

          (iv)  If (A) Purchaser does not deliver an Objection Notice within 45 days of its receipt of the Closing Date Statement, (B) Purchaser acknowledges in writing that the Closing Date Statement is accurate or (C) Purchaser and Sellers resolve all Disputed Items in accordance with Section 2.02(d) below, then the Closing Date Statement shall be final, binding and conclusive on all parties.

        (d)     Arbitration.     If Purchaser and Sellers shall be unable to resolve any Disputed Items within 30 days after delivery of an Objection Notice from Purchaser to Sellers, then Sellers' independent accounting representative, Deloitte & Touche LLP (" D&T "), and RSM McGladrey, Inc., Purchaser's independent accounting representative (" RSM "), shall endeavor in good faith to resolve any Disputed Item(s). Either party may change its representative to any "big four" accounting firm other than D&T at any time prior to the 30th day after an Objection Notice has been delivered, by notice in writing to the other party, in which event the applicable references in this Agreement shall be to such substitute representative. In the event that D&T and RSM are unable to resolve the Disputed Item(s) within 30 days, D&T and RSM together shall, within 10 business days thereafter, appoint a representative from a "big four" accounting firm (other than D&T or RSM) to arbitrate the dispute (the " Arbitrator "). Sellers and Purchaser shall, within the next 20 days thereafter, present their positions with respect to the Disputed Item(s) to the Arbitrator, together with such other materials as the Arbitrator deems appropriate. The Arbitrator shall, after the submission of the evidentiary materials, submit its written decision on each Disputed Item to Sellers and Purchaser. Any determination by the Arbitrator with respect to any Disputed Item shall be final, binding and conclusive on each party to this Agreement. Except as specifically set forth to the contrary in this Section 2.02(d) or specifically agreed to by the parties in writing, the Arbitrator shall comply with, and the arbitration shall be conducted in Chicago, Illinois in accordance with, the commercial arbitration rules of the American Arbitration Association (" AAA ") as in effect for commercial arbitrations conducted in Chicago by the AAA. Sellers and Purchaser agree that the cost of the Arbitrator shall be borne one-half by Sellers and one-half by Purchaser.

        (e)     Resolution of Deficiency/Excess.     If it is finally determined pursuant to the provisions of this Section 2.02 that there is a Deficiency, then within 10 days after all Disputed Items with respect thereto have been resolved, Sellers shall pay to Purchaser the amount of the Deficiency (not to exceed $441,000). If it is finally determined pursuant to the provisions of this Section 2.02 that there is an Excess, then within 10 days after all Disputed Items with respect thereto have been resolved, Purchaser shall pay to Sellers the amount of the Excess (not to exceed $441,000).

        (f)     Payment of Deficiency or Excess.     Any payment of a Deficiency or an Excess (in either case, not to exceed $441,000) shall be made by wire transfer of immediately available funds to the account or accounts designated by Purchaser or Sellers, as the case may be, within 10 days after the final determination thereof and shall be accompanied by a payment of simple interest thereon calculated at the annual rate of 4% (assuming a 360 day year) from the Closing Date to the actual date of payment.

         2.03     Allocation of Purchase Price.     The parties to this Agreement agree to comply with the allocation rules under Section 1060 of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the " Code "). The parties recognize that the Purchase Price does not include Purchaser's acquisition expenses or Sellers' disposition expenses and that Purchaser and Sellers shall allocate such expenses appropriately. Sellers and Purchaser shall use good-faith efforts

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to establish the fair market values of the Assets and allocation of the Purchase Price by mutual agreement of the parties as soon as possible after the date hereof. It is the intention of the parties that such allocation will be arrived at by arm's-length negotiation and in the judgment of the parties properly reflects the fair market value of the Assets transferred pursuant to this Agreement and consistent with the Code. Purchaser and Sellers agree to file their respective federal Income Tax returns and other Tax returns (including any forms or reports required to be filed pursuant to Section 1060 of the Code, the regulations promulgated thereunder or any provisions of state, local and foreign law (" 1060 Forms ")) reflecting such allocation in accordance with the mutual determination of the parties made in accordance with the foregoing, and to take no position contrary thereto unless required to do so pursuant to a "determination" as defined in Section 1313(a) of the Code. The parties further agree to cooperate in the preparation of any 1060 Forms and to file such 1060 Forms in the manner required by applicable law.

ARTICLE III.    CLOSING.

         3.01     Date of Closing.     The closing of the transactions contemplated by this Agreement (the " Closing ") shall take place simultaneously with the execution of this Agreement by the parties hereto. The date of the Closing for purposes of this Agreement (the " Closing Date "), including any calculations to be made as of the Closing Date hereunder, shall be 11:59 p.m., Chicago time, on the date of this Agreement. Execution of documents shall take place at the offices of Purchaser's counsel at One North Wacker Drive, Suite 4400, Chicago, Illinois 60606 (where Purchaser's representatives shall sign documents) and at the offices of PRM at 745 Fifth Avenue, New York, New York 10151 (where Sellers' representatives shall sign documents), with counsel for each party to confirm receipt of signed documents via facsimile (followed by courier delivery by such counsel to the other counsel promptly following the Closing Date) and authorize the wire of the Purchase Price as set forth in Section 2.01.

         3.02     Deliveries by Seller.     At the Closing, Sellers shall deliver to Purchaser (a) an executed trademark and domain name assignment, dated the Closing Date and substantially in the form of Exhibit A to this Agreement (the " Trademark Assignment "), (b) an executed Copyright Assignment, dated the Closing Date and substantially in the form of Exhibit B to this Agreement (the " Copyright Assignment "), (c) a Transition Services Agreement, dated the Closing Date and substantially in the form of Exhibit C to this Agreement (the " Transition Agreement "), (d) the Preliminary Closing Date Statement and (e) a copy of resolutions adopted by the Board of Directors of PWPL authorizing the execution, delivery and performance of this Agreement and the other agreements and instruments referred to in this Agreement that PWPL is executing and delivering, and a certificate of the secretary or assistant secretary of PWPL, dated the Closing Date, stating that such resolutions were duly adopted and are in full force and effect at such date.

         3.03     Deliveries by Purchaser.     At the Closing, Purchaser shall pay the Purchase Price to Seller in accordance with Section 2.01 and deliver to Sellers (a) an executed Transition Agreement and (b) a copy of resolutions adopted by the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the other agreements and instruments referred to in this Agreement that Purchaser is executing and delivering, and a certificate of the secretary or assistant secretary of Purchaser, dated the Closing Date, stating that such resolutions were duly adopted and are in full force and effect at such date.

ARTICLE IV.    REPRESENTATIONS AND WARRANTIES OF SELLER.

        Sellers represent and warrant to Purchaser that each of the statements contained in this Article IV is true and correct on and as of the Closing Date:

         4.01     Organization.     PRM is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the full corporate power and authority to enter into

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this Agreement and the other agreements and instruments referred to in this Agreement that Seller is executing and delivering (" Sellers' Additional Agreements ") and to carry out the transactions contemplated hereby and thereby. PWPL is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the full company power and authority to enter into this Agreement and Sellers' Additional Agreements and to carry out the transactions contemplated hereby and thereby.

         4.02     Authorization of Agreement.     The execution, delivery and performance by Sellers of this Agreement and Sellers' Additional Agreements, and the consummation by Sellers of the transactions contemplated hereby and thereby, have been duly authorized by all necessary company action of Sellers. This Agreement and Sellers' Additional Agreements have been duly executed and delivered by Sellers, and constitute legal, valid and binding obligations of Sellers, enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and by an implied covenant of good faith and fair dealing.

         4.03     No Conflicts.     Except as described in the first sentence of Section 6.02(a), neither the execution, delivery or performance of this Agreement or any of Sellers' Additional Agreements by Sellers, nor the consummation by Sellers of the transactions contemplated hereby or thereby, nor compliance by Sellers with the terms and provisions hereof or thereof, will (i) conflict with the Certificate of Incorporation or By-Laws of PRM or the limited partnership agreement of PWPL, (ii) conflict with, or result in the breach or termination of, or constitute a default (or with notice or lapse of time or both, constitute a default) under or result in the termination or suspension of, or accelerate the performance required by the terms, conditions or provisions of, any Assumed Contract; (iii) constitute a violation by either Seller of any law or statute or any judgment, ruling, order, writ, injunction, decree, rule or regulation of any court or governmental authority applicable to such Seller; or (iv) result in the creation of any material mortgage, pledge, security interest, claim, lien, charge or encumbrance of any kind (" Lien ") upon any of the Assets.

         4.04     No Consents.     No order, permission, consent, approval, license, authorization, registration, or validation of, or filing with, or notice to, or exemption by, any governmental authority, commission, board, or agency is required to authorize, or is required in connection with, the execution, delivery or performance by Sellers of this Agreement or any of Sellers' Additional Agreements.

         4.05     Compliance with Laws.     Sellers are in material compliance with all applicable statutes, laws, rules, regulations, orders and ordinances of any governmental authority, as the same apply to the Assets and the Business.

         4.06     Litigation.     On the date hereof, there are no actions, suits, inquiries, proceedings or investigations pending or, to Sellers' knowledge, threatened before any court or governmental or administrative body or agency, or any arbitrator or arbitration panel either (a) relating to the Assets or Business, or (b) against either Seller relating to the transactions contemplated by this Agreement or Sellers' Additional Agreements, nor, to Sellers' knowledge, is there any reasonable basis for any such action, suit, inquiry, proceeding or investigation to be initiated.

         4.07     No Brokers.     Neither Seller has incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees or commissions in connection with the transactions contemplated by this Agreement other than fees to be paid by Sellers.

         4.08     Financial Statements.     Attached hereto as Schedule 4.08-1 are: (a)  unaudited statements of income for the Business for the years ended December 31, 2003 and December 31, 2004 and the two-month period ended February 28, 2005 (collectively, the " Income Statements "); and (b) an unaudited statement of assets and liabilities of the Business as at December 31, 2004 and February 28,

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2005 (the " Statements of Assets and Liabilities "; together with the Income Statements, the " Financial Statements "). Except as set forth on Schedule 4.08-2 hereto, the Financial Statements have been prepared from books and records maintained by the Sellers, consistent with its past practices and in accordance with generally accepted accounting principles as in effect in the United States, consistently applied, and fairly present, in all material respects, the financial condition of the Business for the periods and as of the dates indicated and the results of operations for the periods then ended. Sellers acted in good faith in preparing the Preliminary Closing Date Statement pursuant to Section 2.02(c), in a manner consistent with the Financial Statements.

         4.09     Intellectual Property.      Schedule 4.09-1 attached hereto contains an accurate and complete description of (a) all United States federal trademark registrations and pending applications for all imprints, titles, names, trademarks, service marks, logos and slogans used primarily in connection with the Business (excluding those using the PRIMEnet name, the PRIMEDIA name and any variations thereof and derivations therefrom) (the " Marks ") and (b) all registered domain names used primarily in connection with the Business and all existing and pending applications therefor (the " Domain Names "). No person other than Sellers has any copyrights to any of the BTCC Courses (as defined in Section 4.14) or any of the content thereof or any Asset described in Sections 1.01(b) and (c) (the " Copyrights "), except for content drawn from other sources for which proper attribution has been made that will not restrict the use of the materials subject to such Copyrights in the manner that such materials have been used by the Sellers in the Business. None of the Marks, the Domain Names or the material which forms the subject of the Copyrights infringes on any trademarks, patents, copyrights or any other rights of any person or entity.

        None of the Marks has been abandoned by the Sellers and none of the Marks, Domain Names or Copyrights is subject to any outstanding order, decree, judgment, stipulation, injunction or written restriction or agreement restricting the scope of use thereof. There are no material infringing or diluting uses of the Marks. Sellers have not granted any material license (other than such licenses and permissions