ASSET PURCHASE AGREEMENT

1.1   Definitions.

“ Accounts Receivable ”—(a) all trade accounts receivable, including interest charges, and other rights to payment from customers of Seller (including Buyer) and the full benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of Seller, (b) all other accounts or notes receivable of Seller and the full benefit of all security for such accounts or notes and (c) any claim, remedy or other right related to any of the foregoing.

“ Affiliate ”—has the meaning set forth in Rule 12b-2 under the Exchange Act.

“ Agreement ”   —as defined in the first paragraph of this Agreement.

“ Annual Earnout Payment ”—as defined in Section 2.8(a).

“ Assets ”—as defined in Section 2.1.

“ Assignment and Assumption Agreement ”—as defined in Section 2.7(a)(ii).

“ Assumed Liabilities ”—as defined in Section 2.4.

“ Best Efforts ”—the efforts that a prudent Person acting diligently and desirous of achieving a result would use in similar circumstances to achieve that result as expeditiously as reasonably practicable.

“ Bill of Sale ” —as defined in Section 2.7(a)(i).

“ Breach ”—any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform or comply with, any covenant or obligation, in or of this Agreement or any other Contract, or any event which with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy or failure.

“ Business ”—as defined in the Recitals to this Agreement.

“ Business Day ”—any day other than (a) Saturday or Sunday or (b) any other day on which banks in Salt Lake City, Utah are permitted or required to be closed.

“ Buyer ”—as defined in the first paragraph of this Agreement.

“ Buyer Indemnified Persons ”—as defined in Section 7.2.

“ Closing ”—as defined in Section 2.6.

“ Closing Date ”—as defined in the first paragraph of this Agreement.

“ Closing Payment ”—as defined in Section 2.3(b).

“ Code ”—the U.S. Internal Revenue Code of 1986, as amended.

“ Consent ”—any approval, consent, ratification, waiver or other authorization.

“ Consulting Agreement ”—as defined in the Recitals to this Agreement.

“ Contemplated Transactions ”—all of the transactions contemplated by this Agreement, including the License Agreement, the Practice Leader Consulting Agreements, and the Speaking Agreements.

“ Contract ”—any agreement, contract, Lease, consensual obligation, promise or undertaking (whether written or oral and whether express or implied), whether or not legally binding.

“ CoveyLink ”—as defined in the first paragraph of this Agreement.

“ Damages ”—as defined in Section 7.2.

“ Down Payment ”—as defined in Section 2.3(a).

“ Employee Plans ”—every plan, fund, contract, program and arrangement (whether written or not) for the benefit of present or former employees, including those intended to provide (i) medical, surgical, health care, hospitalization, dental, vision, workers’ compensation, life insurance, death, disability, legal services, severance, sickness or accident benefits (whether or not defined in Section 3(1) of ERISA), (ii) pension, profit sharing, stock bonus, retirement, supplemental retirement or deferred compensation benefits (whether or not tax qualified and whether or not defined in Section 3(2) of ERISA) or (iii) salary continuation, unemployment, supplemental unemployment, severance, termination pay, change-in-control, vacation or holiday benefits (whether or not defined in Section 3(3) of ERISA), (w) that is maintained or contributed to by Seller, (x) that Seller has committed to implement, establish, adopt or contribute to in the future, (y) for which Seller is or may be financially liable as a result of the direct sponsor’s affiliation with Seller, an ERISA Affiliate, or Seller’s equityholders (whether or not such affiliation exists at the date of this Agreement and notwithstanding that the Employee Plan is not maintained by Seller for the benefit of its employees or former employees) or (z) for or with respect to which Seller is or may become liable under any common law successor doctrine, express successor liability provisions of law, provisions of a collective bargaining agreement, labor or employment law or agreement with a predecessor

employer.  Employee Plan does not include any arrangement that has been terminated and completely wound up prior to the date of this Agreement and for which Seller has no present or potential liability.

“ Encumbrance ”—any charge, claim, community or other marital property interest, condition, equitable interest, lien, option, pledge, security interest, mortgage, right of way, easement, encroachment, servitude, right of first option, right of first refusal or similar restriction, including any restriction on use, voting (in the case of any security or equity interest), transfer, receipt of income or exercise of any other attribute of ownership.

“ Environment ”—soil, land surface or subsurface strata, surface waters (including navigable waters and ocean waters), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life and any other environmental medium or natural resource.

“ Environmental, Health and Safety Liabilities ”—any cost, damages, expense, liability, obligation or other responsibility arising from or under any Environmental Law or Occupational Safety and Health Law, including those consisting of or relating to:

(a)           any environmental, health or safety matter or condition (including on-site or off-site contamination, occupational safety and health and regulation of any chemical substance or product);

(b)           any fine, penalty, judgment, award, settlement, legal or administrative proceeding, damages, loss, claim, demand or response, remedial or inspection cost or expense arising under any Environmental Law or Occupational Safety and Health Law;

(c)           financial responsibility under any Environmental Law or Occupational Safety and Health Law for cleanup costs or corrective action, including any cleanup, removal, containment or other remediation or response actions (“ Cleanup ”) required by any Environmental Law or Occupational Safety and Health Law (whether or not such Cleanup has been required or requested by any Governmental Body or any other Person) and for any natural resource damages; or

(d)           any other compliance, corrective or remedial measure required under any Environmental Law or Occupational Safety and Health Law.

The terms “removal,” “remedial” and “response action” include the types of activities covered by the United States Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA), as amended.

“ Environmental Law ”—any Legal Requirement that relates to the Environment and that requires or relates to:

(a)           advising appropriate authorities, employees or the public of intended or actual Releases of pollutants or hazardous substances or materials, violations of discharge limits or other prohibitions and the commencement of activities, such as resource extraction or construction, that could have significant impact on the Environment;

(b)           preventing or reducing to acceptable levels the Release of pollutants or hazardous substances or materials into the Environment;

(c)           reducing the quantities, preventing the Release or minimizing the hazardous characteristics of wastes that are generated;

(d)           assuring that products are designed, formulated, packaged and used so that they do not present unreasonable risks to human health or the Environment when used or disposed of;

(e)           protecting resources, species or ecological amenities;

(f)           reducing to acceptable levels the risks inherent in the transportation of hazardous substances, pollutants, oil or other potentially harmful substances;

(g)           cleaning up pollutants that have been Released, preventing the Threat of Release or paying the costs of such clean up or prevention; or

(h)           making responsible parties pay private parties, or groups of them, for damages done to their health or the Environment or permitting self-appointed representatives of the public interest to recover for injuries done to public assets.

“ ERISA ”—the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” —each trade or business (whether or not incorporated) that is part of the same controlled group under, common control with, or part of an affiliated service group that includes Seller, within the meaning of Code Section 414(b), (c), (m) or (o).

“ Estimated Working Capital ”—as defined in Section 2.3(b).

“ Estimated Working Capital Adjustment Amount ”—as defined in Section 2.3(b).

“ Exchange Act ”—the Securities Exchange Act of 1934, as amended.

“ Excluded Assets ”—as defined in Section 2.2.

“ Facilities ”—any leasehold interest of Seller, including the Tangible Personal Property used or operated by Seller at the respective locations of the real property specified in Section 3.5(a).

“ GAAP ”—generally accepted accounting principles for financial reporting in the United States, applied on a basis consistent with the basis on which the Interim Balance Sheet and the other financial statements referred to in Section 3.3 were prepared.

“ Governing Documents ”—with respect to any particular entity, (a) if a corporation, the articles or certificate of incorporation and the bylaws; (b) if a general partnership, the partnership agreement and any statement of partnership; (c) if a limited partnership, the limited partnership agreement and the certificate of limited partnership; (d) if a limited liability company, the articles of organization and operating agreement; (e) if another type of Person, any other charter or similar document adopted or filed in connection with the creation, formation or organization of the Person; (f) all equityholders’ agreements, voting agreements, voting trust agreements, joint venture agreements, registration rights agreements or other agreements or documents relating to the organization, management or operation of any Person or relating to the rights, duties and obligations of the equityholders of any Person; and (g) any amendment or supplement to any of the foregoing.

“ Governmental Authorization ”—any Consent, license, registration or permit issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

“ Governmental Body ”—any:

(a)           nation, state, county, city, town, borough, village, district or other jurisdiction;

(b)           federal, state, local, municipal, foreign or other government;

(c)           governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental powers);

(d)           multinational organization or body;

(e)           body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or

(f)           official of any of the foregoing.

“ Hired Active Employees ” —as defined in Section 6.1(b)(i).

“ Indemnified Person ”—as defined in Section 7.3(e).

“ Indemnifying Person ”—as defined in Section 7.5.

“ Interim Balance Sheet ”—as defined in Section 3.3.

“ Inventories ”—all inventories of Seller, wherever located, including all finished goods, work in process, raw materials, spare parts and all other materials and supplies to be used or consumed by Seller in the production of finished goods, including copies of The SPEED of Trust and training and any other materials related to the Business.

“ IRS ”—the United States Internal Revenue Service and, to the extent relevant, the United States Department of the Treasury.

“ Knowledge ”—an individual will be deemed to have Knowledge of a particular fact or other matter if that individual is actually aware of that fact or matter.  A Person (other than an individual) will be deemed to have Knowledge of a particular fact or other matter if any individual who is serving, or who has at any time served, as a director, officer, partner, executor or trustee of that Person (or in any similar capacity) has, or at any time had, Knowledge of that fact or other matter, and any such individual (and any individual party to this Agreement) will be deemed to have conducted a reasonable investigation regarding the accuracy of the representations and warranties made herein by that Person or individual.

“ Lease ”—any Real Property Lease or any lease or rental agreement, license, right to use or installment and conditional sale agreement to which Seller is a party and any other Seller Contract pertaining to the leasing or use of any Tangible Personal Property.

“ Legal Requirement ”—any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty.

“ Liability ”—with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.

“ License Agreement ”—as defined in the Recitals to this Agreement.

“ Licensed Intellectual Property ”—as defined in the Recitals to this Agreement.

“ Occupational Safety and Health Law ”—any Legal Requirement designed to provide safe and healthful working conditions and to reduce occupational safety and health hazards, including the Occupational Safety and Health Act, and any program, whether governmental or private (such as those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions.

“ Order ”—any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or arbitrator.

“ Ordinary Course of Business ”—an action taken by a Person will be deemed to have been taken in the Ordinary Course of Business only if that action:

(a)           is consistent in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of the normal, day-to-day operations of such Person;

(b)           does not require authorization by the board of directors or equityholders of such Person (or by any Person or group of Persons exercising similar authority) and does not require any other separate or special authorization of any nature; and

(c)           is similar in nature, scope and magnitude to actions customarily taken, without any separate or special authorization, in the ordinary course of the normal, day-to-day operations of other Persons that are in the same line of business as such Person.

“ Parent ”—as defined in the first paragraph of this Agreement.

“ Permitted Encumbrances ”—as defined in Section 3.5.

“ Person ”—an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a Governmental Body.

“ Practice ”—as defined in the Recitals to this Agreement.

“ Practice Leaders ”—as defined in the Recitals to this Agreement.

“ Proceeding ”—any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

“ Purchase Price ”—as defined in Section 2.3.

“ Real Property Lease ”—as defined in Section 3.5(a).

“ Record ”—information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

“ Related Person ”—

With respect to a particular individual:

(a)           each other member of such individual’s Family;

(b)           any Person that is directly or indirectly controlled by any one or more members of such individual’s Family;

(c)           any Person in which members of such individual’s Family hold (individually or in the aggregate) a Material Interest; and

(d)           any Person with respect to which one or more members of such individual’s Family serves as a director, officer, partner, executor or trustee (or in a similar capacity).

With respect to a specified Person other than an individual:

(a)           any Person that directly or indirectly controls, is directly or indirectly controlled by or is directly or indirectly under common control with such specified Person;

(b)           any Person that holds a Material Interest in such specified Person;

(c)           each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity);

(d)           any Person in which such specified Person holds a Material Interest; and

(e)           any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity).

For purposes of this definition, (a) “control” (including “controlling,” “controlled by,” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and shall be construed as such term is used in the rules promulgated under the Securities Act; (b) the “Family” of an individual includes (i) the individual, (ii) the individual’s spouse, (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree and (iv) any other natural person who resides with such individual; and (c) “Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of voting securities or other voting interests representing at least ten percent (10%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least ten percent (10%) of the outstanding equity securities or equity interests in a Person.

“ Release ”—any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching or migration on or into the Environment or into or out of any property.

“ Representative ”—with respect to a particular Person, any director, officer, manager, employee, agent, consultant, advisor, accountant, financial advisor, legal counsel or other representative of that Person.

“ Retained Liabilities ”—as defined in Section 2.4(b).

“ Schedule ”—a part of this Agreement which provides information required by a specific Section or Subsection of this Agreement.

“ Seller ”—as defined in the first paragraph of this Agreement.

“ Seller Contract ”—any Contract (a) under which Seller has or may acquire any rights or benefits; (b) under which Seller has or may become subject to any obligation or liability; or (c) by which Seller or any of the assets owned or used by Seller is or may become bound, including any Contract, agreement or purchase order relating to the delivery of training services or other products of Seller.

“ Speaking Agreement ”—as defined in the Recitals to this Agreement.

“ Special Accountants ”—Tanner LC, as defined in Section 2.3(c).

“ Subsidiary ”—with respect to any Person (the “ Owner ”), any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred), are held by the Owner or one or more of its Subsidiaries.

“ Tangible Personal Property ”—all machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property (other than Inventories) of every kind owned or leased by Seller (wherever located and whether or not carried on Seller’s books), together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto.

“ Target Working Capital ”—as defined in Section 2.3(b).

“ Tax ”—any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental, windfall profit, customs, vehicle, airplane, boat, vessel or other title or registration, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative, add-on minimum and other tax, fee, assessment, levy, tariff, charge or duty of any kind whatsoever, including any liability for taxes of a predecessor entity and the recapture of any tax items, and any interest, penalty, addition or additional amount thereon imposed, assessed or collected by or under the authority of any Governmental Body, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the tax liability of other persons, or with respect to any information reporting requirements imposed by any Governmental Body.

“ Tax Return ”—any return (including any information return), report, statement, schedule, notice, form, declaration, claim for refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

“ The SPEED of Trust ”—as defined in the Recitals to this Agreement.

“ Third Party ”—a Person that is not a party to this Agreement.

“ Third-Party Claim ”—any claim against any Indemnified Person by a Third Party, whether or not involving a Proceeding.

“ Threat of Release ”—a reasonable likelihood of a Release that may require action in order to prevent or mitigate damage to the Environment that may result from such Release.

“ WARN Act ” —as defined in Section 6.1(c)(i).

“ Working Capital Adjustment Amount ”—as defined in Section 2.3(c).

1.2   Usage.

(a)   Interpretation .  In this Agreement, unless a clear contrary intention appears:

(i)   the singular number includes the plural number and vice versa;

(ii)   reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;

(iii)   reference to any gender includes each other gender;

(iv)   reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;

(v)   reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision;

(vi)   “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof;

(vii)   “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

(viii)   “or” is used in the inclusive sense of “and/or”;

(ix)   with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and

(x)   references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto.

(b)   Accounting Terms and Determinations .  Unless otherwise specified herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP.

(c)   Legal Representation of the Parties .  This Agreement was negotiated by the parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation hereof.

2.1   Assets to be Sold.

(a)   all Real Property Leases described on Schedule 2.1(a);

(b)   all Tangible Personal Property, including those items described on Schedule 2.1(b);

(c)   all Inventories of Seller;

(d)   all Accounts Receivable of Seller;

(e)   all Seller Contracts listed on Schedule 2.1(e), and all outstanding offers or solicitations made by or to Seller to enter into any Contract;

(f)   all Governmental Authorizations of Seller and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, listed on Schedule 2.1(f);

(g)   all data and Records related to the operations of Seller, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(c);

(h)   all of the intangible rights and property of Seller, (excluding all intellectual property, goodwill associated with trademarks, and the Licensed Intellectual Property), including the going concern value, goodwill not associated with trademarks, telephone, facsimile and e-mail addresses and listings and those items listed on Schedule 2.1(h);

(i)   all insurance benefits of Seller, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing Date, unless expended in accordance with this Agreement;

(j)   all claims of Seller against third parties relating to the Assets, whether choate or inchoate, known or unknown, contingent or noncontingent, including all such claims listed on Schedule 2.1(j);

(k)   all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not excluded under Section 2.2(d); and

(l)   the property and assets expressly designated on Schedule 2.1(l).

2.2   Excluded Assets

(a)   all minute books;

(b)   all insurance policies and rights thereunder (except to the extent specified in Section 2.1(i) and (j));

(c)   all personnel Records and other Records that Seller is required by law to retain in its possession;

(d)   all claims for refund of Taxes and other governmental charges of whatever nature;

(e)   all rights in connection with and assets of the Employee Plans;

(f)   all rights of Seller under this Agreement and the Assignment and Assumption Agreement;

(g)   the domain names SpeedofTrust.com and CoveyLink.com ;

(h)   all intellectual property, including the goodwill associated with trademarks, and the Licensed Intellectual Property; and

(i)   the property and assets expressly designated on Schedule 2.2(i).

2.3   Consideration.

(a)   Purchase Price .  The consideration for the Assets (the “ Purchase Price ”) will be (i) $1,000,000 (the “ Down Payment ”), (ii) plus or minus any Working Capital Adjustment Amount pursuant to Section 2.3(c) below, (iii) plus any Earnout Amount, and (iv) the assumption of the Assumed Liabilities.

(b)   Closing Payment .  In accordance with Section 2.7(b), at the Closing, Buyer shall deliver to Seller the Closing Payment.  The “ Closing Payment ” shall be equal to the Down Payment plus or minus the Estimated Working Capital Adjustment Amount.  The “ Estimated Working Capital Adjustment Amount ” shall be equal to the difference between the Estimated Working Capital and the Target Working Capital.  On the Closing Date, Seller shall provide to Buyer an estimate of Seller’s net working capital as of the Closing Date (the “ Estimated Working Capital ”).  The “ Target Working Capital ” shall be equal to $300,000.  The Closing Payment shall be delivered by Buyer to Seller by wire transfer.

(c)   Working Capital Adjustment.   The Purchase Price shall be adjusted by the amount (the “ Working Capital Adjustment Amount ”) that when added to or subtracted from Seller’s net working capital as of the Closing Date will produce the Target Working Capital.  As soon as reasonably practicable (and in any event within 60 days after the Closing Date (the “ Determination Period ”), Seller and Buyer shall use their Best Efforts and shall work together in good faith to finalize the determination of Seller’s net working capital as of the Closing Date.  Promptly following the determination of the Working Capital Adjustment Amount, Seller shall refund to Buyer (in the case of a shortfall) or Buyer shall pay to Seller (in the case of an excess) the difference between the Working Capital Adjustment Amount and the Estimated Working Capital Adjustment Amount.  If Seller and Buyer are unable to finalize the Working Capital Adjustment Amount during such 60 day period, then Seller and Buyer shall submit the matter to Tanner LC (the “ Special Accountants ”) for resolution.  The determination of the Special Accountants shall be binding and conclusive upon the parties.  Seller and Buyer shall each bear 50% of the fees and costs of the Special Accountants.

2.4   Liabilities.

(a)   Assumed Liabilities .  As of the Closing Date, Buyer shall assume and agree to discharge only the following Liabilities of Seller (the “ Assumed Liabilities ”):

(i)   any trade account payable reflected on the Interim Balance Sheet (other than a trade account payable to any Related Person of Seller) that remains unpaid at and is not delinquent as of the Closing Date;

(ii)   any trade account payable (other than a trade account payable to any Related Person of Seller) incurred by Seller in the Ordinary Course of Business between the date of the Interim Balance Sheet and the Closing Date that remains unpaid at and is not delinquent as of the Closing Date;

(iii)   any Liability arising after the Closing Date under the Seller Contracts described on Schedule 2.1(e) (other than any Liability arising under the Seller Contracts described on Schedule 2.4(a)(iii) or arising out of or relating to a Breach that occurred prior to the Closing Date); and

(iv)   any Liability of Seller described on Schedule 2.4(a)(iv).

(b)   Retained Liabilities .  The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller.  “ Retained Liabilities ” shall mean every Liability of Seller other than the Assumed Liabilities, including:

(i)   any Liability arising out of or relating to products of Seller to the extent manufactured or sold prior to the Closing Date other than to the extent assumed under Section 2.4(a)(iii);

(ii)   any Liability under any Contract assumed by Buyer pursuant to Section 2.4(a)(iii) that arises after the Closing Date but that arises out of or relates to any Breach that occurred prior to the Closing Date;

(iii)   any Liability for Taxes, including (A) any Taxes arising as a result of Seller’s operation of its business or ownership of the Assets prior to the Closing Date, (B) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement and (C) any deferred Taxes of any nature;

(iv)   any Liability under any Contract not assumed by Buyer under Section 2.4, including any Liability arising out of or relating to Seller’s credit facilities or any security interest related thereto;

(v)   any Environmental, Health and Safety Liabilities arising out of or relating to the operation of Seller’s business or Seller’s leasing or operation of real property;

(vi)   any Liability under the Employee Plans or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for Seller’s employees or former employees or both;

(vii)   any Liability under any employment, severance, retention or termination agreement with any employee of Seller or any of its Related Persons;

(viii)   any Liability arising out of or relating to any employee grievance whether or not the affected employees are hired by Buyer;

(ix)   any Liability of Seller to CoveyLink or to any Related Person of Seller or of CoveyLink, except for Liabilities owed to CoveyLink for speaking engagements that have been performed but for which payment has not yet been received;

(x)   any Liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Seller;

(xi)   any Liability to distribute to any of Seller’s equityholders or otherwise apply all or any part of the consideration received hereunder;

(xii)   any Liability arising out of any Proceeding pending as of the Closing Date;

(xiii)   any Liability arising out of any Proceeding commenced after the Closing Date and arising out of or relating to any occurrence or event happening prior to the Closing Date;

(xiv)   any Liability arising out of or resulting from Seller’s compliance or noncompliance with any Legal Requirement or Order of any Governmental Body;

(xv)   any Liability of Seller under this Agreement or any other document executed in connection with the Contemplated Transactions; and

(xvi)   any Liability of Seller based upon Seller’s acts or omissions occurring after the Closing Date.

2.5   Allocation.

2.6   Closing.

2.7   Closing Obligations.

(a)   Seller shall deliver to Buyer:

(i)   a bill of sale for all of the Assets that are Tangible Personal Property in the form of Exhibit 2.7(a)(i) (the “ Bill of Sale ”) executed by Seller;

(ii)   an assignment of all of the Assets that are intangible personal property (but excluding all intellectual property) in the form of Exhibit 2.7(a)(ii), including Contracts and Real Property Leases, which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “ Assignment and Assumption Agreement ”) executed by Seller;

(iii)   such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller;

(iv)   a certificate of a Manager of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s board of managers approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the Managers of Seller executing this Agreement and any other document relating to the Contemplated Transactions.

(b)   Buyer shall execute and deliver to CoveyLink and CoveyLink shall execute and deliver to Buyer (or cause to be executed and delivered to Buyer):

(i)   the License Agreement in the form of Exhibit 2.7(b)(i);

(ii)   Practice Leader Consulting Agreements in the form of Exhibit 2.7(b)(ii), executed by Stephen M.R. Covey and Greg Link; and

(iii)   Speaking Agreements in the form of Exhibit 2.7(b)(iii), executed by Stephen M.R. Covey and Greg Link.

(c)   Buyer shall deliver to Seller:

(i)   The Closing Payment by wire transfer to an account specified by Seller in a writing delivered to Buyer at least three Business Days prior to the Closing Date;

(ii)   the Assignment and Assumption Agreement executed by Buyer;

(iii)   a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions.

2.8   Earnout.

(i)   Buyer shall make a payment to Seller (an “ Annual Earnout Payment ”) for five successive periods commencing on the first day of Parent’s second quarter of a given fiscal year and ending on the last day of Parent’s first quarter of the subsequent fiscal year (each an “ Earnout Period ”).  The first Earnout Period shall commence on November 30, 2008, the first day of the second quarter for Parent’s 2009 fiscal year.  The Annual Earnout Payment shall be for an amount equal to (A) three times the Incremental EBITDA (as defined below) of the Practice for such Earnout Period, minus (B) the aggregate amount of any Annual Earnout Payments paid to Seller in all previous Earnout Periods.  The Annual Earnout Payment, together with interest thereon at a rate of one and one half percent (1.5%) per month from the end of the third month following the close of

the Earnout Period, will be paid promptly, but in no case more than two weeks, following the issuance of a review by the Company’s independent registered public accounts for the quarter ended on November 30 of each year.

(ii)   Incremental EBITDA.     For purposes of this Agreement, “ Incremental EBITDA ” shall mean the amount by which the EBITDA of the Practice for any Earnout Period exceeds the Baseline EBITDA (as defined below).

(iii)   Baseline EBITDA.

(A)   Within 60 days following the Closing Date, the parties, acting together in good faith, shall establish the “ Baseline EBITDA ” for the Practice for the 12 months ended on November 29, 2008.  The Baseline EBITDA shall be consistent with the sample EBITDA calculation set forth on Exhibit 2.8(a)(ii), and shall include ( I ) a gross margin equal to 62% of gross revenues, ( II ) total sales field costs equal to 33% of gross revenues (which sales field costs shall include variable costs equal to 25% of gross revenues and fixed costs equal to 8% of gross revenues (such amount, the “Fixed Sales Costs”)), and ( III ) actual selling, general, and administrative expenses of Seller for the 12 months ended on November 30, 2008; provided, however , that in no case shall the EBITDA of the Seller for the 12 months ended on November 30, 2008, which is used as a component of the Baseline EBITDA and is calculated in a manner consistent with the sample EBITDA calculation set forth on Exhibit 2.8(a)(ii), be less than $206,000.

(B)   If the parties cannot agree to a Baseline EBITDA within the 60 day period, the determination of the Baseline EBITDA shall be submitted to the Special Accountants for determination, whose determination shall be binding and conclusive on the parties.  The parties shall equally divide and pay the Special Accountants’ fees, costs and expenses.

(b)   Computation of EBITDA.

(i)   Manner of Computation .  In general, for purposes of this Agreement, the “ EBITDA ” of the Practice for any Earnout Period shall mean the earnings of the Practice from operations before interest, taxes, depreciation and amortization, including any revenues from FC Derivative Works (as defined in the License Agreement) that the parties agree, after negotiating in good faith on a case-by-case basis for each such FC Derivative Work, to allocate to the EBITDA of the Practice (for the avoidance of doubt, revenues from the programs entitled “Leadership: Great Leaders, Great Teams, Great Results,” “Leadership: Great Leaders, Great Teams, Great Results for the Public Sector,” “Leadership Foundations,” and “Executive Leadership Summit” are not included in the EBITDA of the Practice), calculated as if the Practice were being operated as a separate and independent division of the Company.  Except as provided in this Section 2.8(b), the EBITDA of the Practice shall be determined in accordance with GAAP and using assumptions consistent with the sample EBITDA calculation as set forth on Exhibit 2.8(a)(ii).  For the purposes of determining the EBITDA of the Practice and the Annual Earnout Payment:

(A)           EBITDA shall be computed without regard to “extraordinary items” of gain or loss as that term shall be defined in GAAP;

(B)           EBITDA shall not include any gains, losses or profits realized from the sale of any assets other than in the Ordinary Course of Business;

(C)           EBITDA shall include any revenues, reimbursements and expenses, of whatever kind or nature, related to speaking engagements of the Practice Leaders as provided for in the Speaking Agreements;

(D)           No deduction shall be made for any sales field costs, management fees, accounting costs, general overhead expenses, commission costs payable to Buyer’s consultants, employees and independent contractors, or other intercompany charges otherwise charged by Parent to the Practice; but, in lieu thereof, EBITDA shall include the following for each Earnout Period:  ( I ) variable sales field costs equal to 25% of the gross revenues for such Earnout Period, ( II ) fixed sales field costs equal to the Fixed Sales Costs incorporated into the Baseline EBITDA pursuant to Section 2.8(a)(ii), increased and compounded at the rate of 3% for each subsequent Earnout Period, and ( III ) the direct selling, general, and administrative expenses of the Practice, consistent with the sample EBITDA calculation set forth on Exhibit 2.8(a)(ii), for such Earnout Period, including, upon mutual agreement between Parent and the Practice Leaders, the Practice’s share of any such expenses that Parent, or any of its Affiliates, have agreed to bear that would otherwise have been borne directly by the Practice; and

(E)           No deduction shall be made with respect to any portion of the Purchase Price for legal or accounting fees and expenses incurred in connection with the calculation of the Annual Earnout Payment, or for the preparation of this Agreement, or for any matter arising out of this Agreement.

(ii)   Time of Determinati (A)   The EBITDA of the Practice and the Annual Earnout Payment shall be determined promptly after the close of each Earnout Period by Buyer.  Copies of its report setting forth its computation of the EBITDA of the Practice and the Annual Earnout Payment shall be submitted in writing to Seller and, unless Seller notifies Buyer within forty-five (45) days after receipt of the report that it objects to the computation of the EBITDA of the Practice and the Annual Earnout Payment set forth therein, the report and the Annual Earnout Payment shall be binding and conclusive for the purposes of this Agreement.  Seller shall have access to the books and records of the Practice and to Buyer’s Accountants’ workpapers during regular business hours to audit and to verify the computation of EBITDA of the Practice and the Annual Earnout Payment made by Buyer.

(B)   If Seller notifies Buyer in writing within forty-five (45) days after receipt of Buyer’s report that it objects to Buyer’s computation of EBITDA of the Practice and the Annual Earnout Payment, the Annual Earnout Payment shall be

determined by negotiation between Seller and Buyer.  If Seller and Buyer are unable to reach agreement within thirty (30) Business Days after such notification, the determination of the Annual Earnout Payment for the Earnout Period in question shall be submitted to the Special Accountants for determination, whose determination shall be binding and conclusive on the parties. If the Special Accountants determine that the Annual Earnout Payment has been understated by five percent or more, then Buyer shall pay the Special Accountants’ fees, costs and expenses.  If the Annual Earnout Payment has not been understated or has been understated by less than five percent, then Seller shall pay the Special Accountants’ fees, costs and expenses.

2.9   Tax Withholding.

3.1   Organization and Good Standing.

(b)   Complete and accurate copies of the Governing Documents of Seller, as currently in effect, are attached to Schedule 3.1(b).

(c)   Seller has no Subsidiary and, except as disclosed on Schedule 3.1(c), does not own any shares of capital stock or other securities of any other Person.

3.2   Enforceability; Authority; No Conflict.

(b)   Except as set forth on Schedule 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Trans