exv10w12





Exhibit 10.12


VSS-CAMBIUM MERGER CORP.

(which on the Closing Date will be merged with and into Cambium Learning, Inc.)

AS COMPANY




VSS-CAMBIUM HOLDINGS, LLC

AS GUARANTOR




TCW/CRESCENT MEZZANINE PARTNERS IV, L.P.

TCW/CRESCENT MEZZANINE PARTNERS IVB, L.P.

MAC CAPITAL, LTD.

NEW YORK LIFE INVESTMENT MANAGEMENT MEZZANINE PARTNERS II, LP

NYLIM MEZZANINE PARTNERS II PARALLEL FUND, LP

GOLDENTREE CAPITAL SOLUTIONS FUND FINANCING

GOLDENTREE CAPITAL OPPORTUNITIES, LP

AS PURCHASERS




AND




THE OTHER PURCHASERS FROM TIME TO TIME

A PARTY HERETO




AND




TCW/CRESCENT MEZZANINE PARTNERS IV, L.P.

AS ADMINISTRATIVE AGENT




 





NOTE PURCHASE AGREEMENT




April 12, 2007




 




















 











TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	1. DEFINITIONS
	 	 	 	 
	1.1 Definitions
	 	 	2	 
	1.2 Accounting Terms
	 	 	30	 
	1.3 Definitional Provisions
	 	 	30	 
	 
	 	 	 	 
	2. PURCHASE AND SALE OF NOTES
	 	 	 	 
	2.1 Purchase and Sale of the Notes
	 	 	31	 
	2.2 Closing
	 	 	32	 
	2.3 Fees and Expenses
	 	 	32	 
	2.4 Financial Accounting Positions; Tax Reporting
	 	 	32	 
	2.5 Payments
	 	 	32	 
	2.6 Taxes, Etc
	 	 	33	 
	 
	 	 	 	 
	3. CONDITIONS TO OBLIGATIONS OF THE PURCHASERS TO PURCHASE THE NOTES ON THE
CLOSING DATE
	 	 	 	 
	3.1 Representations and Warranties
	 	 	37	 
	3.2 Compliance with this Agreement
	 	 	37	 
	3.3 Secretary’s Certificates
	 	 	37	 
	3.4 Good Standing Certificates
	 	 	37	 
	3.5 Purchase of Notes Permitted by Applicable Laws
	 	 	38	 
	3.6 Opinion of Counsel
	 	 	38	 
	3.7 Approval of Counsel To the Purchasers
	 	 	38	 
	3.8 Consents and Approvals
	 	 	38	 
	3.9 No Material Judgment or Order
	 	 	38	 
	3.10 No Material Adverse Change
	 	 	39	 
	3.11 Pro Forma Balance Sheet and Projections
	 	 	39	 
	3.12 Transaction Documents
	 	 	39	 
	3.13 Fees and Expenses
	 	 	39	 
	3.14 Structure
	 	 	39	 
	3.15 Disbursement Letter
	 	 	39	 
	3.16 Insurance
	 	 	39	 
	3.17 Certificates
	 	 	40	 
	3.18 Holdings Equityholders Agreement
	 	 	40	 
	3.19 Related Transactions
	 	 	40	 
	 
	 	 	 	 
	4. CONDITIONS TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL THE NOTES
	 	 	 	 
	4.1 Representations and Warranties
	 	 	40	 
	4.2 Compliance with this Agreement
	 	 	40	 
	 
	 	 	 	 
	5. REPRESENTATIONS AND WARRANTIES OF THE ISSUER PARTIES
	 	 	 	 
	5.1 Organization; Powers
	 	 	41	 
	5.2 Authorization; Enforceability
	 	 	41	 
	5.3 No Conflicts
	 	 	41	 
	5.4 Financial Statements; Projections
	 	 	42	 






i









 




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	5.5 Properties
	 	 	42	 
	5.6 Intellectual Property
	 	 	43	 
	5.7 Equity Interests and Subsidiaries
	 	 	44	 
	5.8 Litigation; Compliance with Laws
	 	 	45	 
	5.9 Agreements
	 	 	45	 
	5.10 Federal Reserve Regulations
	 	 	45	 
	5.11 Investment Company Act
	 	 	46	 
	5.12 Use of Proceeds
	 	 	46	 
	5.13 Taxes
	 	 	46	 
	5.14 No Material Misstatements
	 	 	46	 
	5.15 Labor Matters
	 	 	47	 
	5.16 Solvency
	 	 	47	 
	5.17 Employee Benefit Plans
	 	 	47	 
	5.18 Environmental Matters
	 	 	48	 
	5.19 Insurance
	 	 	49	 
	5.20 Intentionally Omitted
	 	 	49	 
	5.21 Acquisition Documents; Representations and Warranties in
Acquisition Agreement
	 	 	49	 
	5.22 Anti-Terrorism Law
	 	 	50	 
	5.23 Private Offering
	 	 	51	 
	5.24 Broker’s, Finder’s or Similar Fees
	 	 	51	 
	5.25 Capitalization/Acquisition Documents
	 	 	51	 
	 
	 	 	 	 
	6. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
	 	 	 	 
	6.1 Authorization; No Contravention
	 	 	51	 
	6.2 Binding Effect
	 	 	52	 
	6.3 No Legal Bar
	 	 	52	 
	6.4 Purchase for Own Account
	 	 	52	 
	6.5 ERISA
	 	 	53	 
	6.6 Broker’s, Finder’s or Similar Fees
	 	 	53	 
	6.7 Governmental Authorization; Third Party Consent
	 	 	53	 
	6.8 Accredited Investor
	 	 	53	 
	6.9 Anti-Money Laundering Representation
	 	 	53	 
	6.10 Information
	 	 	53	 
	 
	 	 	 	 
	7. INDEMNIFICATION
	 	 	 	 
	7.1 Indemnification
	 	 	54	 
	7.2 Notification
	 	 	54	 
	7.3 Survival of Indemnification Provisions
	 	 	55	 
	 
	 	 	 	 
	8. COVENANTS
	 	 	 	 
	8.1 Affirmative Covenants
	 	 	55	 
	8.2 Negative Covenants
	 	 	66	 
	8.3 Financial Covenants
	 	 	82	 





ii








 




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	9. DEFAULTS AND REMEDIES
	 	 	 	 
	9.1 Events of Default
	 	 	82	 
	9.2 Acceleration
	 	 	85	 
	9.3 Suits for Enforcement
	 	 	85	 
	9.4 Remedies Cumulative
	 	 	86	 
	9.5 Remedies Not Waived
	 	 	86	 
	9.6 Certain Cure Rights
	 	 	86	 
	 
	 	 	 	 
	10. PREPAYMENT
	 	 	 	 
	10.1 Optional Prepayment
	 	 	87	 
	10.2 Mandatory Prepayment
	 	 	87	 
	 
	 	 	 	 
	11. THE ADMINISTRATIVE AGENT
	 	 	 	 
	11.1 Appointment
	 	 	87	 
	11.2 Delegation of Duties
	 	 	88	 
	11.3 Exculpatory Provisions
	 	 	88	 
	11.4 Reliance by Administrative Agent
	 	 	88	 
	11.5 Action on Default
	 	 	89	 
	11.6 Non-Reliance on Agents and Other Purchasers
	 	 	89	 
	11.7 Indemnification
	 	 	89	 
	11.8 Agent in Its Individual Capacity
	 	 	90	 
	11.9 Successor Agents
	 	 	90	 
	 
	 	 	 	 
	12. MISCELLANEOUS
	 	 	 	 
	12.1 Survival of Representations and Warranties
	 	 	91	 
	12.2 Notices
	 	 	91	 
	12.3 Successors and Assigns
	 	 	93	 
	12.4 Amendment and Waiver
	 	 	95	 
	12.5 Responsible Officer
	 	 	96	 
	12.6 Signatures and Counterparts
	 	 	96	 
	12.7 Headings
	 	 	96	 
	12.8 GOVERNING LAW
	 	 	97	 
	12.9 WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION
	 	 	97	 
	12.10 Severability
	 	 	98	 
	12.11 Entire Agreement
	 	 	98	 
	12.12 Certain Expenses
	 	 	98	 
	12.13 Publicity
	 	 	99	 
	12.14 Further Assurances
	 	 	99	 
	12.15 Note Register
	 	 	99	 
	12.16 Confidentiality
	 	 	99	 






iii








 




EXHIBITS AND SCHEDULES



	 	 	 
	Exhibit A
	 	Form of Closing Note
	Exhibit B
	 	Form of Guaranty
	Exhibit C
	 	Form of Compliance Certificate
	Exhibit D
	 	Form of Assignment
	Exhibit E
	 	Form of Subsidiary Guaranty
	Exhibit F
	 	Form of Joinder Agreement
	Exhibit G
	 	Form of PIK Note
	Exhibit H
	 	Form of Amended and Restated Note
	 
	 	 
	Schedule 1
	 	Mortgaged Property
	Schedule 2
	 	Refinancing
	Schedule 3
	 	Subsidiary Guarantor
	Schedule 5.3
	 	Governmental Consents
	Schedule 5.5(b)
	 	Real Property
	Schedule 5.6(a)
	 	Intellectual Property Claims
	Schedule 5.6(b)
	 	Intellectual Property, Registrations and Licenses
	Schedule 5.6(c)
	 	Violations
	Schedule 5.7(a)
	 	Subsidiaries
	Schedule 5.7(b)
	 	Organizational Chart
	Schedule 5.9
	 	Material Contracts
	Schedule 5.18
	 	Environmental Matters
	Schedule 5.19
	 	Insurance
	Schedule 5.21
	 	Acquisition Agreement Exhibits and Schedules
	Schedule 5.24
	 	Commission Fees
	Schedule 8.2(a)(ii)
	 	Outstanding Indebtedness
	Schedule 8.2(b)(iii)
	 	Permitted Liens
	Schedule 8.2(d)(ii)
	 	Investments
	Schedule 8.2(i)
	 	Affiliate Transactions





iv








 




NOTE PURCHASE AGREEMENT, dated as of April 12, 2007,


BY AND AMONG



	(1)	 	VSS-CAMBIUM MERGER CORP., a Delaware corporation (which on the Closing Date will be merged
with and into Cambium Learning, Inc., the “Company”),
	 
	(2)	 	VSS-CAMBIUM HOLDINGS, LLC, a Delaware limited liability company (“Holdings”),
	 
	(3)	 	TCW/CRESCENT MEZZANINE PARTNERS IV, L.P., a Delaware limited partnership (“TCW IV”),
	 
	(4)	 	TCW/CRESCENT MEZZANINE PARTNERS IVB, L.P., a Delaware limited partnership (“TCW IVB”),
	 
	(5)	 	MAC CAPITAL, LTD., a Cayman Islands company (“MAC”),
	 
	(6)	 	NYLIM MEZZANINE PARTNERS II PARALLEL FUND, LP, a Delaware limited partnership (“NY
Parallel”),
	 
	(7)	 	NEW YORK LIFE INVESTMENT MANAGEMENT MEZZANINE PARTNERS II, LP, a Delaware limited partnership
(“NY Mezzanine”),
	 
	(8)	 	GOLDENTREE CAPITAL SOLUTIONS FUND FINANCING, Cayman Islands Sub-Trust (“GCSFF”),
	 
	(9)	 	GOLDENTREE CAPITAL OPPORTUNITIES, LP, a Delaware Limited Partnership (“GCO”),
	 
	(10)	 	THE OTHER PURCHASERS FROM TIME TO TIME PARTY HERETO (TCW IV, TCW IVB, MAC, NY Parallel, NY
Mezzanine, GCFSC, GCO and such other purchasers together with their respective successors and
registered assigns, each a “Purchaser” and collectively, the “Purchasers”), and
	 
	(11)	 	TCW IV, as administrative agent for the Purchasers (in such capacity and together with its
successors and permitted assigns, the “Administrative Agent”).





WITNESSETH:




WHEREAS, Holdings has entered into a certain Stock Purchase Agreement, dated as of January 29, 2007
(as amended, supplemented or otherwise modified from time to time in accordance with the
provisions hereof and thereof, the “Acquisition Agreement”), with Cambium Learning, Inc.
(“Target”) and each of the stockholders of Target (“Sellers”), to acquire (the “Acquisition”)
all of the capital stock of Target from the Sellers, which will result in Holdings being the
beneficial owner of Target and its subsidiaries (the “Acquired Business”).











 








WHEREAS, the Acquisition will be effected by a merger (the “Merger”) of the Company with and into
Target, with Target surviving the merger.



WHEREAS, the Equity Financing shall be consummated simultaneously herewith.



WHEREAS, the Company will consummate the Acquisition on the Closing Date.



WHEREAS, promptly following the consummation of the Acquisition, the Company will cause Target to
file a certificate of merger (the “Merger Certificate”) with the Secretary of State of
Delaware and will effect the Merger.



WHEREAS, the Company wishes to sell to the Purchasers, and the Purchasers wish to purchase the
Notes (as hereinafter defined) in the aggregate original principal amount of up to $50,000,000
upon the terms and subject to the conditions hereinafter set forth; and


NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto agree as follows:





	1.	 	DEFINITIONS
	 
	1.1	 	Definitions
	 
	 	 	As used in this Agreement, and unless the context requires a different meaning, the
following terms have the meanings indicated:
	 
	 	 	“Acquisition” shall have the meaning assigned to such term in the recitals hereto.
	 
	 	 	“Acquired Business” shall have the meaning assigned to such term in the recitals hereto.
	 
	 	 	“Acquisition Agreement” shall have the meaning assigned to such term in the recitals hereto.
	 
	 	 	“Acquisition Consideration” shall mean the purchase consideration for any Permitted
Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for,
or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by
exchange of Equity Interests or of properties or otherwise and whether payable at or prior
to the consummation of such Permitted Acquisition or deferred for payment at any future
time, whether or not any such future payment is subject to the occurrence of any
contingency, and includes any and all payments representing the purchase price and any
assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount
of which is, or the terms of payment of which are, in any respect subject to or contingent
upon the revenues, income, cash flow or profits (or the like) of any Person or business;
provided that any such future payment that is subject to a contingency shall be considered
Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at
the time of such sale to be established in respect thereof by Holdings or any of its
Subsidiaries.




-2-









 






	 	 	“Administrative Agent” shall have the meaning assigned to such term in the preamble hereto.
	 
	 	 	“Affiliate” shall mean, when used with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is Controlled by or
is under common Control with the Person specified; provided, however, that, for purposes of
Section 8.2(i) , the term “Affiliate” shall also include (i) any Person that
directly or indirectly owns more than 10% of any class of Equity Interests of the Person
specified or (ii) any Person that is an executive officer or director of the Person
specified.
	 
	 	 	“Agreement” shall mean this Note Purchase Agreement, including the exhibits and schedules
attached hereto, as each of the same may be amended, supplemented, restated and/or otherwise
modified from time to time.
	 
	 	 	“Anti-Terrorism Laws” shall have the meaning assigned to such term in Section 5.22.
	 
	 	 	“Approved Fund” shall mean, with respect to any Purchaser, any Person (other than a natural
Person) that (a) is or will be engaged in making, purchasing, holding or otherwise investing
in or extending commercial loans and similar extensions of credit in the ordinary course of
its business and (b) is advised or managed by (i) such Purchaser, (ii) any Affiliate of such
Purchaser or (iii) any Person (other than an a natural Person) or any Affiliate of any
Person (other than a natural Person) that administers or manages such Purchaser.
	 
	 	 	“Asset Sale” shall mean (a) any conveyance, sale, lease, sublease, assignment, transfer or
other disposition (including by way of merger or consolidation and including any Sale and
Leaseback Transaction) by Holdings or any of its Subsidiaries of any of its property
excluding sales of inventory and dispositions of cash and cash equivalents, in each case, in
the ordinary course of business, and (b) any issuance or sale of any Equity Interests of any
Subsidiary of Holdings, in each case, to any Person other than (i) the Company, (ii) any
Subsidiary Guarantor or (iii) other than for purposes of Section 8.2(f), any other
Subsidiary.
	 
	 	 	“Assignment” shall mean an assignment agreement entered into by a Purchaser, as assignor,
and any prospective assignee thereof, in substantially the form of Exhibit D.
	 
	 	 	“Attributable Indebtedness” shall mean, when used with respect to any Sale and Leaseback
Transaction, as at the time of determination, the present value (discounted at a rate
equivalent to the Company’s then-current weighted average cost of funds for borrowed money
as at the time of determination, compounded on a semi-annual basis) of the total obligations
of the lessee for rental payments during the remaining term of the lease included in any
such Sale and Leaseback Transaction.
	 
	 	 	“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as
amended from time to time or any applicable bankruptcy, insolvency or other similar law now
or hereafter in effect and all rules and regulations promulgated thereunder.




-3-









 






	 	 	“Board” shall mean the Board of Governors of the Federal Reserve System of the United
States.
	 
	 	 	“Board of Directors” shall mean, with respect to any Person, (i) in the case of any
corporation, the board of directors of such Person, (ii) in the case of any limited
liability company, the board of managers of such Person, (iii) in the case of any
partnership, the Board of Directors of the general partner of such Person and (iv) in any
other case, the functional equivalent of the foregoing.
	 
	 	 	“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks
in New York City are authorized or required by law to close.
	 
	 	 	“Capital Assets” shall mean, with respect to any Person, all equipment, fixed assets and
Real Property or improvements of such Person, or replacements or substitutions therefor or
additions thereto, that, in accordance with GAAP, have been or should be reflected as
additions to property, plant or equipment on the balance sheet of such Person.
	 
	 	 	“Capital Expenditures” shall mean, for any period, without duplication, all expenditures
made directly or indirectly by the Company and its Subsidiaries during such period for
Capital Assets plus, to the extent not included in the definition of Capital Assets,
capitalized development cost as accounted for on a balance sheet of the Company (whether
paid in cash or other consideration, financed by the incurrence of Indebtedness or accrued
as a liability), but excluding (i) expenditures made in connection with the replacement,
substitution or restoration of property pursuant to Section 2.10(f) of the Senior
Credit Agreement and (ii) any portion of such increase attributable solely to acquisitions
of Capital Assets in Permitted Acquisitions.
	 
	 	 	“Capitalization/Acquisition Documents” shall mean, collectively: (a) any or all of the stock
certificates, notes, debentures or other instruments representing Equity Interests or other
securities bought, sold or issued, or loans made, to facilitate the consummation of the
Related Transactions; (b) the indentures or other documents pursuant to which such
instruments representing Equity Interests are issued or to be issued; (c) each document
governing the issuance of, or setting forth the terms of, such instruments representing
Equity Interests; (d) any stockholders, registration, subordination or intercreditor
agreement among or between the holders of such instruments representing Equity Interests
including, without limitation, the Holdings Equityholders Agreement; (e) the Acquisition
Agreement; and (f) all other instruments, documents and agreements executed in connection
with the Acquisition, in each case, as amended, restated, modified and/or supplemented from
time to time in each case, in accordance with their respective terms; but excluding all
Transaction Documents, in each case, as amended, modified or supplemented from time to time
in each case, in accordance with their respective terms.
	 
	 	 	“Capital Lease Obligations” of any Person shall mean the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use)
real or personal property, or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of such Person under




-4-









 






	 	 	GAAP, and the amount of such obligations shall be the capitalized amount thereof determined
in accordance with GAAP.
	 
	 	 	“Cash Equivalents” shall mean, as to any Person, (a) securities issued, or directly,
unconditionally and fully guaranteed or insured, by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United States is
pledged in support thereof) having maturities of not more than one year from the date of
acquisition by such Person; (b) time deposits and certificates of deposit of any Lender or
any commercial bank having, or which is the principal banking subsidiary of a bank holding
company organized under the laws of the United States, any state thereof or the District of
Columbia having, capital and surplus aggregating in excess of $500.0 million and a rating of
“A” (or such other similar equivalent rating) or higher by at least one nationally
recognized statistical rating organization (as defined in Rule 436 under the Securities Act)
with maturities of not more than one year from the date of acquisition by such Person;
(c) repurchase obligations with a term of not more than 90 days for underlying securities of
the types described in clause (a) above entered into with any bank meeting the
qualifications specified in clause (b) above; (d) commercial paper issued by any Person
formed in the United States rated at least A-1 or the equivalent thereof by Standard &
Poor’s Rating Service or at least P-1 or the equivalent thereof by Moody’s Investors Service
Inc., and in each case maturing not more than one year after the date of acquisition by such
Person; (e) investments in money market funds substantially all of whose assets are
comprised of securities of the types described in clauses (a) through (d) above; and
(f) demand deposit accounts maintained in the ordinary course of business.
	 
	 	 	“Cash Interest Expense” shall mean, for any period, Consolidated Interest Expense for such
period, less the sum of (a) interest on any debt paid by the increase in the principal
amount of such debt including by issuance of additional debt of such kind, (b) items
described in clause (c) or, other than to the extent paid in cash, clause (g) of the
definition of “Consolidated Interest Expense” and (c) gross interest income of the Company
and its Subsidiaries for such period.
	 
	 	 	“Casualty Event” shall mean any involuntary loss of title, any involuntary loss of, damage
to or any destruction of, or any condemnation or other taking (including by any Governmental
Authority) of, any property of Holdings or any of its Subsidiaries. “Casualty Event” shall
include but not be limited to any taking of all or any part of any Real Property of any
Person or any part thereof, in or by condemnation or other eminent domain proceedings
pursuant to any Requirement of Law, or by reason of the temporary requisition of the use or
occupancy of all or any part of any Real Property of any Person or any part thereof by any
Governmental Authority, civil or military, or any settlement in lieu thereof.
	 
	 	 	“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended, 42 U.S.C. § 9601 et seq. and all implementing regulations.
	 
	 	 	A “Change in Control” shall be deemed to have occurred if:




-5-









 












     (a) Holdings at any time ceases to own 100% of the Equity Interests of the Company;




     (b) at any time a change of control occurs under any documentation evidencing Material
Indebtedness;




     (c) prior to an IPO, (i) the Permitted Holders cease to own Equity Interests
representing a majority of the total economic interests of the Equity Interests of Holdings
or (ii) the Permitted Holders cease to have control of a majority of the management power
over Holdings;




     (d) (i) the Permitted Holders (collectively) shall fail to own, or to have the power to
vote or direct the voting of Holdings representing more than 35% of the voting power of
Holdings, (ii) the Permitted Holders cease to own Equity Interests representing more than
35% of the total economic interests of the Equity Interests of Holdings or (iii) any
“Person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act), other than one or more Permitted Holders, is or becomes the beneficial owner (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this
clause such Person or group shall be deemed to have “beneficial ownership” of all securities
that such Person or group has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of the voting power
of Holdings representing either (w) a greater percentage of the voting power of Holdings
than that beneficially owned or controlled by the Permitted Holders, (x) a greater
percentage of the total economic interests of the Equity Interests of Holdings than that
beneficially owned by the Permitted Holders, (y) 50% or more of the voting power of Holdings
or (z) 50% or more of the total economic interests of the Equity Interests of Holdings; or




     (e) upon and following an IPO, during any period of two consecutive years, individuals
who at the beginning of such period constituted the Board of Directors of Holdings (together
with any new directors whose election to such Board of Directors or whose nomination for
election was approved by a vote of a majority of the members of the Board of Directors of
Holdings, which members comprising such majority are then still in office and were either
directors at the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the Board of
Directors of Holdings.




          For purposes of this definition, a Person shall not be deemed to have beneficial
ownership of Equity Interests subject to a stock purchase agreement, merger agreement or
similar agreement until the consummation of the transactions contemplated by such agreement.




	 	 	“Closing” shall have the meaning assigned to such term in Section 2.2.
	 
	 	 	“Closing Date” shall have the meaning given such term in Section 2.2.
	 
	 	 	“Closing Notes” shall mean the promissory notes to be purchased by the Purchasers from the
Company on the Closing Date in the original aggregate principal amount equal to the




-6-









 






	 	 	Original Issuance Amount, each of which shall be substantially in the form attached hereto
as Exhibit A and each as amended, modified, replaced, substituted or renewed from
time to time in accordance with its terms and the terms hereof.
	 
	 	 	“Code” shall mean the Internal Revenue Code of 1986.
	 
	 	 	“Collateral” shall have the meaning set forth in the Senior Documents.
	 
	 	 	“Company” shall have the meaning assigned to such term in the preamble hereto.
	 
	 	 	“Compliance Certificate” shall mean a certificate of a Financial Officer substantially in
the form of Exhibit C.
	 
	 	 	“Confidential Information Memorandum” shall mean that certain confidential information
memorandum dated as of February, 2007.
	 
	 	 	“Consolidated Amortization Expense” shall mean, for any period, the amortization expense of
Holdings and its Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP.
	 
	 	 	“Consolidated Current Assets” shall mean, as at any date of determination, the total assets
of Holdings and its Subsidiaries which may properly be classified as current assets on a
consolidated balance sheet of Holdings and its Subsidiaries in accordance with GAAP.
	 
	 	 	“Consolidated Current Liabilities” shall mean, as at any date of determination, the total
liabilities of Holdings and its Subsidiaries which may properly be classified as current
liabilities (other than (a) the current portion of any long term debt or Capital Lease
Obligations and (b) short term debt and (c) amounts payable under The Sopris Performance
Share Plan 2004, effective as of February 1, 2004) on a consolidated balance sheet of
Holdings and its Subsidiaries in accordance with GAAP.
	 
	 	 	“Consolidated Depreciation Expense” shall mean, for any period, the depreciation expense of
Holdings and its Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP.
	 
	 	 	“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period,
adjusted by (x) adding thereto, (i) for purposes of determining compliance with Section
8.3 only, the Cure Amount, if any, received by Holdings and contributed to the Company
in cash for such period and permitted to be included in Consolidated EBITDA pursuant to
Section 9.6 and (ii) in each case only to the extent (and in the same proportion)
deducted in determining such Consolidated Net Income and without duplication (and with
respect to the portion of Consolidated Net Income attributable to any Subsidiary of the
Company only if a corresponding amount would be permitted at the date of determination to be
distributed to the Company by such Subsidiary without prior approval (that has not been
obtained), pursuant to the terms of its Organizational Documents and all agreements,
instruments and Requirements of Law applicable to such Subsidiary or its equityholders):




-7-









 












     (a) Consolidated Interest Expense for such period,




     (b) Consolidated Amortization Expense for such period,




     (c) Consolidated Depreciation Expense for such period,




     (d) Consolidated Tax Expense for such period,




     (e) nonrecurring employee severance costs incurred for such period beginning on January
1, 2007,




     (f) Permitted Management Fees and Expenses for such period,




     (g) costs and expenses incurred in connection with the Transactions and Related
Transactions for such period,




     (h) amortization of inventory write-ups under APB 16 for such period,




     (i) any impairment of goodwill and other intangible assets occurring during such
period,




     (j) any amounts paid with respect to the termination of the Stock Option Plan during
such period,




     (k) any equity based compensation paid to officers, directors, managers, members or
employees of Holdings or any of its Subsidiaries during such period, and




     (l) the aggregate amount of all other non-cash charges reducing Consolidated Net Income
(excluding any non-cash charge that results in an accrual of a reserve for cash charges in
any future period) for such period, and




	 	 	(y) subtracting therefrom the aggregate amount of all non-cash items increasing Consolidated
Net Income (other than the accrual of revenue or recording of receivables in the ordinary
course of business), provided that, notwithstanding anything to the contrary contained
herein (including the definition of “Test Period”), Consolidated EBITDA shall be deemed to
be (i) $10,846,013 for the Fiscal Quarter ended June 30, 2006, (ii) $16,329,223 for the
Fiscal Quarter ended September 30, 2006, and (iii) $1,323,633 for the Fiscal Quarter ended
December 31, 2006.






          Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to the
Acquisition, any Permitted Acquisition and Asset Sales (other than any dispositions in the
ordinary course of business) consummated at any time on or after the first day of the Test
Period and prior to the date of determination as if the Acquisition and each such Permitted
Acquisition had been effected on the first day of such period and as if each such Asset Sale
had been consummated on the day prior to the first day of such period. Notwithstanding
anything herein to the contrary, the Required Note-Holders shall have the sole right and
authority to approve the pro forma adjustments made to Consolidated EBITDA in connection
with any Permitted Acquisition or Asset Sale.



-8-









 






	 	 	“Consolidated Indebtedness” shall mean, as at any date of determination, the aggregate
amount of all Indebtedness of the Company and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP.






	 	 	“Consolidated Interest Expense” shall mean, for any period, the total consolidated interest
expense of the Company and its Subsidiaries for such period determined on a consolidated
basis in accordance with GAAP plus, without duplication:






     (a) imputed interest on Capital Lease Obligations and Attributable Indebtedness of the
Company and its Subsidiaries for such period;




     (b) commissions, discounts and other fees and charges owed by the Company or any of its
Subsidiaries with respect to letters of credit securing financial obligations, bankers’
acceptance financing and receivables financings for such period;




     (c) amortization of debt issuance costs, debt discount or premium and other financing
fees and expenses incurred by the Company or any of its Subsidiaries for such period;




     (d) cash contributions to any employee stock ownership plan or similar trust made by
the Company or any of its Subsidiaries to the extent such contributions are used by such
plan or trust to pay interest or fees to any Person (other than the Company or a Wholly
Owned Subsidiary) in connection with Indebtedness incurred by such plan or trust for such
period;




     (e) all interest paid or payable with respect to discontinued operations of the Company
or any of its Subsidiaries for such period;




     (f) the interest portion of any deferred payment obligations of the Company or any of
its Subsidiaries for such period; and




     (g) all interest on any Indebtedness of the Company or any of its Subsidiaries of the
type described in clause (f) or (k) of the definition of “Indebtedness” for such period;




	 	 	provided that (a) to the extent directly related to the Transactions and the Related
Transactions, debt issuance costs, debt discount or premium and other financing fees and
expenses shall be excluded from the calculation of Consolidated Interest Expense and
(b) Consolidated Interest Expense shall be calculated after giving effect to Hedging
Agreements related to interest rates (including associated costs), but excluding unrealized
gains and losses with respect to Hedging Agreements related to interest rates.






          Consolidated Interest Expense shall be calculated on a Pro Forma Basis to give effect
to any Indebtedness incurred, assumed or permanently repaid or extinguished at any time on
or after the first day of the Test Period and prior to the date of determination in
connection with the Acquisition, any Permitted Acquisitions and Asset Sales (other than any
dispositions in the ordinary course of business) as if such



-9-









 







incurrence, assumption, repayment or extinguishing had been effected on the first day
of such period.




	 	 	“Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss)
of the Company and its Subsidiaries determined on a consolidated basis in accordance with
GAAP; provided that there shall be excluded from such net income (to the extent otherwise
included therein), without duplication:






     (a) the net income (or loss) of any Person (other than a Subsidiary of the Company) in
which any Person other than the Company and its Subsidiaries has an ownership interest,
except to the extent that cash in an amount equal to any such income has actually been
received by the Company or (subject to clause (b) below) any of its Subsidiaries during such
period;




     (b) the net income of any Subsidiary of the Company during such period to the extent
that the declaration or payment of dividends or similar distributions by such Subsidiary of
that income is not permitted by operation of the terms of its Organizational Documents or
any agreement, instrument or Requirement of Law applicable to that Subsidiary during such
period, except that the Company equity in net loss of any such Subsidiary for such period
shall be included in determining Consolidated Net Income;




     (c) any gain (or loss), together with any related provisions for taxes on any such gain
(or the tax effect of any such loss), realized during such period by the Company or any of
its Subsidiaries upon any Asset Sale (other than any dispositions in the ordinary course of
business) by the Company or any of its Subsidiaries;




     (d) gains and losses due solely to fluctuations in currency values and the related tax
effects determined in accordance with GAAP for such period;




     (e) earnings and losses resulting from any reappraisal, revaluation or write-up or
write-down of assets;




     (f) unrealized gains and losses with respect to Hedging Obligations for such period;
and




     (g) any extraordinary or nonrecurring gain (or extraordinary or nonrecurring loss),
together with any related provision for taxes on any such gain (or the tax effect of any
such loss), recorded or recognized by the Company or any of its Subsidiaries during such
period.




          For purposes of this definition of “Consolidated Net Income,” (1) “nonrecurring” means
any gain or loss as of any date that is not reasonably likely to recur within the two years
following such date; provided that if there was a gain or loss similar to such gain or loss
within the two years preceding such date, such gain or loss shall not be deemed nonrecurring
and (2) Consolidated Net Income shall be reduced (to the extent not already reduced thereby)
by the amount of any payments to or on behalf of Holdings made pursuant to
Sections 8.2(h)(iii) and (iv).



-10-









 






	 	 	“Consolidated Tax Expense” shall mean, for any period, the tax expense of the Company and
its Subsidiaries, for such period, determined on a consolidated basis in accordance with
GAAP.






	 	 	“Contested Asset Lien Conditions” shall mean, with respect to any Permitted Lien of the type
described in clauses (i), (ii), (v) and (vi) of Section 8.2(b), the following
conditions:






     (a) the Company shall cause any proceeding instituted contesting such Lien on such
asset to stay the sale or forfeiture of any portion of such asset on account of such Lien;
and




     (b) at the option and at the request of the Administrative Agent or the Required
Note-Holders, to the extent such Lien is in an amount in excess of $500,000, the appropriate
Issuer Party shall maintain cash reserves in an amount sufficient to pay and discharge such
Lien and the Administrative Agent’s or Required Note-Holders’, as applicable, reasonable
estimate of all interest and penalties related thereto.




	 	 	“Contingent Obligation” shall mean, as to any Person, any obligation, agreement,
understanding or arrangement of such Person guaranteeing or intended to guarantee any
Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other
Person (the “primary obligor”) in any manner, whether directly or indirectly, including any
obligation of such Person, whether or not contingent, (a) to purchase any such primary
obligation or any property constituting direct or indirect security therefor; (b) to advance
or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to
maintain working capital or equity capital of the primary obligor or otherwise to maintain
the net worth or solvency of the primary obligor; (c) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary obligation of
the ability of the primary obligor to make payment of such primary obligation; (d) with
respect to bankers’ acceptances, letters of credit and similar credit arrangements, until a
reimbursement obligation arises (which reimbursement obligation shall constitute
Indebtedness); or (e) otherwise to assure or hold harmless the holder of such primary
obligation against loss in respect thereof; provided, however, that the term “Contingent
Obligation” shall not include endorsements of instruments for deposit or collection in the
ordinary course of business or any product warranties. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or determinable amount of the
primary obligation in respect of which such Contingent Obligation is made (or, if less, the
maximum amount of such primary obligation for which such Person may be liable, whether
singly or jointly, pursuant to the terms of the instrument evidencing such Contingent
Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof (assuming such Person is required to perform thereunder) as determined by
such Person in good faith.






	 	 	“Contract,” with respect to any Person, shall mean any agreement, contract, note, bond,
mortgage, indenture, guarantee, lease, sublease, license, sublicense or other instrument or
obligation (whether written or oral) to which such Person is a party or by which it or any
portion of its properties or assets may be bound.




-11-









 






	 	 	“Control” shall mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the ownership of
voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled”
shall have meanings correlative thereto.
	 
	 	 	“Controlled Investment Affiliate” shall mean, as to any Person, any other Person which
directly or indirectly is in Control of, is Controlled by, or is under common Control with,
such Person and is organized by such Person (or any Person Controlling such Person)
primarily for making equity or debt investments in, or management or advisory services for,
Holdings, the Company or any other portfolio companies.
	 
	 	 	“Cure Amount” shall have the meaning assigned to such term in Section 9.6.
	 
	 	 	“Cure Right” shall have the meaning assigned to such term in Section 9.6.
	 
	 	 	“Debt Issuance” shall mean the incurrence by Holdings or any of its Subsidiaries of any
Indebtedness after the Closing Date (other than as permitted by Section 8.2(a).
	 
	 	 	“Default” shall mean any event, occurrence or condition which is, or upon notice, lapse of
time or both would constitute, an Event of Default.
	 
	 	 	“Disqualified Capital Stock” shall mean any (A) MIP Unit and (B) Equity Interest which, by
its terms (or by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as
the result of an optional redemption by the issuer thereof) or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the
holder thereof, in whole or in part, on or prior to six (6) months following the Maturity
Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer
thereof) for (i) debt securities or (ii) any Equity Interests referred to in (a) above, in
each case at any time on or prior to six (6) months following the Maturity Date, or
(c) contains any repurchase obligation which may come into effect prior to payment in full
of all Obligations.
	 
	 	 	“Dividend” with respect to any Person shall mean that such Person has declared or paid a
dividend or returned any equity capital to the holders of its Equity Interests or authorized
or made any other distribution, payment or delivery of property (other than Qualified
Capital Stock of such Person) or cash to the holders of its Equity Interests as such, or
redeemed, retired, purchased or otherwise acquired, directly or indirectly, for
consideration any of its Equity Interests outstanding (or any options or warrants issued by
such Person with respect to its Equity Interests), or set aside any funds for any of the
foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise
acquire for consideration any of the Equity Interests of such Person outstanding (or any
options or warrants issued by such Person with respect to its Equity Interests). Without
limiting the foregoing, “Dividends” with respect to any Person shall also include all
payments made or required to be made by such Person with respect to any stock appreciation
rights, plans, equity incentive or achievement plans or any similar plans or setting aside
of any funds for the foregoing purposes.




-12-









 






	 	 	“Dollars” and the sign “$” shall each mean the lawful money of the United States of America.
	 
	 	 	“Domestic Subsidiary” shall mean each direct or indirect Subsidiary of an Issuer Party which
is organized under the laws of the United States or any state or territory thereof.
	 
	 	 	“Embargoed Person” shall have the meaning assigned to such term in Section 8.2(s).
	 
	 	 	“Environment” shall mean ambient air, indoor air, surface water and groundwater (including
potable water, navigable water and wetlands), the land surface or subsurface strata, natural
resources, the workplace or as otherwise defined in any Environmental Law.
	 
	 	 	“Environmental Claim” shall mean any claim, notice, demand, order, action, suit, proceeding
or other communication alleging liability for or obligation with respect to any
investigation, remediation, removal, cleanup, response, corrective action, damages to
natural resources, personal injury, property damage, fines, penalties or other costs
resulting from, related to or arising out of (i) the presence, Release or threatened Release
in or into the Environment of Hazardous Material at any location or (ii) any violation or
alleged violation of any Environmental Law, and shall include any claim seeking damages,
contribution, indemnification, cost recovery, compensation or injunctive relief resulting
from, related to or arising out of the presence, Release or threatened Release of Hazardous
Material or alleged injury or threat of injury to health, safety or the Environment.
	 
	 	 	“Environmental Law” shall mean any and all present and future treaties, laws, statutes,
ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent decrees,
code or other binding requirements, and the common law, but only to the extent any of the
foregoing is legally binding upon the Company and its Subsidiaries, relating to protection
of public health or the Environment, the Release or threatened Release of Hazardous
Material, natural resources or natural resource damages, or occupational safety or health,
and any and all Environmental Permits.
	 
	 	 	“Environmental Permit” shall mean any permit, license, approval, registration, notification,
exemption, consent or other authorization required by or from a Governmental Authority under
Environmental Law.
	 
	 	 	“Equity Financing” shall mean the cash equity investment in Holdings by the Equity Investors
as the same is further invested in cash equity in the Company on or prior to the Closing
Date, in an amount not less than $140.0 million on terms and conditions satisfactory to the
Required Note-Holders (which amount shall include the amount of the purchase price for
capital stock of Target which any Seller received in Equity Interests of Holdings in lieu of
cash in connection with the Acquisition in an amount not to exceed $10.0 million).
	 
	 	 	“Equity Interest” shall mean, with respect to any Person, any and all shares, interests,
participations or other equivalents, including membership interests (however designated,
whether voting or nonvoting), of equity of such Person, including, if such Person is a




-13-









 






	 	 	partnership, partnership interests (whether general or limited) and any other interest or
participation that confers on a Person the right to receive a share of the profits and
losses of, or distributions of property of, such partnership, whether outstanding on the
date hereof or issued after the Closing Date, but excluding debt securities convertible or
exchangeable into such equity.
	 
	 	 	“Equity Investors” shall mean Sponsor, its Controlled Investment Affiliates (other than
Holdings and its Subsidiaries), officers of Holdings and its Subsidiaries and one or more
investors satisfactory to the Sponsor.
	 
	 	 	“Equity Issuance” shall mean, without duplication, (i) any issuance or sale by Holdings
after the Closing Date of any Equity Interests in Holdings (including any Equity Interests
issued upon exercise of any warrant or option) or any warrants or options to purchase Equity
Interests or (ii) any contribution to the capital of Holdings; provided, however, that an
Equity Issuance shall not include (x) any such sale or issuance by Holdings of its Equity
Interests (including its Equity Interests issued upon exercise of any warrant or option or
warrants or options to purchase its Equity Interests but excluding Disqualified Capital
Stock), in each case, to officers or employees of any Company pursuant to (A) an employee
stock plan and (B) any other sale or issuance approved by the Board of Directors of Holdings
in an amount not to exceed $1.0 million, (y) any Permitted Cure Securities and (z) any such
issuance or sale to the Equity Investors (including, without limitation, any Excluded
Issuance).
	 
	 	 	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be
amended from time to time.
	 
	 	 	“ERISA Affiliate” shall mean, with respect to any Person, any trade or business (whether or
not incorporated) that, together with such Person, is treated as a single employer under
Section 414 of the Code.
	 
	 	 	“ERISA Event” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or
the regulations issued thereunder, with respect to a Plan (other than an event for which the
30-day notice period is waived by regulation); (b) the existence with respect to any Plan of
an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of
ERISA), whether or not waived; (c) the failure to make by its due date a required
installment under Section 412(m) of the Code with respect to any Plan or the failure to make
any required contribution to a Multiemployer Plan; (d) the filing pursuant to Section 412(d)
of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (e) the incurrence by any Issuer Party or any of its
ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of
any Plan; (f) the receipt by any Issuer Party or any of its ERISA Affiliates from the PBGC
or a plan administrator of any notice relating to the intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan, or the occurrence of any event or
condition which could reasonably be expected to constitute grounds under ERISA for the
termination of, or the appointment of a trustee to administer, any Plan; (g) the incurrence
by any Issuer Party or any of its ERISA Affiliates of any liability with respect to the
withdrawal from any Plan or




-14-









 






	 	 	Multiemployer Plan; (h) the receipt by any Issuer Party or its ERISA Affiliates of any
notice, concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the
meaning of Title IV of ERISA; (i) the “substantial cessation of operations” within the
meaning of Section 4062(e) of ERISA with respect to a Plan; (j) the making of any amendment
to any Plan which could result in the imposition of a lien or the posting of a bond or other
security; and (k) the occurrence of a nonexempt prohibited transaction (within the meaning
of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to
result in liability to any Issuer Party.
	 
	 	 	“Event of Default” shall have the meaning assigned to such term in Section 9.1.
	 
	 	 	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
	 
	 	 	“Excluded Issuance” shall mean an issuance and sale of Qualified Capital Stock of Holdings
to the Equity Investors, to the extent such Qualified Capital Stock is used, or the Net Cash
Proceeds thereof shall be, within 90 days of the consummation of such issuance and sale,
used, without duplication, to finance Capital Expenditures or one or more Permitted
Acquisitions.
	 
	 	 	“Executive Order” shall have the meaning assigned to such term in Section 5.22.
	 
	 	 	“Existing Lien” shall have the meaning assigned to such term in Section 8.2(b)(iii).
	 
	 	 	“Extraordinary Event” shall mean any purchase price adjustment, indemnity payment or pension
plan revision. For the avoidance of doubt, “Extraordinary Event” shall not include a
Casualty Event.
	 
	 	 	“Financial Covenants” shall mean the covenants set forth in Section 8.3.
	 
	 	 	“Financial Officer” of any Person shall mean the chief financial officer of such Person.
	 
	 	 	“Fiscal Quarter” shall mean each 3 fiscal month period ending on March 31, June 30,
September 30 or December 31 of each year.
	 
	 	 	“Fiscal Year” shall mean, with respect to the Issuer Parties, the twelve (12) month
accounting period of the Issuer Parties commencing January 1 of each calendar year and
ending December 31 of such calendar year.
	 
	 	 	“Foreign Purchaser” shall mean a Purchaser who is not a “United States Person” within the
meaning of Section 7701(a)(30) of the Code.
	 
	 	 	“Foreign Subsidiary” shall mean a Subsidiary that is organized under the laws of a
jurisdiction other than the United States or any state or territory thereof.
	 
	 	 	“GAAP” shall mean generally accepted accounting principles in the United States applied on a
consistent basis.




-15-









 






	 	 	“GCO” shall have the meaning assigned to such term in the preamble hereto.
	 
	 	 	“GCSFF” shall have the meaning assigned to such term in the preamble hereto.
	 
	 	 	“Governmental Authority” shall mean the government of the United States or any other nation,
or of any political subdivision thereof, whether state, provincial or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government (including any supra-national bodies such as the European
Union or the European Central Bank).
	 
	 	 	“Governmental Real Property Disclosure Requirements” shall mean any Requirement of Law of
any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee
or other transferee of any Real Property, facility, establishment or business, or
notification, registration or filing to or with any Governmental Authority, in connection
with the sale, lease, mortgage, assignment or other transfer (including any transfer of
control) of any Real Property, facility, establishment or business, of the actual or
threatened presence or Release in or into the Environment, or the use, disposal or handling
of Hazardous Material on, at, under or near the Real Property, facility, establishment or
business to be sold, leased, mortgaged, assigned or transferred.
	 
	 	 	“Guarantor” shall mean Holdings, each Subsidiary Guarantor and each other Person that enters
into any Guaranty Obligations with respect to any Obligation.
	 
	 	 	“Guaranty” shall mean the Guaranty substantially in the form of Exhibit B, made by
each Guarantor from time to time party thereto in favor of Administrative Agent.
	 
	 	 	“Guaranty Obligations” shall mean any obligation, contingent or otherwise, of or by any
Person (the “guarantor”) guarantying or having the economic effect of guarantying any
Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, and including any obligation of the guarantor, direct or
indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation or to purchase (or to advance or supply funds for the
purchase of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or other obligation or (d) as an account party in
respect of any letter of credit or letter of guaranty issued to support such Indebtedness or
obligation; provided, that the term Guaranty Obligations shall not include endorsements for
collection or deposit in the ordinary course of business.
	 
	 	 	“Hazardous Materials” shall mean the following: hazardous substances; hazardous wastes;
polychlorinated biphenyls (“PCBs”) or any substance or compound containing PCBs; asbestos or
any asbestos-containing materials in any form or condition; radon or any other radioactive
materials including any source, special nuclear or by-product




-16-









 






	 	 	material; petroleum, crude oil or any fraction thereof; and any other pollutant or
contaminant or chemicals, wastes, materials, compounds, constituents or substances, subject
to regulation or which can give rise to liability under any Environmental Laws.
	 
	 	 	“Hedging Agreement” shall mean any swap, cap, collar, forward purchase or similar agreements
or arrangements dealing with interest rates, currency exchange rates or commodity prices,
either generally or under specific contingencies.
	 
	 	 	“Hedging Obligations” shall mean obligations under or with respect to Hedging Agreements.
	 
	 	 	“Holdings” shall have the meaning assigned to such term in the preamble hereto and shall
include any successors and assigns in accordance with Section 8.2(t). Holdings
shall not include any entity that has been released from its obligations under this
Agreement in accordance with Section 8.2(t).
	 
	 	 	“Holdings Equityholders Agreement” shall mean the Amended and Restated Limited Liability
Company Agreement of Holdings by and among the Persons named therein, as amended, modified
or supplemented from time to time in accordance with the terms hereof and thereof.
	 
	 	 	“Indebtedness” of any Person shall mean, without duplication, (a) all obligations of such
Person for borrowed money or advances; (b) all obligations of such Person evidenced by
bonds, debentures, notes or similar instruments; (c) all obligations of such Person upon
which interest charges are customarily paid or accrued; (d) all obligations of such Person
under conditional sale or other title retention agreements relating to property purchased by
such Person; (e) all obligations of such Person issued or assumed as the deferred purchase
price of property or services (excluding trade accounts payable and accrued obligations
incurred in the ordinary course of business on normal trade terms and not overdue by more
than 120 days); (f) all Indebtedness of others secured by any Lien on property owned or
acquired by such Person, whether or not the obligations secured thereby have been assumed,
but limited to the fair market value of such property; (g) all Capital Lease Obligations,
Purchase Money Obligations and synthetic lease obligations of such Person; (h) for purposes
of Section 8.2(a), all Hedging Obligations to the extent required to be reflected on
a balance sheet of such Person; (i) all Attributable Indebtedness of such Person; (j) all
obligations of such Person for the reimbursement of any obligor in respect of letters of
credit, letters of guaranty, bankers’ acceptances and similar credit transactions; and
(k) all Contingent Obligations of such Person in respect of Indebtedness or obligations of
others of the kinds referred to in clauses (a) through (j) above. The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any partnership in
which such Person is a general partner) to the extent such Person is liable therefor as a
result of such Person’s ownership interest in or other relationship with such entity, except
(other than in the case of general partner liability) to the extent that terms of such
Indebtedness expressly provide that such Person is not liable therefor. Notwithstanding the
foregoing, Indebtedness shall not mean any operating lease rental expense to the extent that
such rental expense is required to be recognized as a




-17-









 






	 	 	deferred liability on any Person’s balance sheet in accordance with Statement of Financial
Accounting Standard No. 13.
	 
	 	 	“Indemnified Party” shall have the meaning assigned to such term in Section 7.1.
	 
	 	 	“Insurance Policies” shall mean the insurance policies and coverages required to be
maintained by each Issuer Party which is an owner of Mortgaged Property with respect to the
applicable Mortgaged Property pursuant to Section 8.1(d) and all renewals and
extensions thereof.
	 
	 	 	“Insurance Requirements” shall mean, collectively, all provisions of the Insurance Policies,
all requirements of the issuer of any of the Insurance Policies and all orders, rules,
regulations and any other requirements of the National Board of Fire Underwriters (or any
other body exercising similar functions) binding upon each Issuer Party which is an owner of
Mortgaged Property and applicable to the Mortgaged Property or any use or condition thereof.
	 
	 	 	“Intellectual Property” shall have the meaning assigned to such term in
Section 8.1(c)(i).
	 
	 	 	“Investments” shall have the meaning assigned to such term in Section 8.2(d).
	 
	 	 	“IPO” shall mean the first underwritten public offering by Holdings of its Equity Interests
after the Closing Date pursuant to a registration statement filed with the SEC in accordance
with the Securities Act with gross proceeds of at least $25,000,000.
	 
	 	 	“Issuer Party” shall mean Holdings, the Company and each Subsidiary of Holdings and the
Company.
	 
	 	 	“Joinder Agreement” shall mean a joinder agreement substantially in the form of
Exhibit F.
	 
	 	 	“Leases” shall mean any and all leases, subleases, tenancies, options, concession
agreements, rental agreements, occupancy agreements, franchise agreements, access agreements
and any other agreements (including all amendments, extensions, replacements, renewals,
modifications and/or guarantees thereof), whether or not of record and whether now in
existence or hereafter entered into, affecting the use or occupancy of all or any portion of
any Real Property.
	 
	 	 	“Liabilities” shall have the meaning assigned to such term in Section 7.1.
	 
	 	 	“Lien” shall mean, with respect to any property, (a) any mortgage, deed of trust, lien,
pledge, encumbrance, claim, charge, assignment, hypothecation, security interest or
encumbrance of any kind or any arrangement to provide priority or preference or any filing
of any financing statement under the UCC or any other similar notice of lien under any
similar notice or recording statute of any Governmental Authority, including any easement,
right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases
whether voluntary or imposed by law, and any agreement to give any of




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	 	 	the foregoing; (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease having
substantially the same economic effect as any of the foregoing) relating to such property;
and (c) in the case of securities, any purchase option, call or similar right of a third
party with respect to such securities.
	 
	 	 	“MAC” shall have the meaning assigned to such term in the preamble hereto.
	 
	 	 	“Management Services Agreement” shall mean Amended and Restated Limited Liability Company
Agreement of Holdings.
	 
	 	 	“Margin Stock” shall have the meaning assigned to such term in Regulation U.
	 
	 	 	“Material Adverse Effect” shall mean (a) a material adverse effect on the business,
property, results of operations or condition, financial or otherwise, of any Issuer Party,
taken as a whole; (b) material impairment of the ability of the Issuer Parties to fully and
timely perform any of their obligations under any Transaction Document; or (c) material
impairment of the rights of or benefits or remedies available to the Purchasers or the
Administrative Agent under any Transaction Document.
	 
	 	 	“Material Contracts” shall mean the following Contracts to which the Holdings or any of its
Subsidiaries is a party to as of the date hereof, which Contracts are listed on Schedule
5.9:






     (a) any Contract relating to or evidencing Indebtedness of Holdings or any of its
Subsidiaries, including mortgages, other grants of security interests, guarantees or notes;




     (b) any Contract providing for the payment of royalties by Holdings or any of its
Subsidiaries;




     (c) any Contract pursuant to which Holdings or any of its Subsidiaries has provided
funds to or made any loan, capital contribution or other investment in, or assumed any
liability or obligation of, any Person;




     (d) any Contract with any Governmental Authority;




     (e) any Contract with an Affiliate of Holdings or any of its Subsidiaries;




     (f) any employment, consulting or management Contract that provides for annual
compensation in excess of $100,000;




     (g) any Contract that limits, or purports to limit, the ability of Holdings or any of
its Subsidiaries to compete in any line of business or with any Person or in any geographic
area or during any period of time, or that restricts the right of Holdings or any of its
Subsidiaries to sell to or purchase from any Person or to hire any Person, or that grants
the other party or any third Person “most favored nation” status or any type of special
discount rights;



-19-









 






     (h) any Contract with any labor union or providing for benefits under any Plan;




     (i) any development agreements relating to the development of product content, design
or layout of significant components of programs and files;




     (j) any agreements relating to the acquisition or disposition of businesses;




     (k) any Contracts involving any joint venture, partnership, strategic alliance,
shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or
similar arrangement;




     (l) any Contracts (or series of related Contracts) relating to capital expenditures in
excess of $250,000;




     (m) any material licenses by which Holdings or any of its Subsidiaries has obtained
rights under any Intellectual Property that is utilized in its business other than (A)
licenses for standard, off-the-shelf software and (B) agreements in which the license is
incidental to the agreement;




     (n) any Contracts (or series of related Contracts) requiring or that have resulted in
payments in excess of $350,000 in the aggregate over the term of the Contract (or series of
related Contracts, as the case may be) that cannot be canceled without penalty or further
payment; and




     (o) any Contract pursuant to which Holdings or any of its Subsidiaries is the
beneficiary of any non-competition provision that remains in effect on the date hereof.




	 	 	“Material Indebtedness” shall mean (a) Indebtedness under the Senior Documents and (b) any
other Indebtedness (other than the Notes) or Hedging Obligations of Holdings or any of its
Subsidiaries in an aggregate outstanding principal amount exceeding $2.5 million. For
purposes of determining Material Indebtedness, the “principal amount” in respect of any
Hedging Obligations of any Issuer Party at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that such Issuer Party would be required to pay if
the related Hedging Agreement were terminated at such time.
	 
	 	 	“Maturity Date” shall mean April 11, 2014.
	 
	 	 	“Merger” shall have the meaning assigned to such term in the second recital hereto.
	 
	 	 	“Merger Certificate” shall have the meaning assigned to such term in the recitals hereto.
	 
	 	 	“MIP” shall mean VSS-Cambium Management LLC, a Delaware limited liability company.
	 
	 	 	“MIP Units” shall mean the Equity Interests of MIP.




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	 	 	“Mortgage” shall mean an agreement, including, but not limited to, a mortgage, deed of trust
or any other document, creating and evidencing a Lien in favor of the Senior Agent on a
Mortgaged Property, with such schedules and including such provisions as shall be necessary
to conform such document to applicable local or foreign law or as shall be customary under
applicable local or foreign law.
	 
	 	 	“Mortgaged Property” shall mean each Real Property identified as a Mortgaged Property on
Schedule 1 to this Agreement.
	 
	 	 	“Multiemployer Plan” shall mean a multiemployer plan within the meaning of
Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Issuer Party or any ERISA
Affiliate is then making or accruing an obligation to make contributions; (b) to which any
Issuer Party or any ERISA Affiliate has within the preceding five plan years made
contributions; or (c) with respect to which any Issuer Party could incur liability.
	 
	 	 	“Net Cash Proceeds” shall mean:






     (a) with respect to any Asset Sale (other than any issuance or sale of Equity
Interests), the cash proceeds received by Holdings or any of its Subsidiaries (including
cash proceeds subsequently received (as and when received by Holdings or any of its
Subsidiaries) in respect of non-cash consideration initially received) net of (i) selling
expenses (including reasonable brokers’ fees or commissions, legal, accounting and other
professional and transactional fees, transfer and similar taxes and the Company’s good faith
estimate of income taxes paid or payable in connection with such sale); (ii) amounts
provided as a reserve, in accordance with GAAP, against (x) any liabilities under any
indemnification obligations associated with such Asset Sale or (y) any other liabilities
retained by Holdings or any of its Subsidiaries associated with the properties sold in such
Asset Sale (provided that, to the extent and at the time any such amounts are released from
such reserve, such amounts shall constitute Net Cash Proceeds); (iii) the Company’s good
faith estimate of payments required to be made with respect to unassumed liabilities
relating to the properties sold within 360 days of such Asset Sale (provided that, to the
extent such cash proceeds are not used to make payments in respect of such unassumed
liabilities within 360 days of such Asset Sale, such cash proceeds shall constitute Net Cash
Proceeds); and (iv) the principal amount, premium or penalty, if any, interest and other
amounts on any Indebtedness or borrowed money which is secured by a Lien on the properties
sold in such Asset Sale (so long as such Lien was permitted to encumber such properties
under the Transaction Documents at the time of such sale) and which is repaid with such
proceeds (other than any such Indebtedness assumed by the purchaser of such properties);




     (b) with respect to any Debt Issuance, any Equity Issuance or any other issuance or
sale of Equity Interests by Holdings or any of its Subsidiaries, the cash proceeds thereof,
net of customary fees, commissions, costs and other expenses incurred in connection
therewith;




     (c) with respect to any Casualty Event, the cash insurance proceeds, condemnation
awards and other compensation received in respect thereof, net of all



-21-









 







Taxes and reasonable costs and expenses incurred in connection with the collection of
such proceeds, awards or other compensation in respect of such Casualty Event; and




     (d) with respect to any Extraordinary Event, the cash proceeds or other compensation
received in respect thereof, net of all reasonable costs and expenses incurred in connection
with the collection of such proceeds, awards or other compensation in respect of such
Extraordinary Event.




	 	 	“Notes” shall mean, collectively, (i) the Closing Notes and (ii) the PIK Notes.
	 
	 	 	“Notice of Intent to Cure” shall have the meaning assigned to such term in Section
8.1(s)(xii).
	 
	 	 	“NY Mezzanine” shall have the meaning assigned to such term in the preamble hereto.
	 
	 	 	“NY Parallel” shall have the meaning assigned to such term in the preamble hereto.
	 
	 	 	“Obligations” shall mean the obligations, liabilities and indebtedness of the Issuer Parties
under the Transaction Documents including, without limitation, (a) the obligation to pay
principal (including, without limitation, any PIK Amount that has been added to the
principal), interest (including, without limitation, interest accrued after the commencement
of a proceeding under the Bankruptcy Code in which any Issuer Party is a debtor, whether or
not a claim in respect of such interest is an allowed claim in such proceeding), charges,
expenses, fees, attorneys’ fees and disbursements, indemnities and any other amounts payable
by any Issuer Party under any Transaction Document and (b) the obligation of any Issuer
Party to reimburse any amount in respect of any of the foregoing that the Administrative
Agent and/or the Purchasers, in accordance with the provisions of any Transaction Document,
may elect to pay or advance on behalf of any Issuer Party.
	 
	 	 	“Observer” shall have the meaning assigned to such term in Section 8.1(o)(i).
	 
	 	 	“OFAC” shall have the meaning assigned to such term in Section 3.22.
	 
	 	 	“Officer’s Certificate” shall mean a certificate executed by the chief executive officer or
the president or one of the Financial Officers, each in his or her official (and not
individual) capacity.
	 
	 	 	“Organizational Documents” shall mean, with respect to any Person, (i) in the case of any
corporation, the certificate of incorporation and by-laws (or similar documents) of such
Person, (ii) in the case of any limited liability company, the certificate of formation and
operating agreement (or similar documents) of such Person, (iii) in the case of any limited
partnership, the certificate of formation and limited partnership agreement (or similar
documents) of such Person, (iv) in the case of any general partnership, the partnership
agreement (or similar document) of such Person and (v) in any other case, the functional
equivalent of the foregoing.
	 
	 	 	“Original Issuance Amount” shall mean Fifty Million Dollars ($50,000,000).




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	 	 	“Other Taxes” shall have the meaning assigned to such term in Section 2.6(b).
	 
	 	 	“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.
	 
	 	 	“Permitted Acquisition” shall mean any transaction for the (a) acquisition of all or
substantially all of the property of any Person, or of any business or division of any
Person; or (b) acquisition (including by merger or consolidation) of the Equity Interests of
any Person that becomes a Subsidiary after giving effect such transaction; provided that
each of the following conditions shall be met:






     (a) no Default then exists or would result therefrom;




     (b) no Issuer Party shall, in connection with any such transaction, assume or remain
liable with respect to any Indebtedness or other liability (including any material tax or
ERISA liability) of the related seller or the business, Person or properties acquired,
except (A) to the extent permitted under Section 8.2(a) and (B) obligations not
constituting Indebtedness incurred in the ordinary course of business and necessary or
desirable to the continued operation of the underlying properties, and any other such
liabilities or obligations not permitted to be assumed or otherwise supported by any Issuer
Party hereunder shall be reflected as a reduction in the purchase price paid in full or
released as to the business, Persons or properties being so acquired on or before the
consummation of such acquisition;




     (c) the Person or business to be acquired shall be, or shall be engaged in, a business
of the type that the Company and its Subsidiaries are permitted to be engaged in under
Section 8.2(n);




     (d) all transactions in connection therewith shall be consummated in accordance with
all applicable Requirements of Law;




     (e) with respect to any transaction involving Acquisition Consideration of more than
$20.0 million, unless the Required Note-Holders shall otherwise agree, the Company shall
have provided the Administrative Agent and the Purchasers with (A) historical financial
statements for the last three Fiscal Years (or, if less, the number of years since
formation) of the Person or business to be acquired (audited if available) and unaudited
financial statements thereof for the most recent interim period which are available,
(B) reasonably detailed projections for the succeeding five years pertaining to the Person
or business to be acquired and updated projections for the Company after giving effect to
such transaction, (C) a reasonably detailed description of all material information relating
thereto and copies of all material documentation pertaining to such transaction, and (D) all
such other information and data relating to such transaction or the Person or business to be
acquired as may be reasonably requested by the Administrative Agent or the Required
Note-Holders;




     (f) the Acquisition Consideration (exclusive of any amounts financed by Excluded
Issuances) for such acquisition shall not exceed $75.0 million, and the aggregate amount of
the Acquisition Consideration (exclusive of any amounts financed



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by Excluded Issuances) for all Permitted Acquisitions since the Closing Date shall not
exceed $125.0 million; provided that any Equity Interests constituting all or a portion of
such Acquisition Consideration shall not have a cash dividend requirement on or prior to the
Maturity Date; and




     (g) at least 10 Business Days prior to the proposed date of consummation of the
transaction, the Company shall have delivered to the Administrative Agent and the Purchasers
an Officer’s Certificate certifying that (A) such transaction complies with this definition
(which shall have attached thereto reasonably detailed backup data and calculations showing
such compliance), and (B) such transaction could not reasonably be expected to result in a
Material Adverse Effect.




	 	 	“Permitted Collateral Liens” means (a) in the case of Collateral other than Mortgaged
Property, the Permitted Liens and (b) in the case of Mortgaged Property, “Permitted
Collateral Liens” shall mean the Liens described in clauses (i), (ii), (iii), (iv), (v),
(vii), (ix), (xi) and (xii) of Section 8.2(b).
	 
	 	 	“Permitted Cure Securities” means Equity Interests (if other than cash common equity
interest on terms and conditions reasonably acceptable to the Required Note-Holders) of
Holdings designated as Permitted Cure Securities in an Officer’s Certificate delivered by
the Company to the Administrative Agent that are (i) issued to the Permitted Holders or
their Controlled Investment Affiliates or (ii) issued to the then-current holders of Equity
Interests in Holdings pursuant to an offer to purchase such Equity Interests made to all
such holders, in each case in connection with Cure Rights being exercised by the Company
under Section 9.6 (the net proceeds of which are contributed in cash to the common
equity of the Company).
	 
	 	 	“Permitted Holders” shall mean (a) Sponsor and (b) its Controlled Investment Affiliates;
provided, however, that, for purposes of the definition of “Change of Control”, the term
“Permitted Holders” shall also include (i) TCW/Crescent Mezzanine Partners IV, L.P., (ii)
TCW/Crescent Mezzanine Partners IVB, L.P., (iii) MAC Capital, Ltd., (iv) New York Life
Investment Management Mezzanine Partners II, LP, (v) NYLIM Mezzanine Partners II Parallel
Fund, LP, (vi) GoldenTree Capital Solutions Fund Financing, (vii) GoldenTree Capital
Opportunities, LP and (viii) each of the Persons (other than natural persons) party to the
Management Services Agreement as of the Closing Date and such other Persons (other than
natural persons) contemplated on the Closing Date to become party thereto within 30 days
after the Closing Date, and their respective Controlled Investment Affiliates.
	 
	 	 	“Permitted Liens” shall have the meaning assigned to such term in Section 8.2(b).
	 
	 	 	“Permitted Management Fees and Expenses” shall mean such fees and expenses permitted under
Section 8.2.(i)(v).
	 
	 	 	“Permitted Tax Distributions” shall mean payments, dividends or distributions by the Company
to Holdings or the direct parent in order to pay consolidated or combined federal, state or
local taxes not payable directly by the Company or any of its Subsidiaries




-24-









 






	 	 	which payments by the Company to Holdings or its direct parent are not in excess of the tax
liabilities that would have been payable by Holdings, the Company and their Subsidiaries on
a stand-alone basis.
	 
	 	 	“Person” shall mean natural persons, corporations, limited liability companies, limited
partnerships, limited liability partnerships, general partnerships, joint stock company,
joint ventures, associations, trusts, banks, trust company, land trusts, business trusts or
other organizations, whether or not legal entities, and Governmental Authorities and their
respective permitted successors and assigns (or in the case of a Governmental Authority, the
successor functional equivalent of such Person).
	 
	 	 	“PIK Amount” shall have the meaning assigned to such term in the Closing Notes.
	 
	 	 	“PIK Notes” shall mean the promissory notes to be issued by the Company at the end of each
Fiscal Year in the original aggregate principal amount equal the PIK Amount which has
accrued during such Fiscal Year, each of which shall be substantially in the form attached
hereto as Exhibit G and each as amended, modified, replaced, substituted or renewed
from time to time in accordance with its terms.
	 
	 	 	“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of
ERISA which is maintained or contributed to by any Issuer Party or its ERISA Affiliate or
with respect to which any Issuer Party could incur liability (including under Section 4069
of ERISA).
	 
	 	 	“Premises” shall have the meaning assigned thereto in the applicable Mortgage.
	 
	 	 	“Pro Forma Basis” shall mean on a basis in accordance with GAAP or otherwise reasonably
satisfactory to the Required Note-Holders.
	 
	 	 	“Property Material Adverse Effect” shall have the meaning assigned thereto in any Mortgage.
	 
	 	 	“Purchase Money Obligation” shall mean, for any Person, the obligations of such Person in
respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of
financing all or any part of the purchase price of any property (including Equity Interests
of any Person) or the cost of installation, construction or improvement of any property and
any refinancing thereof; provided, however, that (i) such Indebtedness is incurred within
one year after such acquisition, installation, construction or improvement of such property
by such Person and (ii) the amount of such Indebtedness does not exceed 100% of the cost of
such acquisition, installation, construction or improvement, as the case may be.
	 
	 	 	“Purchaser” and “Purchasers” shall have the meanings assigned to such terms in the preamble
hereto.
	 
	 	 	“Qualified Capital Stock” of any Person shall mean any Equity Interests of such Person that
are not Disqualified Capital Stock.




-25-









 






	 	 	“Real Property” shall mean, collectively, all right, title and interest (including any
leasehold, mineral or other estate) in and to any and all parcels of or interests in real
property owned, leased or operated by any Person, whether by lease, license or other means,
together with, in each case, all easements, hereditaments and appurtenances relating
thereto, all improvements and appurtenant fixtures and equipment, all general intangibles
and contract rights and other property and rights incidental to the ownership, lease or
operation thereof.
	 
	 	 	“Refinancing” shall mean the repayment in full and the termination of any commitment to make
extensions of credit under all of the outstanding indebtedness of Holdings or any of its
Subsidiaries listed on Schedule 2.
	 
	 	 	“Register” shall have the meaning assigned to such term in Section 12.14.
	 
	 	 	“Regulation D” shall mean Regulation D of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.
	 
	 	 	“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.
	 
	 	 	“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.
	 
	 	 	“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.
	 
	 	 	“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing,
emanating or migrating of any Hazardous Material in, into, onto or through the Environment.
	 
	 	 	“Related Person” shall mean, with respect to any Person, each Affiliate of such Person and
each director, officer, employee, agent, trustee, representative, attorney, accountant and
each insurance, environmental, legal, financial and other advisor (including those retained
in connection with the satisfaction of any conditions set forth in Section 3) and
other consultants and agents of or to such Person or any of its Affiliates, together with,
if such Person is the Administrative Agent, each other Person or individual designated,
nominated or otherwise mandated by or helping the Administrative Agent pursuant to and in
accordance with Section 11.2 or any comparable provision of any Transaction
Document.
	 
	 	 	“Related Transactions” shall mean the Acquisition, the execution and delivery of the Related
Transactions Documents, the funding of the purchase price under the Acquisition Agreement
and the payment of all fees, costs and expenses associated with all of the foregoing.
	 
	 	 	“Related Transactions Documents” shall mean the Capitalization/Acquisition Documents and all
other agreements, instruments and documents executed or delivered in




-26-









 






	 	 	connection with the Related Transactions including, without limitation, the Senior
Documents.
	 
	 	 	“Required Note-Holders” shall mean holders of a majority in outstanding principal amount of
the Notes (exclusive of Notes then owned by any Issuer Party or any of its Affiliates).
	 
	 	 	“Requirements of Law” shall mean, collectively, any and all requirements of any Governmental
Authority including any and all laws, judgments, orders, decrees, ordinances, rules,
regulations, statutes or case law.
	 
	 	 	“Response” shall mean (a) ”response” as such term is defined in CERCLA, 42 U.S.C.
§ 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily
undertaken pursuant to a written agreement to (i) clean up, remove, treat, abate or in any
other way address any Hazardous Material in the Environment; (ii) prevent the Release or
threat of Release, or minimize the further Release, of any Hazardous Material; or
(iii) perform studies and investigations in connection with, or as a precondition to, or to
determine the necessity of the activities described in, clause (i) or (ii) above.
	 
	 	 	“Responsible Officer” of any Person shall mean any executive officer or Financial Officer of
such Person and any other officer or similar official thereof with responsibility for the
administration of the obligations of such Person in respect of this Agreement.
	 
	 	 	“Sale and Leaseback Transaction” has the meaning assigned to such term in Section
8.2(c).
	 
	 	 	“SEC” shall mean the Securities and Exchange Commission or any similar agency then having
jurisdiction to enforce the Securities Act.
	 
	 	 	“Securities Act” shall mean the Securities Act of 1933, as amended.
	 
	 	 	“Sellers” shall have the meaning assigned to such term in the recitals hereto.
	 
	 	 	“Senior Agent” shall mean the Person designated as “Administrative Agent” (together with any
duly appointed successor) for the Senior Lenders in the Senior Credit Agreement.
	 
	 	 	“Senior Credit Agreement” shall mean the Credit Agreement among the Company, the Senior
Agent and the financial institutions named therein or which become a party thereto, in form
and substance satisfactory to the Required Note-Holders, as the same may be amended,
restated, modified, supplemented, extended, renewed, refinanced or otherwise modified from
time to time in accordance with the terms of this Agreement.
	 
	 	 	“Senior Debt” shall mean (i) a $128,000,000 term loan facility and (ii) a $30,000,000
revolving credit facility incurred under the Senior Credit Agreement, as such amounts may be
increased in accordance with Section 8.2(a)(iii).




-27-









 






	 	 	“Senior Documents” shall mean “Loan Documents” as defined in the Senior Credit Agreement, as
the same may be amended, restated, modified, supplemented, extended, renewed, refinanced or
otherwise modified from time to time in accordance with the terms of this Agreement.
	 
	 	 	“Senior Lenders” shall mean each Person that is or shall become a lender under the Senior
Credit Agreement for so long as such Person shall be a party to the Senior Credit Agreement.
	 
	 	 	“Sponsor” shall mean VSS Communications Partners IV, L.P.
	 
	 	 	“Stock Option Plan” shall mean the Sopris Performance Share Plan 2004.
	 
	 	 	“Subordinated Indebtedness” shall mean Indebtedness of the Company or any Guarantor that is
by its terms or pursuant to a Subordination Agreement subordinated in right of payment to
the Obligations of the Company and such Guarantor, as applicable.
	 
	 	 	“Subordination Agreement” shall mean a subordination agreement to be entered into by the
Administrative Agent, the Issuer Parties and any holder of Subordinated Indebtedness, as
such agreement may be amended, restated, modified or supplemented from time to time in
accordance with its terms.
	 
	 	 	“Subsidiary” shall mean, with respect to any Person (the “parent”) at any date, (i) any
Person the accounts of which would be consolidated with those of the parent in the parent’s
consolidated financial statements if such financial statements were prepared in accordance
with GAAP as of such date, (ii) any other corporation, limited liability company,
association or other business entity of which securities or other ownership interests
representing more than 50% of the voting power of all Equity Interests entitled (without
regard to the occurrence of any contingency) to vote in the election of the Board of
Directors thereof are, as of such date, owned, controlled or held by the parent and/or one
or more subsidiaries of the parent, (iii) any partnership (a) the sole general partner or
the managing general partner of which is the parent and/or one or more subsidiaries of the
parent or (b) the only general partners of which are the parent and/or one or more
subsidiaries of the parent and (iv) any other Person that is otherwise Controlled by the
parent and/or one or more subsidiaries of the parent. Unless the context requires
otherwise, “Subsidiary” refers to a Subsidiary of the Company.
	 
	 	 	“Subsidiary Guarantor” shall mean each Subsidiary listed on Schedule 3, and each
other Subsidiary that is or becomes a party to this Agreement pursuant to Section
8.1(k).
	 
	 	 	“Target” shall have the meaning assigned to such term in the recitals hereto.
	 
	 	 	“Target Material Adverse Effect” shall mean any event, occurrence, change or effect that,
individually or in the aggregate with other events, occurrences, changes or effects, is
materially adverse to the business, properties, assets, liabilities, financial condition or
results of operations of Target and its Subsidiaries; provided, however, that a Target
Material Adverse Effect shall not include any event, occurrence, change or effect arising
out of or attributable to any of the following: (a) a general deterioration in the United




-28-









 






	 	 	States economy or in the industry in which Target and its Subsidiaries operate, provided
that such deterioration does not have a disproportionate impact or effect on Target and its
Subsidiaries, taken as a whole; or (b) changes or effects arising from the announcement or
consummation of the transactions contemplated by the Acquisition Agreement.
	 
	 	 	“Tax Return” shall mean all returns, statements, filings, attachments and other documents or
certifications required to be filed in respect of Taxes.
	 
	 	 	“Taxes” shall have the meaning assigned to such term in Section 2.6.
	 
	 	 	“Test Period” in effect at any time shall mean the most recent period of four consecutive
Fiscal Quarters of the Company ended on or prior to such time (taken as one accounting
period) in respect of which financial statements for each quarter or Fiscal Year in such
period have been or were required to be delivered pursuant to Section 8.1(a)(i) or
(ii).
	 
	 	 	“TCW IVB” shall have the meaning assigned to such term in the preamble hereto.
	 
	 	 	“TCW IV” shall have the meaning assigned to such term in the preamble hereto.
	 
	 	 	“Total Leverage Ratio” shall mean the ratio of (a)(i) for the first four full Fiscal
Quarters after the Closing Date, Consolidated Indebtedness, less letters of credit issued
pursuant to the Senior Documents outstanding not to exceed $5.0 million in the aggregate and
less the aggregate amount of non-restricted cash and Cash Equivalents that would appear on
the consolidated balance sheet of Holdings in conformity with GAAP, and (ii) at any other
date of determination, Consolidated Indebtedness, plus the simple average Revolving Exposure
(as defined in the Senior Credit Agreement) for such Test Period, less the Revolving
Exposure at such date of determination, less Letters of Credit outstanding not to exceed
$5.0 million, less the simple average amount for such Test Period of non-restricted cash and
Cash Equivalents that would appear on the consolidated balance sheet of the Company in
conformity with GAAP for such Test Period on such date, to (b) Consolidated EBITDA for the
Test Period then most recently ended.
	 
	 	 	“Transaction Documents” shall mean, collectively, this Agreement, the Notes, each Guaranty
and all other agreements, instruments and documents, whether heretofore, concurrently, or
hereafter executed by or on behalf of any Issuer Party, any of its Subsidiaries or any other
Person or delivered to the Administrative Agent and/or the Purchasers, relating to this
Agreement or to the transactions contemplated by this Agreement, as each of the same may be
amended, supplemented, restated and/or otherwise modified from time to time in accordance
with its terms.
	 
	 	 	“Transactions” shall mean, collectively, the transactions to occur on or prior to the
Closing Date pursuant to the Transaction Documents, including (a) the execution, delivery
and performance of the Transaction Documents and the initial borrowings hereunder; (b) the
Equity Financing; (c) the execution, delivery and performance of the Senior Documents and
the borrowings thereunder; and (e) the payment of all fees and expenses to be paid on or
prior to the Closing Date and owing in connection with the foregoing.




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	 	 	“UCC” shall mean the Uniform Commercial Code of any applicable jurisdiction and, if the
applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial
Code as in effect from time to time in the State of New York.
	 
	 	 	“United States” shall mean the United States of America.
	 
	 	 	“Voting Stock” shall mean, with respect to any Person, any class or classes of Equity
Interests pursuant to which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the Board of Directors of such Person.
	 
	 	 	“Wholly Owned Subsidiary” shall mean, as to any Person, (a) any corporation 100% of whose
capital stock (other than directors’ qualifying shares) is at the time owned by such Person
and/or one or more Wholly Owned Subsidiaries of such Person and (b) any partnership,
association, joint venture, limited liability company or other entity in which such Person
and/or one or more Wholly Owned Subsidiaries of such Person have a 100% equity interest at
such time.
	 
	 	 	“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in
Part I of Subtitle E of Title IV of ERISA.
	 
	1.2	 	Accounting Terms.
	 
	 	 	Except as otherwise expressly provided herein, all financial statements to be delivered
pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time
to time and all terms of an accounting or financial nature shall be construed and
interpreted in accordance with GAAP, as in effect on the date hereof unless otherwise agreed
to by the Company and the Required Note-Holders. If at any time any change in GAAP would
affect the computation of any financial ratio or requirement set forth in any Transaction
Document, and the Company notifies Administrative Agent that the Company requests an
amendment to any provision hereof to eliminate the effect of any change occurring after the
date hereof in GAAP or in the application thereof on the operation of such provision (or if
Administrative Agent notifies the Company that the Required Note-Holders request an
amendment to any provision hereof for such purpose), regardless of whether any such notice
is given before or after such change in GAAP or in the application thereof, then such
provision shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been withdrawn
or such provision amended in accordance herewith. If at any time any change in GAAP would
affect the computation of any financial ratio or requirement set forth in any Transaction
Document, and the Company, Administrative Agent or Required Note-Holders shall so request,
Administrative Agent, Purchasers and the Company shall negotiate in good faith to amend such
ratio or requirement to preserve the original intent thereof in light of such change in GAAP
(subject to the approval of the Required Note-Holders, not to be unreasonably withheld).
	 
	1.3	 	Definitional Provisions




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	 	(a)	 	References in the Transaction Documents to any agreement or contract, or
section or provision thereof or definition contained therein shall mean and be a
reference to such agreement or contract, or correlative section, provision or
definition as amended, amended and restated, refinanced, supplemented or otherwise
modified from time to time in accordance with its terms.






	 	(b)	 	Unless otherwise specified therein, all terms defined in this Agreement shall
have the defined meanings when used in the other Transaction Documents or any
certificate or other document made or delivered pursuant hereto or thereto.






	 	(c)	 	As used herein and in the Transaction Documents, and any certificate or other
document made or delivered pursuant hereto or thereto, (i) the words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation”, (ii) the word “incur” shall be construed to mean incur, create, issue,
assume, become liable in respect of or suffer to exist (and the words “incurred” and
“incurrence” shall have correlative meanings), (iii) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, capital stock,
securities, revenues, accounts, leasehold interests and contract rights, (iv) the term
“or” is not exclusive, and (v) references to agreements or other Contracts shall,
unless otherwise specified, be deemed to refer to such agreements or Contracts as
amended, supplemented, restated or otherwise modified from time to time in accordance
with the terms hereof.






	 	(d)	 	The words “hereof”, “herein” and “hereunder” and words of similar import, when
used in this Agreement, shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section, Schedule and Exhibit references
are to this Agreement unless otherwise specified.







	2.	 	PURCHASE AND SALE OF NOTES
	 
	2.1	 	Purchase and Sale of the Notes






	 	(a)	 	Subject to the terms and conditions herein set forth, the Company agrees that
it shall issue and sell to the Purchasers, and the Purchasers agree that they shall,
severally and not jointly, acquire from the Company on the Closing Date, the Closing
Notes in the aggregate original principal amount equal to the Original Issuance Amount,
appropriately completed in conformity herewith, the respective purchase price for which
shall be allocated as follows: (i) $12,973,131.22 in the case of TCW IV, (ii)
$9,526,868.78 in the case of TCW IVB, (iii) $2,500,000 in the case of MAC, (iv)
$10,000,000 in the case of GCSFF, (v) $3,000,000 in the case of GCO, (vi) $3,063,436.24
in the case of NY Parallel and (vii) $8,936,563.76 in the case of NY Mezzanine;
	 
	 	(b)	 	Each Issuer Party and the Purchasers acknowledge that the purchase prices set
forth above for each of the Closing Notes represent their relative fair market





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	 	 	 	values, and agree to be bound by this allocation for all tax purposes pursuant to
Treasury Regulation § 1.1273-2(h).






	2.2	 	Closing
	 
	 	 	The purchase and issuance of the Closing Notes under Sections 2.1(a) and
2.1(b) shall take place at the closing (the “Closing”) on April 12, 2007 (the
“Closing Date”). On the Closing Date, the Company shall deliver the Closing Notes to the
Purchasers against delivery by the Purchasers to the Company of the purchase price therefor
in the disbursement authorization letter described in Section 3.15, such purchase
price to be paid by wire transfer of immediately available funds (less amounts payable by
the Issuer Parties under Section 2.3) without duplication, to an account or accounts
specified by the Issuer Parties in such disbursement letter.
	 
	2.3	 	Fees and Expenses
	 
	 	 	On the Closing Date, the Issuer Parties, jointly and severally, shall pay and/or reimburse
all of the Purchasers’ reasonable out-of-pocket expenses (including, without limitation,
reasonable lawyers’ fees, charges and disbursements, reasonable consultants’ fees and
expenses) incurred in connection with the Closing and the transactions described herein.
All payments made pursuant to this Section 2.3 shall be made by wire transfer of
immediately available funds to the respective accounts designated by the Purchasers.
	 
	2.4	 	Financial Accounting Positions; Tax Reporting
	 
	 	 	Each of the parties hereto agrees to take reporting and other positions with respect to the
Notes that are consistent with the purchase price of the Notes set forth herein for all
financial accounting purposes, unless otherwise required by applicable GAAP or SEC rules (in
which case the parties agree not to take positions inconsistent with the purchase price of
the Notes set forth herein unless the Required Note-Holders have consented thereto, which
consent shall not be unreasonably withheld). Each of the parties to this Agreement agrees
to take reporting and other positions with respect to the Notes that are consistent with the
purchase price of the Notes set forth herein for all other purposes, including, without
limitation, for all federal, state and local tax purposes.
	 
	2.5	 	Payments






	 	(a)	 	The Issuer Parties shall make all payments under the Transaction Documents
irrespective of any right of recoupment, defense, counterclaim or set-off. Unless
otherwise stated therein, the Issuer Parties shall make all such payments not later
than 3:00 p.m. (New York City time) to each of the Purchasers on the day when due in
Dollars to the bank account most recently designated by the applicable Purchaser by a
wire transfer of immediately available funds. Payments received by any Purchaser after
3:00 p.m. (New York City time) shall be deemed received on the next Business Day.
Whenever any payment under any of the Transaction Documents is stated to be due on a
day other than a Business Day, such payment shall be due on the next Business Day and
interest shall continue to accrue on such payment.




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	 	(b)	 	Each payment by any Issuer Party pursuant to any Transaction Document shall be
applied to the amounts of such obligations owing to the Purchasers pro rata according
to the respective amounts then due and owing to the Purchasers. If any Purchaser shall
obtain payment in respect of any of the Obligations resulting in such Purchaser
receiving payment of a proportion of the aggregate amount of the Obligations owed to
such Purchaser greater than its pro rata share thereof, then the Purchaser receiving
such greater proportion shall (a) notify the Administrative Agent of such fact, and (b)
make such other adjustments as shall be equitable, so that the benefit of all such
payments shall be shared by each of the Purchasers ratably in accordance with the
aggregate amount of principal of and accrued interest on the Obligations owed to such
Purchaser, provided, that the provisions of this Section 2.5(b) shall not be
construed to apply to (x) any payment made to the Administrative Agent as reimbursement
of any costs, fees and expenses incurred by the Administrative Agent, in such capacity
and not in its capacity as a Purchaser, pursuant to and in accordance with the express
terms of this Agreement, (y) any payment obtained by a Purchaser as consideration for
the assignment of or sale of a participation in any of the Obligations owed to such
Purchaser to any assignee or participant or (z) any payment to a Purchaser in
accordance with Section 2.6 or Section 8.2(a)(iii).






	2.6	 	Taxes, Etc.






	 	(a)	 	Any and all payments by each Issuer Party under any Transaction Document shall
be made, in accordance with Section 2.5 of this Agreement, free and clear of
and without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding, in the case of each Purchaser, net income taxes that are imposed by the
United States and franchise, net income and/or capital gain taxes that are imposed on
such Purchaser by the state or foreign jurisdiction under the laws of which such
Purchaser is organized or any political subdivision thereof or in which such
Purchaser’s lending office is located or by a jurisdiction as a result of a present,
former or future connection with such Purchaser (other than a connection solely
resulting from or attributable to such Person having executed, delivered or performed
its obligations or received a payment under, or enforced, this Agreement) or any branch
profits tax imposed by the United States or any similar tax imposed by any other
jurisdiction in which such Purchaser is located (all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities being referred to in this
Section 2.6 as “Taxes”). If any Issuer Party shall be required by law to
deduct any Taxes from or in respect of any sum payable under any of the Transaction
Documents to any Purchaser, (i) the sum payable shall be increased by such Issuer Party
as may be necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.6) such Purchaser
receives an amount equal to the sum such Purchaser would have received had no such
deductions been made, (ii) such Issuer Party shall make such deductions and withholding
and (iii) such Issuer Party shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.




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	 	(b)	 	In addition, each Issuer Party shall pay any present or future stamp,
documentary, excise, property or similar taxes, charges or levies that arise from any
payment made by such Issuer Party under any of the Transaction Documents or from the
execution, delivery or registration of, or otherwise with respect to, any of the
Transaction Documents (referred to in this Section 2.6 as “Other Taxes”).
	 
	 	(c)	 	Each Issuer Party, jointly and severally, shall indemnify each Purchaser for
the full amount of Taxes and Other Taxes, and for the full amount of Taxes and Other
Taxes imposed by any jurisdiction on amounts payable under this Section 2.6, paid by
such Purchaser and any liability (including penalties, additions to tax, interest and
reasonable expenses but excluding penalties, additions to tax, interest and expenses
caused by the gross negligence or willful misconduct of such Purchaser) arising
therefrom or with respect thereto. This indemnification shall be made within 30 days
from the date the applicable Purchaser makes written demand therefor.
	 
	 	(d)	 	Within 30 days after the date of any payment of Taxes by or on behalf of any
Issuer Party in respect of amounts payable to any Purchaser, such Issuer Party shall
furnish to such Purchaser, at its address referred to in Section 12.2, the
original receipt of payment thereof or a certified copy of such receipt.
	 
	 	(e)	 	Each Purchaser (and any successor or transferee of such Purchaser) that is a
Foreign Purchaser shall, on or prior to the date of its execution and delivery of this
Agreement in the case of a Purchaser party to this Agreement as at the date hereof, and
in the case of any successor or transferee of a Purchaser after the date hereof on or
prior to the date it becomes a successor or transferee, to the extent possible and if
not possible, as soon as practicable after such successor or transferee becomes a
Purchaser (and from time to time thereafter if requested in writing by an Issuer Party
at the time or times prescribed by law, but only so long thereafter as it remains
lawfully able to do so), provide such Issuer Party with Internal Revenue Service form
W-8IMY, W-8BEN and/or W-8ECI, as appropriate, or any successor form(s) prescribed by
the Internal Revenue Service, certifying that the beneficial owner of the Notes is
exempt from or is entitled to a reduced rate of United States withholding tax on
interest payments on the Notes. Each Purchaser (and any successor or transferee of
such Purchaser) that is not a Foreign Purchaser shall, upon the request of the Issuer
Parties, on or prior to the date of its execution and delivery of this Agreement in the
case of a Purchaser party to this Agreement as at the date hereof, and in the case of
any successor or transferee of a Purchaser after the date hereof on or prior to the
date it becomes a successor or transferee, to the extent possible and if not possible,
as soon as practicable after such successor or transferee becomes a Purchaser (and
from time to time thereafter if requested in writing by an Issuer Party at the time or
times prescribed by law, but only so long thereafter as it remains lawfully able to do
so), provide such Issuer Party with Internal Revenue Service form W-9, certifying that
such Person is exempt from United States backup withholding tax with respect to the
Notes. Any United States withholding tax applicable to payments to such Person under
the existing law at the time it first becomes a party




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	 	 	 	to this Agreement shall be excluded from Taxes; provided, however, that, if due to a
change in law after the date that a Person first becomes a party to this Agreement,
United States withholding taxes are imposed in respect to payments under this
Agreement and otherwise are not considered excluded from Taxes with respect to such
Person, the term “Taxes” shall thereafter include United States withholding tax, if
any, applicable with respect to such Person (or any successor or transferee of such
Person). If any form or document referred to in this subsection (e) and requested
by an Issuer Party pursuant to this subsection (e) requires the disclosure of
information, other than information necessary to compute the tax payable and
information required by Internal Revenue Service forms W-8IMY, W-8BEN and/or W-8ECI
(including any amended or successor forms) that the provider reasonably considers to
be confidential, the provider shall give notice thereof to such Issuer Party and
shall not be obligated to include in such form or document such confidential
information, provided that if the failure to provide such information results in the
imposition of United States withholding tax at a rate in excess of the rate at which
such tax would be imposed if such information were provided, then such excess
withholding tax shall be considered excluded from Taxes.
	 
	 	(f)	 	For any period with respect to which any Purchaser has failed to provide an
Issuer Party with the appropriate form described in Section 2.6(e) (other than
if such failure is due to a change in law occurring after the date such Person first
becomes a party to this Agreement or if such form otherwise is not required under
Section 2.6(e)), such Purchaser shall not be entitled to indemnification under
this Section 2.6 with respect to Taxes imposed by the United States relating to
interest payments on the Notes; provided, however, that should such Person become
subject to Taxes because of its failure to deliver a form required hereunder, such
Issuer Party shall take such steps as such Person shall reasonably request to assist
such Person to recover such Taxes, and such Person shall reimburse such Issuer Party
for all reasonable out-of-pocket expenses of such Issuer Party incurred in providing
such assistance.
	 
	 	(g)	 	If any Issuer Party pays any amount pursuant this Section 2.6 with respect to
any Purchaser, such Purchaser shall use reasonable efforts to obtain a refund of Taxes
or credit against future tax liabilities on account of such payment. If any Purchaser
receives a refund for (or determines that there has been an overpayment of) or credit
against any Taxes or other amounts as to which such Purchaser has been indemnified
pursuant to this Section 2.6 or on account of which additional amounts have
been paid pursuant to this Section 2.6, such Purchaser shall promptly notify
the Issuer Parties and pay over such refund or overpayment to the applicable Issuer
Party (but only to the extent such Purchaser has been indemnified pursuant to this
Section 2.6) or of additional amounts paid by such Issuer Party under this
Section 2.6 with respect to Taxes or other amounts on account of which
additional amounts have been paid) net of all reasonable out-of-pocket expenses of such
Purchaser and without interest (other than any interest actually received thereon from
the respective Governmental Authority with respect to such refund net of any Taxes
estimated by such Purchaser to be payable




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	 	 	 	by it in respect of such interest). If, at any time after a Purchaser makes a
payment to any Issuer Party pursuant to the preceding sentence, such Purchaser
determines that it was not entitled to the full amount of any refund or overpayment
(together with interest thereon (if any)) reimbursed to such Issuer Party, such
Issuer Party upon the demand of such Purchaser shall promptly pay to such Purchaser
the amounts so refunded or overpaid and paid over to such Issuer Party (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority
and attributable solely to the amount of such refund or overpayment paid over to
such Issuer Party). If any Issuer Party determines in good faith that a reasonable
basis exists for contesting a Tax or Other Tax, and if it so requests, the
Purchasers shall cooperate in challenging such Tax or Other Tax at the Issuer
Parties’ expense. If any Purchaser becomes aware that it is entitled to claim a
refund in respect of a Tax or Other Tax as to which it has been indemnified by the
Issuer Parties pursuant to Section 2.6(c) or with respect to which any
Issuer Party paid additional amounts pursuant to Section 2.6(a), it shall
promptly notify the Issuer Parties of the availability of such refund claim and
shall, within 30 days after receipt of a request by any Issuer Party, make a claim
to the applicable Governmental Authority for such refund at the Issuer Parties’
expense. Nothing contained in this Section 2.6(g) shall require any
Purchaser to make available its tax returns (or any other information relating to
its taxes that it deems confidential) to any Issuer Party or any other Person.
	 
	 	(h)	 	If any Issuer Party is required to make additional payments or indemnification
payments pursuant to this Section 2.6 to or on account of a party to this
Agreement as a result of a change in law or treaty occurring after such party first
becomes a party to this Agreement, then such party shall, at such Issuer Party’s
request, change the jurisdiction of its lending office, provided that (i) such Issuer
Party has a reasonable basis for determining that such change will eliminate or reduce
any additional or indemnification payment which may thereafter accrue and (ii) such
party determines in its reasonable discretion that such change is not disadvantageous
to it.
	 
	 	(i)	 	If any Purchaser requests compensation under Section 2.6, then such
Issuer Party may, at its sole expense and effort, upon notice to such Purchaser and the
Administrative Agent, require such Purchaser to assign and delegate, without recourse
(in accordance with and subject to the restrictions contained in, and consents required
by, Section 12.3), all of its interests, rights and obligations under this Agreement
and the other Transaction Documents and such assignee shall assume such obligations
(which assignee may be another Purchaser, if a Purchaser accepts such assignment);
provided that:






	 	(i)	 	the Administrative Agent shall have been paid the processing
and recordation fee specified in Section 12.3(d);
	 
	 	(ii)	 	such Purchaser shall have received payment of an amount equal
to the outstanding principal of its Notes, accrued interest thereon, accrued
fees




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	 	 	 	and all other amounts payable to it hereunder and under the other
Transaction Documents (other than prepayment penalties);
	 
	 	(iii)	 	in the case of any such assignment resulting from a claim for
compensation under Section 2.6, such assignment will result in a
reduction in such compensation or payments thereafter; and
	 
	 	(iv)	 	such assignment does not conflict with applicable Requirements
of Law.






	 	 	A Purchaser shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Purchasers or otherwise, the circumstances
entitling the Issuer Party to require such assignment and delegation cease to apply.
	 
	3.	 	CONDITIONS TO OBLIGATIONS OF THE PURCHASERS TO PURCHASE THE NOTES ON THE CLOSING DATE
	 
	 	 	The obligations of each of the Purchasers to purchase the Closing Notes on the Closing Date,
to pay the purchase price therefor on the Closing Date and to perform any of its obligations
hereunder, shall be subject to the satisfaction as determined by, or waived by, each of the
Purchasers of the conditions set forth in this Section 3 on or before the Closing
Date.
	 
	3.1	 	Representations and Warranties
	 
	 	 	The representations and warranties set forth in any Transaction Document shall be true and
correct in all material respects at and as of the Closing Date, as if made at and as of such
date.
	 
	3.2	 	Compliance with this Agreement
	 
	 	 	The Issuer Parties shall have performed and complied with all of their agreements herein and
satisfied the conditions set forth or contemplated herein that are required to be performed
or complied with or satisfied by the Issuer Parties on or before the Closing Date.
	 
	3.3	 	Secretary’s Certificates
	 
	 	 	The Administrative Agent shall have received a certificate from each of the Issuer Parties,
dated the Closing Date, and signed by an officer thereof, certifying (a) that the attached
copies of its Organizational Documents and resolutions of its Board of Directors approving
the Transaction Documents to which it is a party and the transactions contemplated hereby
and thereby, are all true, complete and correct and remain unamended and in full force and
effect, and (b) as to the incumbency and specimen signature of each officer thereof
executing any Transaction Document or any other document delivered in connection herewith on
behalf thereof.
	 
	3.4	 	Good Standing Certificates




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	 	 	The Administrative Agent shall have received as of the Closing Date, good standing and
franchise (or similar) tax status certificates for each Issuer Party, dated within thirty
(30) days of the Closing Date, from each of their respective jurisdictions of incorporation
or organization and all other jurisdictions where they are required to be qualified as a
foreign corporation, limited liability company or partnership, in each case in form and
substance satisfactory to the Purchasers.
	 
	3.5	 	Purchase of Notes Permitted by Applicable Laws
	 
	 	 	The acquisition of and payment for the Closing Notes to be acquired by the Purchasers
hereunder and the consummation of the transactions contemplated hereby (a) shall not be
prohibited by any Requirement of Law, (b) shall not subject the Purchasers to any penalty or
other onerous condition under or pursuant to any Requirement of Law, and (c) shall be
permitted by all Requirements of Law to which the Purchasers or the transactions
contemplated by or referred to herein or in the other Transaction Documents are subject; and
the Purchasers shall have received such certificates or other evidence as they may
reasonably request to establish compliance with this condition.
	 
	3.6	 	Opinion of Counsel
	 
	 	 	The Administrative Agent shall have received an opinion of outside counsel to the Issuer
Parties, dated as of the Closing Date, addressed to the Administrative Agent and each of the
Purchasers, relating to the transactions contemplated by or referred to herein.
	 
	3.7	 	Approval of Counsel To the Purchasers
	 
	 	 	All actions and proceedings hereunder and all agreements, schedules, exhibits, certificates,
financial information, filings and other documents required to be delivered by the Issuer
Parties or in connection with the consummation of the transactions contemplated hereby, and
all other related matters, shall have been in form and substance acceptable to Loeb & Loeb
LLP, special counsel to the Purchasers, in its reasonable judgment (including, without
limitation, the opinion of counsel referred to in Section 3.6 hereof).
	 
	3.8	 	Consents and Approvals
	 
	 	 	All consents, exemptions, authorizations, or other actions by, or notices to, or filings
with, Governmental Authorities and other Persons in respect of all Requirements of Law and
with respect to the Contracts of the Issuer Parties necessary in connection with the
execution, delivery or performance (including, without limitation, the payment of interest
on the Closing Notes) by each Issuer Party or enforcement against the Issuer Parties of the
Transaction Documents and the Related Transactions Documents shall have been obtained and be
in full force and effect, and the Purchasers shall have been furnished with appropriate
evidence thereof, and all waiting periods shall have lapsed without extension or the
imposition of any conditions or restrictions.
	 
	3.9	 	No Material Judgment or Order




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	 	 	There shall not be on the Closing Date any judgment or order of a court of competent
jurisdiction or any ruling of any Governmental Authority or any condition imposed under any
Requirement of Law that, in the judgment of the Purchasers, would prohibit the purchase of
the Closing Notes hereunder or subject any Purchaser to any penalty or other onerous
condition if the Closing Notes were to be purchased hereunder.
	 
	3.10	 	No Material Adverse Change
	 
	 	 	Since January 29, 2007, there has not been a Target Material Adverse Effect.
	 
	3.11	 	Pro Forma Balance Sheet and Projections
	 
	 	 	The Issuer Parties shall have delivered to the Administrative Agent the financial statements
described in Section 5.4(a) and the forecasts of the financial performance of
Holdings, the Company, the Acquired Business and their respective Subsidiaries.
	 
	3.12	 	Transaction Documents
	 
	 	 	The Administrative Agent shall have received on or prior to the Closing Date each of the
following, each dated the Closing Date in form and substance satisfactory to the
Administrative Agent and each Purchaser:






	 	(a)	 	this Agreement duly executed by each Issuer Party;
	 
	 	(b)	 	the Closing Notes to be purchased on the Closing Date duly executed by the
Company;
	 
	 	(c)	 	Guarantees duly executed by each Guarantor.






	3.13	 	Fees and Expenses
	 
	 	 	The Issuer Parties shall have paid, by wire transfer of immediately available funds, the
fees and expenses referred to in Section 2.3.
	 
	3.14	 	Structure
	 
	 	 	The Organizational Documents of each Issuer Party and the capital structure of the Issuer
Parties shall be satisfactory to each Purchaser.
	 
	3.15	 	Disbursement Letter
	 
	 	 	The Administrative Agent shall have received a disbursement authorization letter from the
Issuer Parties in form and substance satisfactory to the Purchasers, among other things,
directing the Purchasers to disburse the proceeds of the issuance of the Closing Notes.
	 
	3.16	 	Insurance




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	 	 	The Administrative Agent shall have received insurance certificates in form and substance
satisfactory to each Purchaser demonstrating that the insurance policies required by
Section 8.1(d) are in full force and effect.
	 
	3.17	 	Certificates
	 
	 	 	The Administrative Agent shall have received from a Responsible Officer of the Company a
certificate, in form and substance satisfactory to each Purchaser, as to the solvency of the
Issuer Parties (after giving effect to consummation of the Transactions and the Related
Transactions) and a certificate from a Responsible Officer of the Company as to the
satisfaction of the condition listed in this Section 3.
	 
	3.18	 	Holdings Equityholders Agreement
	 
	 	 	Holdings, the Purchasers, Sponsor and the other Persons party thereto shall have entered
into the Holdings Equityholders Agreement which shall be in form and substance satisfactory
to the Purchasers.
	 
	3.19	 	Related Transactions
	 
	 	 	The Related Transactions Documents shall have been approved by each of the Purchasers and
shall have been executed and delivered by the Persons named therein as parties thereto, and
the Related Transactions, including without limitation, the Acquisition, shall have been
consummated in accordance with the terms of the Related Transactions Documents (without
waiver or amendment except as approved by each of the Purchasers) and in compliance in all
material respects with Requirements of Law (it being understood that the consummation of the
Acquisition and the Merger will happen simultaneously with the Closing).
	 
	4.	 	CONDITIONS TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL THE NOTES
	 
	 	 	The obligations of the Company to issue and sell the Closing Notes shall be subject to the
satisfaction as determined by, or waived by the Company of the following conditions on or
before the Closing Date:
	 
	4.1	 	Representations and Warranties
	 
	 	 	The representations and warranties of the Purchasers contained in Section 6 hereof shall be
true and correct at and as of the Closing Date as if made at and as of such date.
	 
	4.2	 	Compliance with this Agreement
	 
	 	 	The Purchasers shall have performed and complied with all of their respective agreements and
conditions set forth or contemplated herein that are required to be performed or complied
with by the Purchasers on or before the Closing Date.
	 
	5.	 	REPRESENTATIONS AND WARRANTIES OF THE ISSUER PARTIES




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	 	 	Each Issuer Party hereby represents and warrants to the Purchasers (which representations
and warranties shall survive the purchase and sale of the Closing Notes), on the Closing
Date, both immediately prior to and after giving effect to the transactions contemplated by
this Agreement and the Related Transactions to occur on the Closing Date including, without
limitation, the Merger, as follows:
	 
	5.1	 	Organization; Powers
	 
	 	 	Each Issuer Party (a) is duly organized and validly existing under the laws of the
jurisdiction of its organization, (b) has all requisite power and authority to carry on its
business as now conducted and to own and lease its property and (c) is qualified and in good
standing (to the extent such concept is applicable in the applicable jurisdiction) to do
business in every jurisdiction where such qualification is required, except in such
jurisdictions where the failure to so qualify or be in good standing, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect. There
is no existing default under any Organizational Document of any Issuer Party or any event
which, with the giving of notice or passage of time or both, would constitute a default by
any party thereunder.
	 
	5.2	 	Authorization; Enforceability
	 
	 	 	The Transactions to be entered into by each Issuer Party are within such Issuer Party’s
powers and have been duly authorized by all necessary action on the part of such Issuer
Party. This Agreement has been duly executed and delivered by each Issuer Party and
constitutes, and each other Transaction Document to which any Issuer Party is to be a party,
when executed and delivered by such Issuer Party, will constitute, a legal, valid and
binding obligation of such Issuer Party, enforceable in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.
	 
	5.3	 	No Conflicts
	 
	 	 	Except as set forth on Schedule 5.3, the Transactions (a) do not require any consent
or approval of, registration or filing with, or any other action by, any Governmental
Authority, except (i) such as have been obtained or made and are in full force and effect
and (ii) consents, approvals, registrations, filings, permits or actions the failure to
obtain or perform which could not reasonably be expected to result in a Material Adverse
Effect, (b) will not violate the Organizational Documents of any Issuer Party, (c) will not
violate any Requirement of Law, (d) will not violate or result in a default or require any
consent or approval under any indenture, agreement or other instrument binding upon any
Issuer Party or its property, or give rise to a right thereunder to require any payment to
be made by any Issuer Party, except for violations, defaults or the creation of such rights
that could not reasonably be expected to result in a Material Adverse Effect, and (e) will
not result in the creation or imposition of any Lien on any property of any Issuer Party,
except Liens created by the Senior Documents and Permitted Liens.




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	5.4	 	Financial Statements; Projections






	 	(a)	 	Historical Financial Statements
	 
	 	 	 	The Company has heretofore delivered to the Purchasers the consolidated balance
sheets and related statements of income, stockholders’ equity and cash flows of the
Target (i) as of and for the Fiscal Years ended 2004, 2005 and, if available, 2006,
audited by and accompanied by the unqualified opinion of Ernst & Young LLP,
independent public accountants, and (ii) as of and (x) for each Fiscal Quarter of
the Fiscal Year in which the Closing Date occurs ended prior to 45 days prior to the
Closing Date and (y) for each monthly financial period of the Fiscal Year ended
after the most recent Fiscal Quarter in clause (x) and ended prior to 30 days prior
to the Closing Date and for the comparable period of the preceding Fiscal Year, in
each case, certified by the chief financial officer of the Target. Such financial
statements and all financial statements delivered pursuant to Section 8.1(a)
have been prepared in accordance with GAAP and present fairly and accurately the
financial condition and results of operations and cash flows of the Acquired
Business as of the dates and for the periods to which they relate.
	 
	 	(b)	 	No Liabilities
	 
	 	 	 	Except as set forth in the financial statements referred to in Section
5.4(a), there are no liabilities of any Issuer Party of any kind, whether
accrued, contingent, absolute, determined, determinable or otherwise, which could
reasonably be expected to result in a Material Adverse Effect, and there is no
existing condition, situation or set of circumstances which could reasonably be
expected to result in such a liability, other than liabilities under the Transaction
Documents. Since December 31, 2006, there has been no event, change, circumstance
or occurrence that, individually or in the aggregate, has had or could reasonably be
expected to result in a Material Adverse Effect.
	 
	 	(c)	 	Forecasts
	 
	 	 	 	The forecasts of financial performance of Holdings and its Subsidiaries furnished to
the Purchasers have been prepared in good faith by the Company and based on
assumptions believed by the Company to reasonable.






	5.5	 	Properties






	 	(a)	 	Generally
	 
	 	 	 	Each Issuer Party has good title to, or valid leasehold interests in, all its
property material to its business, free and clear of all Liens except for Permitted
Liens and minor irregularities or deficiencies in title that, individually or in the
aggregate, do not interfere with its ability to conduct its business as currently
conducted or to utilize such property for its intended purpose. The property of the
Issuer Parties, taken as a whole, (i) is in good operating order, condition and
repair (ordinary




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	 	 	 	wear and tear excepted) and (ii) constitutes all the property which is required for
the business and operations of the Issuer Parties as presently conducted.
	 
	 	(b)	 	Real Property
	 
	 	 	 	Schedule 5.5(b) hereof contains a true and complete list of each interest in
Real Property (i) owned by any Issuer Party as of the date hereof and describes the
type of interest therein held by such Issuer Party and whether such owned Real
Property is leased and if leased whether the underlying Lease contains any option to
purchase all or any portion of such Real Property or any interest therein or
contains any right of first refusal relating to any sale of such Real Property or
any portion thereof or interest therein and (ii) leased, subleased or otherwise
occupied or utilized by any Issuer Party, as lessee, sublessee, franchisee or
licensee, as of the date hereof and describes the type of interest therein held by
such Issuer Party and, in each of the cases described in clauses (i) and (ii) of
this Section 5.5(b), whether any Lease requires the consent of the landlord
or tenant thereunder, or other party thereto, to the Transactions.
	 
	 	(c)	 	No Casualty Event
	 
	 	 	 	No Issuer Party has received any notice of, nor has any knowledge of, the occurrence
or pendency or contemplation of any Casualty Event affecting all or any portion of
its property. No Mortgage encumbers improved Real Property that is located in an
area that has been identified by the Secretary of Housing and Urban Development as
an area having special flood hazards within the meaning of the National Flood
Insurance Act of 1968 unless flood insurance available under such Act has been
obtained in accordance with Section 8.1(d).
	 
	 	(d)	 	Property and Assets
	 
	 	 	 	Each Issuer Party owns or has rights to use all property used in, necessary for or
material to each Issuer Party’s business as currently conducted. The use by each
Issuer Party of such property and all such rights with respect to the foregoing do
not infringe on the rights of any Person other than such infringement which could
not, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect. No claim has been made and remains outstanding that any
Issuer Party’s use of any property does or may violate the rights of any third party
that could, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect.






	5.6	 	Intellectual Property






	 	(a)	 	Ownership/No Claims
	 
	 	 	 	Each Issuer Party owns, or is licensed to use, all patents, patent applications,
trademarks, trade names, service marks, copyrights, technology, trade secrets,
proprietary information, domain names, know-how and processes necessary for the
conduct of its business as currently conducted (the “Intellectual Property”),




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	 	 	 	except for those the failure to own or license which, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Except as set forth on Schedule 5.6(a) to this Agreement, no claim has been
asserted and is pending by any Person challenging or questioning the use of any such
Intellectual Property or the validity or effectiveness of any such Intellectual
Property, nor does any Issuer Party know of any valid basis for any such claim. The
use of such Intellectual Property by each Issuer Party does not infringe the rights
of any Person, except for such claims and infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect.
	 
	 	(b)	 	Registrations
	 
	 	 	 	Except pursuant to licenses and other user agreements entered into by each Issuer
Party in the ordinary course of business that are listed in Schedule 5.6(b)
to this Agreement, on and as of the date hereof (i) each Issuer Party owns and
possesses the right to use, and has done nothing to authorize or enable any other
Person to use, any copyright, patent or trademark listed in Schedule 5.6(b)
to this Agreement and (ii) all registrations listed in Schedule 5.6(b) to
this Agreement are valid and in full force and effect.
	 
	 	(c)	 	No Violations or Proceedings
	 
	 	 	 	To each Issuer Party’s knowledge, on and as of the date hereof, there is no material
violation by others of any right of such Issuer Party with respect to any copyright,
patent or trademark listed in Schedule 5.6(b) to this Agreement, except as
may be set forth on Schedule 5.6(c).






	5.7	 	Equity Interests and Subsidiaries






	 	(a)	 	Equity Interests
	 
	 	 	 	Schedule 5.7(a) to this Agreement sets forth a list of (i) all the
Subsidiaries of Holdings and their jurisdictions of organization as of the Closing
Date and (ii) the number of each class of its Equity Interests authorized, and the
number outstanding, on the Closing Date and the number of shares covered by all
outstanding options, warrants, rights of conversion or purchase and similar rights
at the Closing Date. All Equity Interests of each Issuer Party are duly and validly
issued and are fully paid and non-assessable, and, other than the Equity Interests
of the Company, are owned by the Company, directly or indirectly through Wholly
Owned Subsidiaries. All Equity Interests of the Company are owned directly by
Holdings. There are no outstanding warrants, options or other rights to purchase,
or shareholder, voting trust or similar agreements outstanding with respect to, or
property that is convertible into, or that requires the issuance or sale of, any
Equity Interests pledged to Senior Lenders pursuant to the Senior Documents.
	 
	 	(b)	 	Organizational Chart




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	 	 	 	An accurate organizational chart, showing the ownership structure of Holdings, the
Company and each Subsidiary after giving effect to the Transactions and the Related
Transactions, is set forth on Schedule 5.7(b) to this Agreement.






	5.8	 	Litigation; Compliance with Laws
	 
	 	 	There are no actions, suits, investigations or proceedings at law or in equity by or before
any Governmental Authority now pending or, to the knowledge of any Issuer Party, threatened
against or affecting any Issuer Party or any business, property or rights of any Issuer
Party (i) that involve any Transaction Document or Related Transaction Documents or any of
the Transactions or Related Transactions or (ii) as to which there is a reasonable
possibility of an adverse determination and that, if adversely determined, could reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Except for matters covered by Section 5.18, no Issuer Party or any of its property
is in violation of, nor will the continued operation of its property as currently conducted
violate, any Requirements of Law (including any zoning or building ordinance, code or
approval or any building permits) or any restrictions of record or agreements affecting any
Issuer Party’s Real Property or is in default with respect to any Requirement of Law, where
such violation or default, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect.
	 
	5.9	 	Agreements.
	 
	 	 	No Issuer Party is a party to any agreement or instrument or subject to any corporate or
other constitutional restriction that has resulted or could reasonably be expected to result
in a Material Adverse Effect. No Issuer Party is in default in any manner under any
provision of any indenture or other agreement or instrument evidencing Indebtedness, or any
other agreement or instrument to which it is a party or by which it or any of its property
is or may be bound, where such default could reasonably be expected to result in a Material
Adverse Effect, and no condition exists which, with the giving of notice or the lapse of
time or both, would constitute such a default. Schedule 5.9 accurately and
completely lists all Material Contracts to which any Issuer Party or any of its Subsidiaries
is a party which are in effect on the date hereof in connection with the operation of the
business conducted thereby and each Issuer Party has delivered or made available to the
Administrative Agent complete and correct copies of all such Material Contracts, including
any amendments, supplements or modifications with respect thereto, and all such agreements
are in full force and effect.
	 
	5.10	 	Federal Reserve Regulations
	 
	 	 	No Issuer Party is engaged principally, or as one of its important activities, in the
business of extending credit for the purpose of buying or carrying Margin Stock. No part of
the proceeds of the purchase of the Closing Notes will be used, whether directly or
indirectly, and whether immediately, incidentally or ultimately, for any purpose that
entails a violation of, or that is inconsistent with, the provisions of the regulations of
the Board, including Regulation T, U or X.




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	5.11	 	Investment Company Act.
	 
	 	 	No Issuer Party is an “investment company” or a company “controlled” by an “investment
company,” as defined in, or subject to regulation under, the Investment Company Act of 1940,
as amended.
	 
	5.12	 	Use of Proceeds
	 
	 	 	The Company will use the proceeds of the purchase of the Closing Notes to effect the
Acquisition, the Refinancing and to finance the Transactions and pay related fees and
expenses.
	 
	5.13	 	Taxes
	 
	 	 	Each Issuer Party has (a) timely filed or caused to be timely filed all federal Tax Returns
and all material state, local and foreign Tax Returns or materials required to have been
filed by it and all such Tax Returns are true and correct in all material respects and
(b) duly and timely paid, collected or remitted or caused to be duly and timely paid,
collected or remitted all Taxes (whether or not shown on any Tax Return) due and payable,
collectible or remittable by it and all assessments received by it (including in its
capacity as a withholding agent), except Taxes (i) that are being contested in good faith by
appropriate proceedings and for which such Issuer Party has set aside on its books adequate
reserves in accordance with GAAP and (ii) which could not, individually or in the aggregate,
have a Material Adverse Effect. Each Issuer Party has made adequate provision in accordance
with GAAP for all Taxes not yet due and payable. Each Issuer Party is unaware of any
proposed or pending tax assessments, deficiencies or audits that could be reasonably
expected to, individually or in the aggregate, result in a Material Adverse Effect. No
Issuer Party has ever been a party to any understanding or arrangement constituting a “tax
shelter” within the meaning of Section 6111(c), Section 6111(d) or Section
6662(d)(2)(C)(iii) of the Code, or has ever “participated” in a “reportable transaction”
within the meaning of Treasury Regulation Section 1.6011-4, except as could not be
reasonably expected to, individually or in the aggregate, result in a Material Adverse
Effect.
	 
	5.14	 	No Material Misstatements
	 
	 	 	No information, report, financial statement, certificate, exhibit or schedule furnished by
or on behalf of any Issuer Party to the Administrative Agent or any Purchaser in connection
with the negotiation of any Transaction Document or included therein or delivered pursuant
thereto including, without limitation, the Confidential Information Memorandum, taken as a
whole, contained or contains any material misstatement of fact or omitted or omits to state
any material fact necessary to make the statements therein, in the light of the
circumstances under which they were or are made, not misleading as of the date such
information is dated or certified; provided that to the extent any such information, report,
financial statement, exhibit or schedule was based upon or constitutes a forecast or
projection, each Issuer Party represents only that it acted in good faith and




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	 	 	utilized reasonable assumptions and due care in the preparation of such information, report,
financial statement, exhibit or schedule.
	 
	5.15	 	Labor Matters
	 
	 	 	As of the Closing Date, there are no strikes, lockouts or slowdowns against any Issuer Party
pending or, to the knowledge of any Issuer Party, threatened. The hours worked by and
payments made to employees of any Issuer Party have not been in violation of the Fair Labor
Standards Act of 1938, as amended, or any other applicable federal, state, local or foreign
law dealing with such matters in any manner which could reasonably be expected to result in
a Material Adverse Effect. All payments due from any Issuer Party, or for which any claim
may be made against any Issuer Party, on account of wages and employee health and welfare
insurance and other benefits, have been paid or accrued as a liability on the books of such
Issuer Party except where the failure to do so could not reasonably be expected to result in
a Material Adverse Effect. The consummation of the Transactions will not give rise to any
right of termination or right of renegotiation on the part of any union under any collective
bargaining agreement to which any Issuer Party is bound.
	 
	5.16	 	Solvency
	 
	 	 	Immediately after the consummation of the Transactions and the Related Transactions to occur
on the Closing Date, (a) the fair value of the properties of each Issuer Party (individually
and on a consolidated basis with its Subsidiaries) will exceed its debts and liabilities,
subordinated, contingent or otherwise; (b) the present fair saleable value of the property
of each Issuer Party (individually and on a consolidated basis with its Subsidiaries) will
be greater than the amount that will be required to pay the probable liability of its debts
and other liabilities, subordinated, contingent or otherwise, as such debts and other
liabilities become absolute and matured; (c) each Issuer Party (individually and on a
consolidated basis with its Subsidiaries) will be able to pay its debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become absolute and
matured; and (d) each Issuer Party (individually and on a consolidated basis with its
Subsidiaries) will not have unreasonably small capital with which to conduct its business in
which it is engaged as such business is now conducted and is proposed to be conducted
following the Closing Date.
	 
	5.17	 	Employee Benefit Plans
	 
	 	 	Each Issuer Party and its ERISA Affiliates is in compliance in all material respects with
the applicable provisions of ERISA and the Code and the regulations and published
interpretations thereunder. No ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other such ERISA Events, could reasonably be expected to
result in material liability of any Issuer Party or any of its ERISA Affiliates or the
imposition of a Lien on any of the property of any Issuer Party. Using actuarial
assumptions and computation methods consistent with subpart I of subtitle E of Title IV of
ERISA, the aggregate liabilities of each Issuer Party or its ERISA Affiliates to all
Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of




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	 	 	the most recent Fiscal Year of each such Multiemployer Plan, could not reasonably be
expected to result in a Material Adverse Effect.
	 
	5.18	 	Environmental Matters






	 	(a)	 	Except as set forth in Schedule 5.18 and except as, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse Effect:






	 	(i)	 	The Issuer Parties and their businesses, operations and Real
Property are in compliance with, and the Issuer Parties have no liability
under, any applicable Environmental Law; and under the currently effective
business plan of the Issuer Parties, no expenditures or operational adjustments
will be required in order to comply with applicable Environmental Laws during
the next five years;
	 
	 	(ii)	 	The Issuer Parties have obtained all Environmental Permits
required for the conduct of their businesses and operations, and the ownership,
operation and use of their property, under Environmental Law, all such
Environmental Permits are valid and in good standing and, under the currently
effective business plan of the Issuer Parties, no expenditures or operational
adjustments will be required in order to renew or modify such Environmental
Permits during the next five years;
	 
	 	(iii)	 	There has been no Release or threatened Release of Hazardous
Material on, at, under or from any Real Property or facility presently or
formerly owned, leased or operated by the Issuer Parties or their predecessors
in interest that could result in liability by the Issuer Parties under any
applicable Environmental Law;
	 
	 	(iv)	 	There is no Environmental Claim pending or, to the knowledge of
the Issuer Parties, threatened against the Issuer Parties, or relating to the
Real Property currently or formerly owned, leased or operated by the Issuer
Parties or their predecessors in interest or relating to the operations of the
Issuer Parties, and there are no actions, activities, circumstances,
conditions, events or incidents that could form the basis of such an
Environmental Claim; and
	 
	 	(v)	 	No Person with an indemnity or contribution obligation to the
Issuer Parties relating to compliance with or liability under Environmental Law
is in default with respect to such obligation.






	 	(b)	 	Except as set forth in Schedule 5.18:






	 	(i)	 	No Issuer Party is obligated to perform any action or otherwise
incur any expense under Environmental Law pursuant to any order, decree,
judgment or agreement by which it is bound or has assumed by contract,
agreement or operation of law, and no Issuer Party is conducting or




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	 	 	 	financing any Response pursuant to any Environmental Law with respect to any
Real Property or any other location;
	 
	 	(ii)	 	No Real Property or facility owned, operated or leased by the
Issuer Parties and, to the knowledge of the Issuer Parties, no Real Property or
facility formerly owned, operated or leased by the Issuer Parties or any of
their predecessors in interest is (i) listed or proposed for listing on the
National Priorities List promulgated pursuant to CERCLA or (ii) listed on the
Comprehensive Environmental Response, Compensation and Liability Information
System promulgated pursuant to CERCLA or (iii) included on any similar list
maintained by any Governmental Authority including any such list relating to
petroleum;
	 
	 	(iii)	 	No Lien has been recorded or, to the knowledge of any Issuer
Party, threatened under any Environmental Law with respect to any Real Property
or other assets of the Issuer Parties;
	 
	 	(iv)	 	The execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby will not require any
notification, registration, filing, reporting, disclosure, investigation,
remediation or cleanup pursuant to any Governmental Real Property Disclosure
Requirements or any other applicable Environmental Law; and
	 
	 	(v)	 	The Issuer Parties have made available to the Purchasers all
material records and files in the possession, custody or control of, or
otherwise reasonably available to, the Issuer Parties concerning compliance
with or liability under Environmental Law, including those concerning the
actual or suspected existence of Hazardous Material at Real Property or
facilities currently or formerly owned, operated, leased or used by the Issuer
Parties.






	5.19	 	Insurance
	 
	 	 	Schedule 5.19 sets forth a true, complete and correct description of all insurance
maintained by each Issuer Party as of the Closing Date. All insurance maintained by the
Issuer Parties is in full force and effect, all premiums have been duly paid, no Issuer
Party has received notice of violation or cancellation thereof, the Premises, and the use,
occupancy and operation thereof, comply in all material respects with all Insurance
Requirements, and there exists no default under any Insurance Requirement. Each Issuer
Party has insurance in such amounts and covering such risks and liabilities as are customary
for companies of a similar size engaged in similar businesses in similar locations.
	 
	5.20	 	Intentionally Omitted
	 
	5.21	 	Acquisition Documents; Representations and Warranties in Acquisition Agreement




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	 	 	Schedule 5.21 lists (i) each exhibit, schedule, annex or other attachment to the
Acquisition Agreement and (ii) each agreement, certificate, instrument, letter or other
document contemplated by the Acquisition Agreement or any item referred to in clause (i) to
be entered into, executed or delivered or to become effective in connection with the
Acquisition or otherwise entered into, executed or delivered in connection with the
Acquisition. The Purchasers have been furnished true and complete copies of each
Acquisition Document to the extent executed and delivered on or prior to the Closing Date.
All representations and warranties of each Issuer Party set forth in the Acquisition
Agreement were true and correct in all material respects as of the time such representations
and warranties were made and shall be true and correct in all material respects as of the
Closing Date as if such representations and warranties were made on and as of such date,
unless stated to relate to a specific earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such earlier date.
	 
	5.22	 	Anti-Terrorism Law
	 
	 	 	No Issuer Party and, to the knowledge of the Issuer Parties, none of its Affiliates is in
violation of any Requirement of Law relating to terrorism or money laundering
(“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing,
effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001, Public Law 107-56.






	 	(a)	 	No Issuer Party and to the knowledge of the Issuer Parties, no Affiliate or
broker or other agent of any Issuer Party acting or benefiting in any capacity in
connection with the issuance of the Notes is any of the following:






	 	(i)	 	a Person that is listed in the annex to, or is otherwise
subject to the provisions of, the Executive Order;
	 
	 	(ii)	 	a Person owned or controlled by, or acting for or on behalf of,
any Person that is listed in the annex to, or is otherwise subject to the
provisions of, the Executive Order;
	 
	 	(iii)	 	a Person with which any Purchaser is prohibited from dealing
or otherwise engaging in any transaction by any Anti-Terrorism Law;
	 
	 	(iv)	 	a Person that commits, threatens or conspires to commit or
supports “terrorism” as defined in the Executive Order; or
	 
	 	(v)	 	a Person that is named as a “specially designated national and
blocked Person” on the most current list published by the U.S. Treasury
Department Office of Foreign Assets Control (“OFAC”) at its official website or
any replacement website or other replacement official publication of such list.




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	 	(b)	 	No Issuer Party and, to the knowledge of the Issuer Parties, no broker or other
agent of any Issuer Party acting in any capacity in connection with the issuance of the
Notes (i) conducts any business or engages in making or receiving any contribution of
funds, goods or services to or for the benefit of any Person described in paragraph (a)
above, (ii) deals in, or otherwise engages in any transaction relating to, any property
or interests in property blocked pursuant to the Executive Order, or (iii) engages in
or conspires to engage in any transaction that evades or avoids, or has the purpose of
evading or avoiding, or attempts to violate, any of the prohibitions set forth in any
Anti-Terrorism Law.






	5.23	 	Private Offering
	 
	 	 	No form of general solicitation or general advertising was used by any Issuer Party or its
representatives in connection with the offer or sale of the Closing Notes. Assuming the
accuracy and validity of representations of the Purchasers in Section 6.4 hereof, no
registration of the Notes pursuant to the provisions of the Securities Act or the state
securities or “blue sky” laws shall be required in connection with the offer, sale or
issuance of the Notes pursuant to this Agreement. Each Issuer Party covenants and agrees
that neither it, nor anyone acting on its behalf, shall offer or sell the Notes or any other
security so as to require the registration of the Notes pursuant to the provisions of the
Securities Act or any state securities or “blue sky” laws, unless such Notes are so
registered.
	 
	5.24	 	Broker’s, Finder’s or Similar Fees
	 
	 	 	Except as set forth on Schedule 5.24, there are no brokerage commissions, finder’s
fees or similar fees or commissions payable in connection with the transactions contemplated
under any of the Transaction Documents or Related Transactions Documents based on any
agreement, arrangement or understanding with any Issuer Party.
	 
	5.25	 	Capitalization/Acquisition Documents
	 
	 	 	The Issuer Parties have delivered or made available to the Administrative Agent and each
Purchaser complete copies of the Capitalization/Acquisition Documents (including all
schedules, exhibits and disclosure letters referred to therein or delivered pursuant
thereto, if any) and all amendments thereto, waivers relating thereto and other side letters
or agreements affecting the terms thereof. None of such agreements and documents have been
amended or supplemented, nor have any of the provisions thereof been waived, except pursuant
to a written agreement or agreements which have heretofore been delivered or made available
to the Administrative Agent and each Purchaser.
	 
	6.	 	REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
	 
	 	 	Each Purchaser hereby represents and warrants (severally as to itself and not jointly) to
each Issuer Party, the Administrative Agent and to each other Purchaser as follows:
	 
	6.1	 	Authorization; No Contravention




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	 	 	The execution, delivery and performance by it of this Agreement and the consummation by it
of the transactions contemplated hereby, including, without limitation, the purchase of the
Closing Notes: (a) is within its power and authority and has been duly authorized by all
necessary action; (b) does not contravene the terms of its Organizational Documents or any
amendment thereof; and (c) shall not violate, conflict with or result in any breach or
contravention of any of its Contracts, or any order or decree directly relating to it except
for violations or conflicts that could not reasonably be expected to result in a material
adverse effect on the ability of such Purchaser to perform its obligations hereunder.
	 
	6.2	 	Binding Effect
	 
	 	 	This Agreement and the other Transaction Documents to which it is a party have been duly
executed and delivered by it and assuming that it is binding on and enforceable against the
Issuer Parties, this Agreement constitutes such Purchasers’ legal, valid and binding
obligation, enforceable against it in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, or similar laws affecting the
enforcement of creditors’ rights generally or by equitable principles relating to
enforceability.
	 
	6.3	 	No Legal Bar
	 
	 	 	The execution, delivery and performance of this Agreement by it shall not violate any
Requirement of Law applicable to it.
	 
	6.4	 	Purchase for Own Account
	 
	 	 	The Closing Notes to be acquired by it pursuant to this Agreement are being or shall be
acquired for its own account, solely for investment purposes, and with no present intention
of distributing or reselling such Closing Notes or any part thereof in violation of the
Securities Act without prejudice, however, to its right at all times to sell or otherwise
dispose of the Closing Notes, under an exemption from such registration available under the
Securities Act, and subject, nevertheless, to the disposition of its property being at all
times within its control, subject to the terms and conditions of the Transaction Documents.
If any Purchaser should in the future decide to dispose of the Closing Notes, such Purchaser
understands and agrees that it may do so only in compliance with the Securities Act and
applicable state securities laws, as then in effect, and subject to any applicable
provisions of each Transaction Document to which any Purchaser is a party or is bound. Each
Purchaser agrees to the imprinting of a legend on each of the Closing Notes to the following
effect: “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT AND SUCH LAWS.”




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	6.5	 	ERISA
	 
	 	 	No part of the funds used by it to purchase the Closing Notes hereunder constitutes assets
of any Plan or Multiemployer Plan.
	 
	6.6	 	Broker’s, Finder’s or Similar Fees
	 
	 	 	There are no brokerage commissions, finder’s fees or similar fees or commissions payable in
connection with the transactions contemplated hereby based on any agreement, arrangement or
understanding with it or any action taken by it.
	 
	6.7	 	Governmental Authorization; Third Party Consent
	 
	 	 	No approval, consent, compliance, exemption, authorization, or other action by, or notice
to, or filing with, any Governmental Authority or any other Person in respect of any
Requirement of Law, and no lapse of a waiting period under a Requirement of Law, is
necessary or required in connection with the execution, delivery or performance by it or
enforcement against it of this Agreement or the transactions contemplated hereby.
	 
	6.8	 	Accredited Investor
	 
	 	 	It is an “accredited investor” within the meaning of Rule 501(a) promulgated under the
Securities Act.
	 
	6.9	 	Anti-Money Laundering Representation
	 
	 	 	Such Purchaser is not aware of, has not been advised of, or has no reason to believe that
any facts or circumstances exist which would cause such Purchaser and/or through any
Purchaser, any Issuer Party to violate the Federal Bank Secrecy Act, as amended, in
connection with such Purchaser’s acquisition of the Closing Notes.
	 
	6.10	 	Information
	 
	 	 	Each Purchaser (a) has had an opportunity to ask questions and receive answers from each
Issuer Party regarding the terms and conditions of the offering of the Notes, (b) can bear
the economic risk of its investment in the Notes and (c) has such experience in business and
financial matters so as to enable it to understand the risks of and form an investment
decision with respect to its investment in the Notes. Neither such inquiries nor any other
due diligence investigations conducted by the Administrative Agent and the Purchasers or
their advisors, if any, or its representatives shall limit, modify, amend or affect any
Issuer Party’s representations and warranties contained in this Agreement and the
Administrative Agent’s and Purchasers’ right to rely thereon.




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	7.	 	INDEMNIFICATION
	 
	7.1	 	Indemnification
	 
	 	 	In addition to all other sums due hereunder or provided for in this Agreement, each Issuer
Party, jointly and severally, agrees to, indemnify and hold harmless the Administrative
Agent, the Purchasers and their respective Related Persons (each, an “Indemnified Party”) to
the fullest extent permitted by law from and against any and all losses, claims, damages,
costs, expenses (including, without limitation, reasonable fees, disbursements and other
charges of counsel incurred by an Indemnified Party in any action or proceeding between any
Issuer Party (or any Subsidiary of any Issuer Party) and such Indemnified Party (or
Indemnified Parties) or between an Indemnified Party (or Indemnified Parties) and any third
party or otherwise) or other liabilities, losses or diminution in value (collectively,
“Liabilities”) resulting from or arising out of any breach of any representation or warranty
of any Issuer Party or any legal, administrative or other actions (including actions brought
by the Purchasers or any equity holders of any Issuer Party or derivative actions brought by
any Person claiming through or in the name of any Issuer Party), proceedings or
investigations (whether formal or informal), or written threats thereof, based upon,
relating to or arising out of this Agreement, any other Transaction Document, the
transactions contemplated hereby or thereby or any Indemnified Party’s role herein or in the
transactions contemplated hereby or thereby; provided, however, that no Issuer Party shall
be obligated to indemnify an Indemnified Party hereunder for that portion of any Liabilities
that is finally determined by a court of competent jurisdiction to have been the result of
the gross negligence or willful misconduct of such Indemnified Party or the breach of a
Transaction Document by an Indemnified Party (not resulting from a breach or
misrepresentation by any Issuer Party). In connection with the obligation of the Issuer
Parties to indemnify for expenses as set forth above, each Issuer Party, jointly and
severally, further agrees, upon presentation of appropriate invoices containing reasonable
detail, promptly to (and in no event later than thirty (30) days after the presentation of
such invoice(s)) reimburse each Indemnified Party for all such reasonable expenses
(including fees, disbursements and other charges of counsel incurred by an Indemnified Party
in any action or proceeding between any Issuer Party or any Subsidiary or any thereof and
such Indemnified Party (or Indemnified Parties) or between an Indemnified Party (or
Indemnified Parties) and any third party or otherwise) as they are incurred by such
Indemnified Party; provided, however, that if an Indemnified Party is reimbursed hereunder
for any expenses, such reimbursement of expenses shall be refunded to the extent it is
finally judicially determined by a court of competent jurisdiction that the Liabilities in
question resulted primarily from (i) the willful misconduct or gross negligence of such
Indemnified Party or (ii) the breach by such Indemnified Party of any representation,
warranty, covenant or other agreement of such Indemnified Party contained in this Agreement
or any other Transaction Document.
	 
	7.2	 	Notification
	 
	 	 	Each Indemnified Party under this Section 7 shall, promptly after the receipt of
notice of the commencement of any action, investigation, claim or other proceeding against
such Indemnified Party in respect of which indemnity may be sought from the Issuer Parties




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	 	 	under this Section 7, notify the Company in writing of the commencement thereof.
The failure of any Indemnified Party to so notify the Company of any such action shall not
relieve any Issuer Party from any liability that it may have to such Indemnified Party
unless, and only to the extent that, such omission has a material adverse effect on such
Issuer Party, including a material adverse effect on the ability of such Issuer Party to
conduct the defense. In case any such action, claim or other proceeding shall be brought
against any Indemnified Party and it shall notify the Company of the commencement thereof,
the Issuer Parties shall be entitled to assume the defense thereof at their own expense,
with counsel reasonably satisfactory to such Indemnified Party in its reasonable judgment;
provided, however, that any Indemnified Party may, at its own expense, retain separate
counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim
or proceeding in which an Issuer Party on the one hand, and an Indemnified Party, on the
other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall
have the right to employ separate counsel at the expense of the Issuer Parties and to
control its own defense of such action, claim or proceeding if, in the reasonable opinion of
counsel to such Indemnified Party, a conflict or potential conflict exists between any
Issuer Party, on the one hand, and such Indemnified Party, on the other hand, that would
make such separate representation advisable. Each Issuer Party agrees that it shall not,
without the prior written consent of the Indemnified Parties, settle, compromise or consent
to the entry of any judgment in any pending or threatened claim, action or proceeding
relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or
has been actually threatened to be made a party thereto) unless such settlement, compromise
or consent includes an unconditional release of the Purchasers, the Administrative Agent and
each other Indemnified Party from all liability arising or that may arise out of such claim,
action or proceeding. No Issuer Party shall be liable for any settlement of any claim,
action or proceeding affected against an Indemnified Party without its written consent,
which consent shall not be unreasonably withheld. The rights accorded to Indemnified
Parties hereunder shall be in addition to any rights that any Indemnified Party may have at
common law, by separate agreement or otherwise.
	 
	7.3	 	Survival of Indemnification Provisions
	 
	 	 	The provisions of this Section 7 shall survive the term of this Agreement and
repayment of the Obligations.
	 
	8.	 	COVENANTS
	 
	8.1	 	Affirmative Covenants
	 
	 	 	Until the payment in full in cash of all the Obligations (including, without limitation, all
expenses and amounts due at such time in respect of indemnity obligations under Section
7), each Issuer Party will and will cause each of its Subsidiaries to:






	 	(a)	 	Financial Statements, Reports, etc
	 
	 	 	 	Furnish to the Administrative Agent and each Purchaser:




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	 	(i)	 	Annual Reports. As soon as available and in any event
within 105 days after the end of each Fiscal Year, beginning with the Fiscal
Year ending December 31, 2006, (1) the consolidated balance sheet of Holdings
as of the end of such Fiscal Year and related consolidated statements of
income, cash flows and stockholders’ equity for such Fiscal Year, in
comparative form with such financial statements as of the end of, and for, the
preceding Fiscal Year, and notes thereto (including a note with a consolidating
balance sheet and statements of income and cash flows separating out Holdings,
the Company and the Subsidiaries), accompanied by an opinion of Ernst & Young
LLP or other independent public accountants of recognized national standing
reasonably satisfactory to the Administrative Agent (which opinion shall not be
qualified as to scope or contain any going concern or other qualification),
stating that such financial statements fairly present, in all material
respects, the consolidated financial condition, results of operations and cash
flows of Holdings as of the dates and for the periods specified in accordance
with GAAP, (2) a management report in a form reasonably satisfactory to the
Administrative Agent setting forth statement of income items and Consolidated
EBITDA of Holdings for such Fiscal Year, showing variance, by dollar amount and
percentage, from amounts for the previous Fiscal Year and budgeted amounts and
(3) a narrative report and management’s discussion and analysis, in a form
reasonably satisfactory to the Administrative Agent, of the financial condition
and results of operations of Holdings for such Fiscal Year, as compared to
amounts for the previous Fiscal Year and budgeted amounts;
	 
	 	(ii)	 	Quarterly Reports. As soon as available and in any
event within 45 days after the end of each of the first three Fiscal Quarters
of each Fiscal Year, beginning with the Fiscal Quarter ending June 30, 2007
(provided that the following items delivered with respect to the Fiscal Quarter
ending June 30, 2007 shall also include the information for the Fiscal Quarter
ending March 31, 2007), (1) the consolidated balance sheet of Holdings as of
the end of such Fiscal Quarter and related consolidated statements of income
and cash flows for such Fiscal Quarter and for the then elapsed portion of the
Fiscal Year, in comparative form with the consolidated statements of income and
cash flows for the comparable periods in the previous Fiscal Year, and notes
thereto (including a note with a consolidating balance sheet and statements of
income and cash flows separating out Holdings, the Company and the
Subsidiaries), accompanied by a certificate of a Financial Officer stating that
such financial statements fairly present, in all material respects, the
consolidated financial condition, results of operations and cash flows of
Holdings as of the date and for the periods specified in accordance with GAAP
consistently applied, and on a basis consistent with audited financial
statements referred to in clause (i) of this Section 8.1(a), subject to
normal year-end audit adjustments, (2) a management report in a form reasonably
satisfactory to the Administrative Agent setting forth statement of income
items and Consolidated EBITDA of Holdings for such Fiscal Quarter and for the
then elapsed portion of the




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	 	 	 	Fiscal Year, showing variance, by dollar amount and percentage, from amounts
for the comparable periods in the previous Fiscal Year and budgeted amounts
and (3) a narrative report and management’s discussion and analysis of the
financial condition and results of operations for such Fiscal Quarter and
the then elapsed portion of the Fiscal Year, as compared to the comparable
periods in the previous Fiscal Year and budgeted amounts;
	 
	 	(iii)	 	Monthly Reports. As soon as available and in any
event within 30 days after the end of each calendar month beginning with the
month ending March 31, 2007 (provided that the following items delivered with
respect to the month ending March 31, 2007 shall also include the information
for the months ending January 31, 2007 and February 28, 2007), a calculation of
Consolidated EBITDA for such month, the consolidated balance sheet of Holdings
as of the end of such month and related consolidated statements of income and
cash flows for such month and for the then elapsed portion of the Fiscal Year,
in comparative form with (i) the budgets provided in accordance with Section
8.1(a)(viii) and (ii) the consolidated statements of income and cash flows for
the comparable periods in the previous Fiscal Year, and notes thereto
(including a note with a consolidating balance sheet and statements of income
and cash flows separating out Holdings, the Company and the Subsidiaries). For
the avoidance of doubt, delivery of any of the financial statements set forth
in Section 8.1(a)(i) and (ii) above, shall not satisfy the
requirements set forth in this Section 8.1(a)(iii);
	 
	 	(iv)	 	Financial Officer’s Certificate. (1)  Concurrently
with any delivery of financial statements under Section 8.1(a)(i) or
(ii), a Compliance Certificate (A) certifying that no Default has
occurred or, if such a Default has occurred, specifying the nature and extent
thereof and any corrective action taken or proposed to be taken with respect
thereto, (B) beginning with financial statement delivered for fiscal quarter
ended March 31, 2009, setting forth computations in reasonable detail
satisfactory to the Administrative Agent demonstrating compliance with the
covenants contained in 8.3 (including the aggregate amount of Excluded
Issuances for such period and the uses therefor) and (C) showing a
reconciliation of Consolidated EBITDA to the net income set forth on the
statement of income; and (2) concurrently with any delivery of financial
statements under Section 8.1(a)(i) above, beginning with the Fiscal
Year ending December 31, 2006, a report of the accounting firm opining on or
certifying such financial statements stating that in the course of its regular
audit of the financial statements of Holdings and its Subsidiaries, which audit
was conducted in accordance with generally accepted auditing standards, such
accounting firm obtained no knowledge that any Default insofar as it relates to
financial or accounting matters has occurred or, if in the opinion of such
accounting firm such a Default has occurred, specifying the nature and extent
thereof;




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	 	(v)	 	Reserved
	 
	 	(vi)	 	Reserved
	 
	 	(vii)	 	Management Letters. Promptly after the receipt
thereof by any Issuer Party, a copy of any “management letter” received by any
such Person from its certified public accountants and the management’s
responses thereto;
	 
	 	(viii)	 	Budgets. Within 30 days after the beginning of each Fiscal Year, a
budget for the Company and its Subsidiaries in form reasonably satisfactory to
the Administrative Agent, but to include balance sheets, statements of income
and sources and uses of cash, for each month of such Fiscal Year prepared in
detail, prepared in summary form, in each case, with appropriate presentation
and discussion of the principal assumptions upon which such budget is based,
accompanied by the statement of a Financial Officer of the Company to the
effect that the budget of the Company and its Subsidiaries is a reasonable
estimate for the periods covered thereby and, promptly when available, any
significant revisions of such budget;
	 
	 	(ix)	 	Organization. To the extent there has been any changes
to the organizational chart set forth in Schedule 5.7(b), concurrently
with any delivery of financial statements under Section 8.1(a)(i) or
(ii), an accurate organizational chart as contemplated by
Section 5.7(b);
	 
	 	(x)	 	Organizational Documents. Promptly provide copies of
any Organizational Documents that have been amended or modified in accordance
with the terms hereof and deliver a copy of any notice of default given or
received by any Issuer Party under any Organizational Document within 15 days
after such Issuer Party gives or receives such notice;
	 
	 	(xi)	 	Other Information. Promptly, from time to time, such
other information regarding the operations, business affairs and financial
condition of any Issuer Party, or compliance with the terms of any Transaction
Document, as the Administrative Agent or any Purchaser may reasonably request;
provided that the Issuer Parties will furnish promptly to the Administrative
Agent and each of the Purchasers the name of any Person that becomes an Equity
Investor after the Closing Date whether or not requested by the Administrative
Agent or any Purchaser; and
	 
	 	(xii)	 	Intent to Cure. With respect to each Test Period for
which a Cure Right will be exercised, on the date the financial statements
pursuant to Section 8.1(a)(i) or (ii) have been, or should have
been, delivered for the applicable fiscal period, the Company shall deliver
together with such financial statements an Officer’s Certificate of a Financial
Officer of the Company containing a computation in reasonable detail of the
applicable




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	 	 	 	Event of Default and a notice of its intent to cure (a “Notice of Intent to
Cure”) such Event of Default through the issuance of Permitted Cure
Securities as contemplated pursuant to Section 9.6.






	 	(b)	 	Litigation and Other Notices
	 
	 	 	 	Furnish to the Administrative Agent and each Purchaser written notice of the
following promptly (and, in any event, within three Business Days of the occurrence
thereof):






	 	(i)	 	any Default, specifying the nature and extent thereof and the
corrective action (if any) taken or proposed to be taken with respect thereto;
	 
	 	(ii)	 	the filing or commencement of, or any written threat or notice
of intention of any Person to file or commence, any action, suit, litigation,
investigation or proceeding, whether at law or in equity by or before any
Governmental Authority, (i) against any Issuer Party or any Affiliate thereof
that could reasonably be expected to result in a Material Adverse Effect or
(ii) with respect to any Transaction Document;
	 
	 	(iii)	 	any development that has resulted in, or, within ninety (90)
days, could reasonably be expected to result in a Material Adverse Effect; and
	 
	 	(iv)	 	the occurrence of a Casualty Event in excess of $250,000.






	 	(c)	 	Existence; Businesses and Properties






	 	(i)	 	Do or cause to be done all things necessary to preserve, renew
and maintain in full force and effect its legal existence, except as otherwise
expressly permitted under Section 8.2(e) or Section 8.2(f) or,
in the case of any Subsidiary, where the failure to perform such obligations,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.
	 
	 	(ii)	 	Do or cause to be done all things necessary to obtain,
preserve, renew, extend and keep in full force and effect the rights, licenses,
permits, privileges, franchises, authorizations, patents, copyrights,
trademarks and trade names material to the conduct of its business; maintain
and operate such business in substantially the manner in which it is presently
conducted and operated; comply with all applicable Requirements of Law
(including any and all zoning, building, Environmental Law, ordinance, code or
approval or any building permits or any restrictions of record or agreements
affecting the Real Property) and decrees and orders of any Governmental
Authority, whether now in effect or hereafter enacted, except where the failure
to comply, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect; pay and perform its material
obligations under all Transaction Documents and Related Transaction Documents;
and at all times maintain, preserve and




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	 	 	 	protect all property material to the conduct of such business and keep such
property in working order; provided that nothing in this Section
8.1(c)(ii) shall prevent (1) sales of property, consolidations or
mergers by or involving any Issuer Party in accordance with Section
8.2(e) or Section 8.2(f); (2) the withdrawal by any Issuer Party
of its qualification as a foreign corporation in any jurisdiction where such
withdrawal, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect; or (3) the abandonment by
any Issuer Party of any rights, franchises, licenses, trademarks, trade
names, copyrights or patents that such Person reasonably determines are not
useful to its business or no longer commercially desirable.






	 	(d)	 	Insurance






	 	(i)	 	Generally. Keep its insurable property adequately
insured at all times by financially sound and reputable insurers; maintain such
other insurance, to such extent and against such risks as is customary with
companies in the same or similar businesses operating in the same or similar
locations, including insurance with respect to Mortgaged Properties and other
properties material to the business of the Issuer Parties against such
casualties and contingencies and of such types and in such amounts with such
deductibles as is customary in the case of similar businesses operating in the
same or similar locations, including, if applicable (1) physical hazard
insurance on an “all risk” basis, (2) commercial general liability against
claims for bodily injury, death or property damage covering any and all
insurable claims, (3) explosion insurance in respect of any boilers, machinery
or similar apparatus constituting Collateral, (4) business interruption
insurance and (5) worker’s compensation insurance and such other insurance as
may be required by any Requirement of Law.
	 
	 	(ii)	 	Reserved.
	 
	 	(iii)	 	Notice to Agents. Notify the Administrative Agent and
each Purchaser immediately whenever any separate insurance concurrent in form
or contributing in the event of loss with that required to be maintained under
this Section 8.1(d) is taken out by any Issuer Party; and promptly
deliver to the Administrative Agent and each Purchaser a duplicate original
copy of such policy or policies.
	 
	 	(iv)	 	[Reserved].
	 
	 	(v)	 	[Reserved].
	 
	 	(vi)	 	No Termination Actions. No Issuer Party shall take any
action that is reasonably likely to be the basis for termination, revocation or
denial of any insurance coverage required to be maintained hereunder or that
could be the basis for a defense to any claim under any Insurance Policy, and




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	 	 	 	each Issuer Party shall otherwise comply in all material respects with all
Insurance Requirements; provided, however, that each Issuer Party may, at
its own expense and after written notice to the Administrative Agent and
each of the Purchasers, (1) contest the applicability or enforceability of
any such Insurance Requirements by appropriate legal proceedings, the
prosecution of which does not constitute a basis for cancellation or
revocation of any insurance coverage required under this Section
8.1(d) or (2) cause the Insurance Policy containing any such Insurance
Requirement to be replaced by a new policy complying with the provisions of
this Section 8.1(d).






	 	(e)	 	Obligations and Taxes






	 	(i)	 	Payment of Obligations. Pay its Indebtedness and other
obligations promptly and in accordance with their terms and pay and discharge
promptly when due all Taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits or in respect of its property,
before the same shall become delinquent or in default, as well as all lawful
claims for labor, services, materials and supplies or otherwise that, if
unpaid, might give rise to a Lien other than a Permitted Lien upon such
properties or any part thereof; provided that such payment and discharge shall
not be required with respect to any such Tax, assessment, charge, levy or claim
so long as (x)(1) the validity or amount thereof shall be contested in good
faith by appropriate proceedings timely instituted and diligently conducted and
the applicable Issuer Party shall have set aside on its books adequate reserves
or other appropriate provisions with respect thereto in accordance with GAAP,
(2) such contest operates to suspend collection of the contested obligation,
Taxes, assessment or charge and enforcement of a Lien other than a Permitted
Lien and (3) in the case of Collateral, the applicable Issuer Party shall have
otherwise complied with the Contested Asset Lien Conditions and (y) the failure
to pay could not reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect.
	 
	 	(ii)	 	Filing of Returns. Timely and correctly file all
material Tax Returns required to be filed by it. Withhold, collect and remit
all Taxes that it is required to collect, withhold or remit.
	 
	 	(iii)	 	Tax Shelter Reporting. The Company does not intend to
treat the issuance of the Closing Notes as being a “reportable transaction”
within the meaning of Treasury Regulation Section 1.6011-4. In the event the
Company determines to take any action inconsistent with such intention, it will
promptly notify the Administrative Agent and each Purchaser thereof.






	 	(f)	 	Employee Benefits




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(i) Except where failure to do so could not reasonably be expected to have a
Material Adverse Effect, comply in all material respects with the applicable
provisions of ERISA and the Code with respect to employment plans and (ii) furnish
to the Administrative Agent and each Purchaser (1) as soon as possible after, and in
any event within 5 days after any Responsible Officer of any Issuer Party or any
ERISA Affiliates of any Issuer Party knows or has reason to know that, any ERISA
Event has occurred that, alone or together with any other ERISA Event could
reasonably be expected to result in liability of the Issuer Parties or any of their
ERISA Affiliates in an aggregate amount exceeding $2.5 million, a statement of a
Financial Officer of the Company setting forth details as to such ERISA Event and
the action, if any, that the Issuer Parties propose to take with respect thereto,
and (2) upon request by the Administrative Agent or any Purchaser, copies of (A)
each Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
filed by any Issuer Party or any ERISA Affiliate with the Internal Revenue Service
with respect to each Plan; (B) the most recent actuarial valuation report for each
Plan; (C) all notices received by any Issuer Party or any ERISA Affiliate from a
Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and
(D) such other documents or governmental reports or filings relating to any Plan (or
employee benefit plan sponsored or contributed to by any Issuer Party) as the
Administrative Agent or the Required Note-Holders shall reasonably request.




	 	(g)	 	Maintaining Records; Access to Properties and Inspections; Annual
Meetings






	 	(i)	 	Keep proper books of record and account in which full, true and
correct entries in conformity with GAAP and all Requirements of Law are made of
all dealings and transactions in relation to its business and activities. Upon
reasonable notice, each Issuer Party will permit any representatives designated
by the Administrative Agent and any Purchaser to visit and inspect the
financial records and the property of such Issuer Party at reasonable times and
to make extracts from and copies of such financial records, and permit any
representatives designated by the Administrative Agent or such Purchaser to
discuss the affairs, finances, accounts and condition of any Issuer Party with
the officers and employees thereof and advisors therefor (including independent
accountants).
	 
	 	(ii)	 	Within 45 days after the end of each Fiscal Quarter of the
Issuer Parties, at the request of the Administrative Agent or Required
Note-Holders, hold a conference call (at a mutually agreeable time, the costs
of such call to be paid by the Company) with all Purchasers who choose to
participate in such call, on which call shall be reviewed the financial results
of the previous Fiscal Quarter and the financial condition of the Issuer
Parties and the budget presented for the current Fiscal Quarter of the Issuer
Parties.






	 	(h)	 	Use of Proceeds




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	 	 	 	Use the proceeds of the issuance of the Closing Notes only for the purposes set
forth in Section 5.12.
	 
	 	(i)	 	Compliance with Environmental Laws; Environmental Reports






	 	(A)	 	Comply, and cause all lessees and other Persons occupying Real
Property owned, operated or leased by any Issuer Party to comply, in all
material respects with all Environmental Laws and Environmental Permits
applicable to its operations and Real Property; obtain and renew all material
Environmental Permits applicable to its operations and Real Property; and
conduct all Responses required by, and in accordance with, Environmental Laws;
provided that no Issuer Party shall be required to undertake any Response to
the extent that its obligation to do so is being contested in good faith and by
proper proceedings and appropriate reserves are being maintained with respect
to such circumstances in accordance with GAAP.
	 
	 	(B)	 	If a Default caused by reason of a breach of Section
5.18 or Section 8.1(i)(A) shall have occurred and be continuing for
more than 20 days without the Issuer Parties commencing activities reasonably
likely to cure such Default in accordance with Environmental Laws, at the
written request of the Administrative Agent or the Required Note-Holders
through the Administrative Agent, provide to the Purchasers within 60 days
after such request, at the expense of the Company, an environmental assessment
report regarding the matters which are the subject of such Default, including,
where appropriate, soil and/or groundwater sampling, prepared by an
environmental consulting firm and, in the form and substance, reasonably
acceptable to the Administrative Agent and indicating the presence or absence
of Hazardous Materials and the estimated cost of any compliance or Response to
address them.






	 	(j)	 	Interest Rate Protection
	 
	 	 	 	The Company shall enter into, and maintain, Hedging Agreements in accordance with
the terms of the Senior Credit Agreement.
	 
	 	(k)	 	Additional Guarantors
	 
	 	 	 	With respect to any Person that is or becomes a Subsidiary after the Closing Date,
promptly (and in any event within 30 days after such Person becomes a Subsidiary)
cause such new Subsidiary to execute a Subsidiary Guaranty as set forth in
Exhibit E. Notwithstanding the foregoing, no Foreign Subsidiary shall be
required to take the actions specified above if doing so would constitute an
investment of earnings in United States property under Section 956 (or a successor
provision) of the Code, which investment would or could reasonably be expected to
trigger an increase in the net income of a United States shareholder of such
Subsidiary pursuant to Section 951 (or a successor provision) of the Code, as




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	 	 	 	reasonably determined by the Company; provided that this exception shall not apply
to (i) Voting Stock of any Subsidiary which is a first-tier controlled foreign
corporation (as defined in Section 957(a) of the Code) representing 66% of the total
voting power of all outstanding Voting Stock of such Subsidiary and (ii) 100% of the
Equity Interests not constituting Voting Stock of any such Subsidiary, except that
any such Equity Interests constituting “stock entitled to vote” within the meaning
of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for
purposes of this Section 8.1(k).
	 
	 	(l)	 	Further Assurances
	 
	 	 	 	Upon the exercise by the Administrative Agent or any Purchaser of any power, right,
privilege or remedy pursuant to any Transaction Document which requires any consent,
approval, registration, qualification or authorization of any Governmental Authority
execute and deliver all applications, certifications, instruments and other
documents and papers that the Administrative Agent or such Purchaser may require.
	 
	 	(m)	 	Changes In Information 
	 
	 	 	 	Not effect any change (i) in any Issuer Party’s legal name, (ii) in the location of
any Issuer Party’s chief executive office, (iii) in any Issuer Party’s identity or
organizational structure, (iv) in any Issuer Party’s Federal Taxpayer Identification
Number or organizational identification number, if any, or (v) in any Issuer Party’s
jurisdiction of organization (in each case, including by merging with or into any
other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in
any other jurisdiction), until it shall have given the Administrative Agent and each
Purchaser not less than 30 days’ prior written notice (in the form of an Officer’s
Certificate), or such lesser notice period agreed to by the Administrative Agent, of
its intention so to do, clearly describing such change and providing such other
information in connection therewith as the Administrative Agent or the Required
Note-Holders may reasonably request. Each Issuer Party agrees to promptly provide
the Administrative Agent and each Purchaser with certified Organizational Documents
reflecting any of the changes described in the preceding sentence. Each Issuer
Party also agrees to promptly notify the Administrative Agent and each Purchaser of
any change in the location of any office in which it maintains books or records
owned by it or any office or facility at which its assets are located.
	 
	 	(n)	 	Affirmative Covenants with Respect to Leases
	 
	 	 	 	With respect to each Lease for Real Property, the respective Issuer Party shall, if
it is the landlord, perform all the obligations imposed upon the landlord under such
Lease and, if it is the tenant, enforce all of the tenant’s obligations thereunder,
except where the failure to so perform or enforce could not reasonably be expected
to result in a Property Material Adverse Effect.




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	 	(o)	 	Board Rights






	 	(i)	 	For so long as the Obligations remain unpaid and unsatisfied,
each Issuer Party shall give a representative designated by the Administrative
Agent (the “Observer”) written notice of each meeting of the Board of
Directors of such Issuer Party, at the same time and in the same manner as
notice is given to the directors on the Board of Directors of such Issuer Party
and such Issuer Party shall permit the Observer to attend, as an observer, all
such meetings. The Issuer Parties shall reimburse the Observer for the travel
and other related expenses that s/he reasonably incurs in connection with
her/his activities as an observer pursuant to this Section 8.1(o)(i).
The Observer shall be entitled to receive all written materials and other
information (including, without limitation, copies of meeting minutes and
agenda) given to the Board of Directors of each Issuer Party in connection with
such meetings at the same time such materials and information are given to the
Board of Directors of such Issuer Party. The Purchasers for themselves and on
behalf of the Observer agree that the confidentiality provisions of each Issuer
Party’s Organizational Documents shall apply to all meetings of its Board of
Directors and to all confidential materials and information received by the
Observer. Notwithstanding the foregoing, in the event that, in the reasonable
judgment of each Issuer Party and the Purchasers, the attendance of the
Observer at a meeting or any portion thereof of the Board of Directors of such
Issuer Party and/or the receipt of any materials or information would create a
conflict of interest for the Purchasers in their capacity as “Purchasers” under
this Agreement, the Observer shall, as the case may be, abstain from
participating in any such meeting or portion thereof or not be entitled to
receipt of such materials and other information.
	 
	 	(ii)	 	Each Issuer Party shall cause its Board of Directors to meet
not less often than quarterly.






	 	(p)	 	Amendments to Senior Documents
	 
	 	 	 	Upon the Purchasers’ request, simultaneously with the execution of an amendment,
waiver, modification, supplement or other agreement by the Issuer Parties in favor
of the Senior Agent and the Senior Lenders the effect of which amends or modifies
the representations, warranties, covenants or events of default in the Senior
Documents or accelerates the maturity date of the loans made under the Senior
Documents, the Issuer Parties shall execute and deliver to the Purchasers a
corresponding amendment, waiver, modification, supplement or other agreement in
favor of the Purchasers with respect to the Transaction Documents which amendment or
other agreement shall maintain any applicable “cushion” between the Senior Documents
and the Transaction Documents.
	 
	 	(q)	 	Subordination Agreement




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	 	 	 	From and after execution and delivery thereof by each Issuer Party, such Issuer
Party shall perform and observe its obligations under any Subordination Agreement,
if any.
	 
	 	(r)	 	Enforcement of Rights
	 
	 	 	 	Holdings shall enforce all of its rights under the Acquisition Documents, including,
but not limited to, all indemnification rights and pursue all remedies available to
it with diligence and in good faith in connection with the enforcement of any such
rights.
	 
	 	(s)	 	Substitute Notes 
	 
	 	 	 	Promptly following the consummation of the Merger, Target shall execute and deliver
to each Purchaser promissory notes, in the form attached hereto as Exhibit
H, which promissory notes shall be given in substitution for and replacement of
those certain promissory notes executed by the Company on the Closing Date in favor
of each Purchaser. Upon delivery to the Purchasers of such promissory notes, each
Purchaser shall surrender the original promissory notes delivered by the Company on
the Closing Date.






	 	8.2	 	Negative Covenants
	 
	 	 	 	Until the payment in full in cash of all the Obligations including, without limitation, all
expenses and amounts due at such time in respect of indemnity obligations under Section
7, no Issuer Party will, nor will it cause or permit any Subsidiaries to:






	 	(a)	 	Indebtedness
	 
	 	 	 	Incur, create, assume or permit to exist, directly or indirectly, any Indebtedness,
except






	 	(i)	 	Indebtedness incurred under this Agreement and the other
Transaction Documents;
	 
	 	(ii)	 	(1) Indebtedness outstanding on the Closing Date and listed on
Schedule 8.2(a)(ii), and (2) refinancings or renewals thereof; provided
that (A) any such refinancing Indebtedness is in an aggregate principal amount
not greater than the aggregate principal amount of the Indebtedness being
renewed or refinanced, plus the amount of any premiums required to be paid
thereon and reasonable fees and expenses associated therewith, (B) such
refinancing Indebtedness has a later or equal final maturity and longer or
equal weighted average life than the Indebtedness being renewed or refinanced
and (C) the covenants, events of default, subordination and other provisions
thereof (including any guarantees thereof) shall be, in the aggregate, no less
favorable to the Purchasers than those contained in the Indebtedness being
renewed or refinanced;




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	 	(iii)	 	Indebtedness incurred under the Senior Credit Agreement in an
aggregate amount not to exceed $158.0 million at any time outstanding
minus the amount of (1) any principal amortization payments on term
loan borrowings and (2) permanent reductions in the revolving loan commitment
under the Senior Credit Agreement; provided, however the Indebtedness incurred
under the Senior Credit Agreement or Indebtedness incurred in connection with
any refinancing or replacement of the Senior Debt after the date hereof may be
increased to an amount not to exceed $233.0 million minus the amount of
(1) any principal amortization payments on term loan borrowings and (2)
permanent reductions in the revolving loan commitment under the Senior Credit
Agreement, in each case so long as the Total Leverage Ratio for the 4 Fiscal
Quarters most recently ended after giving effect to any such increase (as if
such increase had occurred during such 4 Fiscal Quarter Period) does not exceed
8.0 to 1.0; provided that, in the case of any replacement or refinancing after
the date hereof, the yield on the replaced or refinanced Indebtedness shall not
be greater than the yield on the Indebtedness being replaced or refinanced. If
in connection with a Permitted Acquisition, (x) the Issuer Parties request that
the Required Note-Holders consent to an increase of such $233.0 million amount,
which consent shall be at the sole discretion of the Required Note-Holders, (y)
the Total Leverage Ratio for the 4 Fiscal Quarters most recently ended after
giving effect to any such proposed increase (as if such proposed increase had
occurred during such 4 Fiscal Quarter Period) does not exceed 8.0 to 1.0 and
(z) the Required Note-Holders refuse to grant such consent, then the Issuer
Parties may, notwithstanding any other terms contained in the Transaction
Documents, (A) prepay the Notes held by any non-consenting Purchaser without
penalty or premium in accordance with the terms of the Notes or (B) upon notice
to each non-consenting Purchaser and the Administrative Agent, require such
non-consenting Purchaser to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents
required by, Section 12.3), all of its interests, rights and obligations under
this Agreement and the other Transaction Documents and such assignee shall
assume such obligations (which assignee may be another Purchaser, if a
Purchaser accepts such assignment); provided, that (i) the Administrative Agent
shall have been paid the processing and recordation fee specified in
Section 12.3(d); (ii) such non-consenting Purchaser shall have received
payment of an amount equal to the outstanding principal of its Notes, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder
and under the other Transaction Documents (other than prepayment penalties);
and (iii) such assignment does not conflict with applicable Requirements of
Law.
	 
	 	(iv)	 	Indebtedness under Hedging Obligations with respect to interest
rates, foreign currency exchange rates or commodity prices, in each case not
entered into for speculative purposes; provided that if such Hedging
Obligations relate to interest rates, (1) such Hedging Obligations relate to




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	 	 	 	payment obligations on Indebtedness otherwise permitted to be incurred by
the Transaction Documents and (2) the notional principal amount of such
Hedging Obligations at the time incurred does not exceed the principal
amount of the Indebtedness to which such Hedging Obligations relate;
	 
	 	(v)	 	Indebtedness permitted by Sections 8.2(d)(vi) and
(ix);
	 
	 	(vi)	 	Indebtedness in respect of Purchase Money Obligations and
Capital Lease Obligations, and refinancings or renewals thereof, in an
aggregate amount not to exceed $5.0 million at any time outstanding;
	 
	 	(vii)	 	Indebtedness in respect of bid, performance or surety bonds,
workers’ compensation claims, self-insurance obligations and bankers
acceptances issued for the account of any Issuer Party in the ordinary course
of business, including guarantees or obligations of any Issuer Party with
respect to letters of credit supporting such bid, performance or surety bonds,
workers’ compensation claims, self-insurance obligations and bankers
acceptances (in each case other than for an obligation for money borrowed);
	 
	 	(viii)	 	Contingent Obligations of any Issuer Party in respect of Indebtedness
otherwise permitted under this Section 8.2(a);
	 
	 	(ix)	 	Indebtedness arising from netting services, the honoring by a
bank or other financial institution of a check, draft or similar instrument
inadvertently (except in the case of daylight overdrafts) drawn against
insufficient funds in the ordinary course of business; provided, however, that
such Indebtedness is extinguished within twenty Business Days of incurrence;
	 
	 	(x)	 	Indebtedness arising in connection with endorsement of
instruments for deposit in the ordinary course of business;
	 
	 	(xi)	 	other Indebtedness incurred or assumed in connection with a
Permitted Acquisition in an aggregate amount not to exceed $5.0 million;
	 
	 	(xii)	 	Indebtedness arising from agreements providing for
indemnification, adjustment of purchase price or similar obligations, or from
guaranties or letters of credit, surety bonds or performance bonds securing the
performance of Holdings or any of its Subsidiaries pursuant to such agreements,
in connection with Permitted Acquisitions, Asset Sales or any other permitted
dispositions of any business, assets or Subsidiary of Holdings or any of its
Subsidiaries;
	 
	 	(xiii)	 	Indebtedness of any Subsidiary to the Company or any Subsidiary Guarantor or
of the Company to any Subsidiary Guarantor;




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	 	(xiv)	 	Indebtedness consisting of Attributable Indebtedness incurred
in connection with any transactions permitted by Section 8.2(f)(vi);
and
	 
	 	(xv)	 	unsecured Indebtedness of any Issuer Party in an aggregate
amount not to exceed $5.0 million at any time outstanding.






	 	(b)	 	Liens
	 
	 	 	 	Create, incur, assume or permit to exist, directly or indirectly, any Lien on any
property now owned or hereafter acquired by it or on any income or revenues or
rights in respect of any thereof, except the following (collectively, the “Permitted
Liens”):






	 	(i)	 	inchoate Liens for taxes, assessments or governmental charges
or levies not yet due and payable or delinquent and Liens for taxes,
assessments or governmental charges or levies, which (a) are being contested in
good faith by appropriate proceedings for which adequate reserves have been
established in accordance with GAAP, which proceedings (or orders entered in
connection with such proceedings) have the effect of preventing the forfeiture
or sale of the property subject to any such Lien, and (b) in the case of any
such charge or claim which has or may become a Lien against any assets of any
Issuer Party, such Lien and the contest thereof shall satisfy the Contested
Asset Lien Conditions;
	 
	 	(ii)	 	Liens in respect of property of any Issuer Party imposed by
Requirements of Law, which were incurred in the ordinary course of business and
do not secure Indebtedness for borrowed money, such as carriers’,
warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s
and mechanics’ Liens and other similar Liens arising in the ordinary course of
business, and (a) which do not in the aggregate materially detract from the
value of the property of the Issuer Parties, taken as a whole, and do not
materially impair the use thereof in the operation of the business of the
Issuer Parties, taken as a whole, (b) which, if they secure obligations that
are then due and unpaid, are being contested in good faith by appropriate
proceedings for which adequate reserves have been established in accordance
with GAAP, which proceedings (or orders entered in connection with such
proceedings) have the effect of preventing the forfeiture or sale of the
property subject to any such Lien, and (c) in the case of any such Lien which
has or may become a Lien against any assets of any Issuer Party, such Lien and
the contest thereof shall satisfy the Contested Asset Lien Conditions;
	 
	 	(iii)	 	any Lien in existence on the Closing Date and set forth on
Schedule 8.2(b)(iii) and any Lien granted as a replacement or
substitute therefor; provided that any such replacement or substitute Lien (i)
except as permitted by Section 8.2(a)(ii)(2)(A), does not secure an
aggregate amount of Indebtedness, if any, greater than that secured on the
Closing




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	 	 	 	Date and (ii) does not encumber any property other than the property subject
thereto on the Closing Date (any such Lien, an “Existing Lien”);
	 
	 	(iv)	 	easements, rights-of-way, restrictions (including zoning
restrictions), covenants, licenses, encroachments, protrusions and other
similar charges or encumbrances, and minor title deficiencies on or with
respect to any Real Property, in each case whether now or hereafter in
existence, not (a) securing Indebtedness, (b) individually or in the aggregate
materially impairing the value or marketability of such Real Property or (c)
individually or in the aggregate materially interfering with the ordinary
conduct of the business of the Issuer Parties at such Real Property;
	 
	 	(v)	 	Liens arising out of judgments, attachments or awards not
resulting in a Default;
	 
	 	(vi)	 	Liens (other than any Lien imposed by ERISA) (x) imposed by
Requirements of Law or deposits made in connection therewith in the ordinary
course of business in connection with workers’ compensation, unemployment
insurance and other types of social security legislation, (y) incurred in the
ordinary course of business to secure the performance of tenders, statutory
obligations (other than excise taxes), surety, stay, customs and appeal bonds,
statutory bonds, bids, leases, government contracts, trade contracts,
performance and return of money bonds and other similar obligations (exclusive
of obligations for the payment of borrowed money) or (z) arising by virtue of
deposits made in the ordinary course of business to secure liability for
premiums to insurance carriers; provided that (i) with respect to clauses (x),
(y) and (z) of this paragraph (vi), such Liens are for amounts not yet due and
payable or delinquent or, to the extent such amounts are so due and payable,
such amounts are being contested in good faith by appropriate proceedings for
which adequate reserves have been established in accordance with GAAP, which
proceedings for orders entered in connection with such proceedings have the
effect of preventing the forfeiture or sale of the property subject to any such
Lien, (ii) to the extent such Liens are not imposed by Requirements of Law,
such Liens shall in no event encumber any property other than cash and Cash
Equivalents and (iii) in the case of any such Lien against any assets of any
Issuer Party, such Lien and the contest thereof shall satisfy the Contested
Asset Lien Conditions;
	 
	 	(vii)	 	Leases of the properties of any Issuer Party, in each case
entered into in the ordinary course of such Issuer Party’s business so long as
such Leases (other than with respect to Leases of Real Property) are
subordinate in all respects to the Liens granted and evidenced by the Senior
Documents and do not, individually or in the aggregate, (a) interfere in any
material respect with the ordinary conduct of the business of any Issuer Party,
or (b) materially impair the use (for its intended purposes) or the value of
the property subject thereto;




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	 	(viii)	 	Liens arising out of conditional sale, title retention, consignment or
similar arrangements for the sale of goods entered into by any Issuer Party in
the ordinary course of business in accordance with the past practices of such
Issuer Party;
	 
	 	(ix)	 	Liens securing Indebtedness incurred pursuant to
Section 8.2(a)(vi); provided that any such Liens attach only to the
property being financed pursuant to such Indebtedness and do not encumber any
other property of any Issuer Party;
	 
	 	(x)	 	bankers’ Liens, rights of setoff and other similar Liens
existing solely with respect to cash and Cash Equivalents on deposit in one or
more accounts maintained by any Issuer Party, in each case granted in the
ordinary course of business in favor of the bank or banks with which such
accounts are maintained, securing amounts owing to such bank with respect to
cash management and operating account arrangements, including those involving
pooled accounts and netting arrangements; provided that, unless such Liens are
non-consensual and arise by operation of law, in no case shall any such Liens
secure (either directly or indirectly) the repayment of any Indebtedness;
	 
	 	(xi)	 	Liens on property of a Person existing at the time such Person
is acquired or merged with or into or consolidated with any Issuer Party to the
extent permitted hereunder (and not created in anticipation or contemplation
thereof); provided that such Liens do not extend to property not subject to
such Liens at the time of acquisition (other than improvements thereon) and are
no more favorable to the lienholders than such existing Lien;
	 
	 	(xii)	 	Liens granted pursuant to the Senior Documents;
	 
	 	(xiii)	 	licenses of Intellectual Property granted by any Issuer Party in the ordinary
course of business and not interfering in any material respect with the
ordinary conduct of business of the Issuer Parties;
	 
	 	(xiv)	 	the filing of UCC financing statements solely as a
precautionary measure in connection with operating leases or consignment of
goods; and
	 
	 	(xv)	 	Liens incurred in the ordinary course of business of any Issuer
Party with respect to obligations that do not in the aggregate exceed $2.0
million at any time outstanding.






	 	(c)	 	Sale and Leaseback Transactions
	 
	 	 	 	Enter into any arrangement, directly or indirectly, with any Person whereby it shall
sell or transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such property
or other property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred (a “Sale and




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	 	 	 	Leaseback Transaction”) unless (i) the sale of such property is permitted by
Section 8.2(f) and (ii) any Liens arising in connection with its use of such
property are permitted by Section 8.2(b).
	 
	 	(d)	 	Investment, Loan and Advances
	 
	 	 	 	Directly or indirectly, lend money or credit (by way of guarantee or otherwise) or
make advances to any Person, or purchase or acquire any stock, bonds, notes,
debentures or other obligations or securities of, or any other interest in, or make
any capital contribution to, any other Person, or purchase or own a futures contract
or otherwise become liable for the purchase or sale of currency or other commodities
at a future date in the nature of a futures contract (all of the foregoing,
collectively, “Investments”), except that the following shall be permitted:






	 	(i)	 	the Issuer Parties may consummate the Transactions and the
Related Transactions in accordance with the provisions of the Transaction
Documents and the Related Transaction Documents, as applicable;
	 
	 	(ii)	 	Investments outstanding on the Closing Date and identified on
Schedule 8.2(d)(ii);
	 
	 	(iii)	 	the Issuer Parties may (a) acquire and hold accounts
receivables owing to any of them if created or acquired in the ordinary course
of business and payable or dischargeable in accordance with customary terms,
(b) invest in, acquire and hold cash and Cash Equivalents, (c) endorse
negotiable instruments held for collection in the ordinary course of business
or (d) make lease, supplier, utility and other similar deposits in the ordinary
course of business;
	 
	 	(iv)	 	Hedging Obligations incurred pursuant to Section
8.2(a)(iv);
	 
	 	(v)	 	loans and advances to directors, employees and officers of the
Company and the Subsidiaries for bona fide business purposes and to purchase
Equity Interests of Holdings, in aggregate amount not to exceed $2.5 million at
any time outstanding;
	 
	 	(vi)	 	Investments (a) by any Issuer Party in the Company or any
Subsidiary Guarantor, (b) by any Issuer Party in any Person that, in connection
with an Investment that is a Permitted Acquisition, becomes a Subsidiary
Guarantor and (c) by a Subsidiary that is not a Subsidiary Guarantor in any
other Subsidiary that is not a Subsidiary Guarantor;
	 
	 	(vii)	 	Investments in securities of trade creditors or customers in
the ordinary course of business received upon foreclosure or pursuant to any
plan of reorganization or liquidation or similar arrangement upon the
bankruptcy or insolvency of such trade creditors or customers;




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	 	(viii)	 	Investments made by the Company or any Subsidiary as a result of
consideration received in connection with an Asset Sale made in compliance with
Section 8.2(f);
	 
	 	(ix)	 	Investments made in compliance with Section 8.2(t); and
	 
	 	(x)	 	other Investments in an aggregate amount not to exceed $5.0
million at any time outstanding.






	 	 	An Investment shall be deemed to be outstanding to the extent not returned in the same form
as the original Investment to the Company or any Subsidiary Guarantor.






	 	(e)	 	Mergers and Consolidations
	 
	 	 	 	Wind up, liquidate or dissolve its affairs or enter into any transaction of merger
or consolidation (or agree to do any of the foregoing at any future time), except
that the following shall be permitted:






	 	(i)	 	Asset Sales in compliance with Section 8.2(f);
	 
	 	(ii)	 	acquisitions in compliance with Section 8.2(g);
	 
	 	(iii)	 	any Issuer Party may merge or consolidate with or into the
Company or any Subsidiary Guarantor (as long as the Company is the surviving
Person in the case of any merger or consolidation involving the Company and a
Subsidiary Guarantor is the surviving Person and remains a Wholly Owned
Subsidiary of Holdings in any other case);
	 
	 	(iv)	 	any Subsidiary may dissolve, liquidate or wind up its affairs
at any time; provided that such dissolution, liquidation or winding up, as
applicable, could not reasonably be expected to have a Material Adverse Effect;
and
	 
	 	(v)	 	the Transactions as contemplated by the Transaction Documents
and the Related Transaction Documents, including, without limitation, the
Acquisition, the filing of the Merger Certificate and the Merger.






	 	(f)	 	Asset Sales
	 
	 	 	 	Effect any Asset Sale, or agree to effect any Asset Sale, except that the following
shall be permitted:






	 	(i)	 	disposition of used, worn out, obsolete or surplus property by
any Issuer Party in the ordinary course of business and the abandonment or
other disposition of Intellectual Property that is, in the reasonable judgment
of the Company, no longer economically practicable to maintain or useful in the
conduct of the business of the Issuer Parties taken as a whole;




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	 	(ii)	 	Asset Sales; provided that the aggregate consideration received
in respect of all Asset Sales pursuant to this clause (ii) shall not exceed
$5.0 million in any four consecutive Fiscal Quarters of the Company, but, in
any event, shall not exceed $2.0 million with respect to any single Asset Sale;
	 
	 	(iii)	 	leases of real or personal property in the ordinary course of
business;
	 
	 	(iv)	 	mergers and consolidations in compliance with Section
8.2(e);
	 
	 	(v)	 	Investments in compliance with Section 8.2(d); and
	 
	 	(vi)	 	solely in connection with and as contemplated by a Permitted
Acquisition, Sale and Leaseback Transaction not to exceed $10.0 million.






	 	(g)	 	Acquisitions
	 
	 	 	 	Purchase or otherwise acquire (in one or a series of related transactions) any part
of the property (whether tangible or intangible) of any Person (or agree to do any
of the foregoing at any future time), except that the following shall be permitted:






	 	(i)	 	Capital Expenditures by the Company and the Subsidiaries;
	 
	 	(ii)	 	purchases and other acquisitions of inventory, materials,
contracts, equipment, intangible property and other assets in the ordinary
course of business;
	 
	 	(iii)	 	Investments in compliance with Section 8.2(d);
	 
	 	(iv)	 	leases of real or personal property in the ordinary course of
business;
	 
	 	(v)	 	Permitted Acquisitions; and
	 
	 	(vi)	 	mergers and consolidations in compliance with Section
8.2(e).






	 	(h)	 	Dividends
	 
	 	 	 	Authorize, declare or pay, directly or indirectly, any Dividends with respect to any
Issuer Party, except that the following shall be permitted:






	 	(i)	 	Dividends by any Issuer Party to the Company or any Guarantor
that is a Wholly Owned Subsidiary of the Company;
	 
	 	(ii)	 	payments to Holdings to permit Holdings, and the subsequent use
of such payments by Holdings, to repurchase or redeem Qualified Capital Stock
of Holdings held by officers, directors or employees or former officers,
directors or employees (or their transferees, estates or beneficiaries under
their estates) of any Issuer Party, upon their death, disability, retirement,
severance or termination of employment or service; provided that the aggregate
cash consideration paid for all such redemptions and payments




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	 	 	 	shall not exceed, in any Fiscal Year, the sum of (x) $2.0 million, plus (y)
the amount of any Net Cash Proceeds received by Holdings or contributed to
the Company from the issuance and sale since the issue date of Qualified
Capital Stock of Holdings (other than the Cure Amounts or amounts
contributed for purposes of making Capital Expenditures) to officers,
directors or employees of any Issuer Party that have not been used to make
any repurchases, redemptions or payments under this clause (ii), plus (z)
the net cash proceeds of any “key-man” life insurance policies of any Issuer
Party that have not been used to make any repurchases, redemptions or
payments under this clause (ii);
	 
	 	(iii)	 	(A) to the extent actually used by Holdings to pay such taxes,
costs and expenses, payments by the Company to or on behalf of Holdings in an
amount sufficient to pay franchise taxes and other fees required to maintain
the legal existence of Holdings, (B) payments by the Company to or on behalf of
Holdings in an amount sufficient to pay out-of-pocket legal, accounting and
filing costs and other expenses in the nature of overhead in the ordinary
course of business of Holdings, (C) to the extent actually used by the parent
of Holdings to pay such taxes, costs and expenses, payments by Holdings to or
on behalf of the parent of Holdings in an amount sufficient to pay franchise
taxes and other fees required to maintain the legal existence of such parent
and (D) payments by Holdings to or on behalf of the parent of Holdings in an
amount sufficient to pay out-of-pocket legal, accounting and filing costs and
other expenses in the nature of overhead in the ordinary course of business of
such parent, in the case of clauses (A) through (D) in an aggregate amount not
to exceed $250,000 in any Fiscal Year;
	 
	 	(iv)	 	Permitted Tax Distributions by (i) the Company to Holdings and
(ii) Holdings to the holders of its Equity Interests; and
	 
	 	(v)	 	payments made to Holdings to permit Holdings to make payments
permitted by Section 8.2(i)(v).






	 	(i)	 	Transactions with Affiliates
	 
	 	 	 	Enter into, directly or indirectly, any transaction or series of related
transactions, whether or not in the ordinary course of business, with any Affiliate
of any Issuer Party (other than between or among the Company and one or more
Subsidiary Guarantors), other than on terms and conditions at least as favorable to
such Issuer Party as would reasonably be obtained by such Issuer Party at that time
in a comparable arm’s-length transaction with a Person other than an Affiliate,
except that the following shall be permitted:






	 	(i)	 	Dividends permitted by Section 8.2(h);
	 
	 	(ii)	 	Investments permitted by Sections 8.2(d)(v), (vi)(a)
and (c), (ix) and (x);




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	 	(iii)	 	reasonable and customary director (including, without
limitation, amounts being paid to Nader Dahreshori), officer and employee
compensation (including bonuses and related expenses) and other benefits
(including retirement, health, stock option and other benefit plans) and
indemnification arrangements, in each case approved by the Board of Directors
of the Company;
	 
	 	(iv)	 	transactions with customers, clients, suppliers, joint venture
partners or purchasers or sellers of goods and services, in each case in the
ordinary course of business and otherwise not prohibited by the Transaction
Documents;
	 
	 	(v)	 	so long as no Default exists and the Administrative Agent and
each Purchaser has received the most current version of the Management Services
Agreement, at the times specified and the amounts set forth in the Management
Services Agreement, the payment of (i) the annual advisory fee and
reimbursement of expenses to Veronis Suhler Stevenson LLC (“VSS LLC”); provided
that payments under this clause (v)(i) shall in any event not exceed $260,000
per Fiscal Year, (ii) transaction fees payable to VSS LLC pursuant to Section
3.1 of the Management Services Agreement, which transaction fees shall not
exceed 1% of enterprise value in respect of the transaction pursuant to which
such fees are owed, and (iii) all other investment banking fees and related
expenses payable to VSS LLC pursuant to the Management Services Agreement;
	 
	 	(vi)	 	the existence of, and the performance by any Issuer Party of
its obligations under the terms of, any limited liability company, limited
partnership or other Organizational Document or securityholders agreement
(including any registration rights agreement or purchase agreement related
thereto) to which it is a party on the Closing Date, and which has been
disclosed to the Purchasers as in effect on the Closing Date, and similar
agreements that it may enter into thereafter; provided, however, that the
existence of, or the performance by any Issuer Party of obligations under, any
amendment to any such existing agreement or any such similar agreement entered
into after the Closing Date shall only be permitted by this
Section 8.2(i)(vi) to the extent not more adverse to the interest of
the Purchasers in any material respect, when taken as a whole, than any of such
documents and agreements as in effect on the Closing Date;
	 
	 	(vii)	 	sales of Qualified Capital Stock of Holdings to Affiliates of
the Company (except as permitted under Section 8.2(h)(ii)) not
otherwise prohibited by the Transaction Documents and the granting of
registration and other customary rights in connection therewith;
	 
	 	(viii)	 	any transaction with an Affiliate where the only consideration paid by any
Issuer Party is Qualified Capital Stock of Holdings;




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	 	(ix)	 	exercise of the Cure Right;
	 
	 	(x)	 	the transactions set forth on Schedule 8.2(i) of this
Agreement; and
	 
	 	(xi)	 	the Transactions as contemplated by the Transaction Documents
and Related Transaction Documents.






	 	(j)	 	Prepayments of Other Indebtedness; Modifications of Organizational
Documents and Other Documents, etc
	 
	 	 	 	Directly or indirectly:






	 	(i)	 	make (or give any notice in respect thereof) any voluntary or
optional payment or prepayment on or redemption or acquisition for value of, or
any prepayment or redemption as a result of any asset sale, change of control
or similar event of, any Subordinated Indebtedness, except as otherwise
permitted by this Agreement or except as otherwise permitted by Section
8.2(a)(iii);
	 
	 	(ii)	 	amend or modify, or permit the amendment or modification of,
any provision of any Transaction Document or Related Transaction Document
(other than the Senior Documents) in any manner that is adverse in any material
respect to the interests of the Purchasers or any Subordinated Indebtedness if
the effect of such amendment or modification is to increase the interest rate
on such Subordinated Indebtedness, change (to earlier dates) and dates upon
which payments of principal or interest are due thereon, change any event of
default or condition to an event of default with respect thereto (other than to
eliminate any such event of default or increase any grace period related
thereto), change the redemption, prepayment or defeasance provisions thereof or
change the subordination provisions of such Subordinated Indebtedness (or any
guaranty thereof); or
	 
	 	(iii)	 	terminate, amend or modify any of its Organizational Documents
or any agreement to which it is a party with respect to its Equity Interests
(including any stockholders’ agreement) (collectively, the “Equity
Agreements”), or enter into any new agreement with respect to its Equity
Interests, other than any such amendments or modifications or such new
agreements which are not adverse in any material respect to the interests of
any Purchaser; provided that Holdings may issue such Equity Interests, so long
as such issuance is not prohibited by Section 8.2(l) or any other
provision of this Agreement, and may amend or modify its Organizational
Documents or other Equity Agreements to authorize any such Equity Interests.




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	 	(k)	 	Limitation on Certain Restrictions on Subsidiaries
	 
	 	 	 	Directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay
dividends or make any other distributions on its capital stock or any other interest
or participation in its profits owned by the Company or any Subsidiary, or pay any
Indebtedness owed to the Company or a Subsidiary, (b) make loans or advances to the
Company or any Subsidiary or (c) transfer any of its properties to the Company or
any Subsidiary, except for such encumbrances or restrictions existing under or by
reason of (i) applicable Requirements of Law; (ii) this Agreement and the other
Transaction Documents; (iii) the Senior Documents; (iv) customary provisions
restricting subletting or assignment of any lease governing a leasehold interest of
a Subsidiary; (v) customary provisions restricting assignment of any agreement
entered into by a Subsidiary in the ordinary course of business; (vi) any holder of
a Lien permitted by Section 8.2(b) restricting the transfer of the property
subject thereto; (vii) customary restrictions and conditions contained in any
agreement relating to the sale of any property permitted under
Section 8.2(f) pending the consummation of such sale; (viii) any agreement
in effect at the time such Subsidiary becomes a Subsidiary of the Company, so long
as such agreement was not entered into in connection with or in contemplation of
such Person becoming a Subsidiary of the Company; (ix) without affecting the Issuer
Parties’ obligations under Section 8.1(k), customary provisions in
partnership agreements, limited liability company organizational governance
documents, asset sale and stock sale agreements and other similar agreements entered
into in the ordinary course of business that restrict the transfer of ownership
interests in such partnership, limited liability company or similar Person; (x)
restrictions on cash or other deposits or net worth imposed by suppliers or
landlords under contracts entered into in the ordinary course of business; (xi) any
instrument governing Indebtedness assumed in connection with any Permitted
Acquisition, which encumbrance or restriction is not applicable to any Person, or
the properties or assets of any Person, other than the Person or the properties or
assets of the Person so acquired; (xii) in the case of any joint venture which is
not an Issuer Party in respect of any matters referred to in clauses (b) and (c)
above, restrictions in such Person’s Organizational Documents or pursuant to any
joint venture agreement or stockholders agreements solely to the extent of the
Equity Interests of or property held in the subject joint venture or other entity;
or (xiii) any encumbrances or restrictions imposed by any amendments or refinancings
that are otherwise permitted by the Transaction Documents of the contracts,
instruments or obligations referred to in clauses (iii) or (viii) above; provided
that such amendments or refinancings are no more materially restrictive with respect
to such encumbrances and restrictions than those prior to such amendment or
refinancing.
	 
	 	(l)	 	Limitation on Issuance of Capital Stock






	 	(i)	 	With respect to Holdings, issue any Equity Interest that is not
Qualified Capital Stock other than MIP Units.




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	 	(ii)	 	With respect to the Company or any Subsidiary, issue any Equity
Interest (including by way of sales of treasury stock) or any options or
warrants to purchase, or securities convertible into, any Equity Interest,
except (i) for stock splits, stock dividends and additional issuances of Equity
Interests which do not decrease the percentage ownership of the Company or any
Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii)
Subsidiaries of the Company formed after the Closing Date in accordance with
Section 8.2(m) may issue Equity Interests to the Company or the
Subsidiary of the Company which is to own such Equity Interests; and (iii) the
Company may issue common stock that is Qualified Capital Stock to Holdings.






	 	(m)	 	Limitation on Creation of Subsidiaries
	 
	 	 	 	Other than as permitted pursuant to Section 8.2(t), establish, create or
acquire any additional Subsidiaries without the prior written consent of the
Required Note-Holders; provided that, without such consent, the Company may (i)
establish or create one or more Wholly Owned Subsidiaries of the Company, (ii)
establish, create or acquire one or more Subsidiaries in connection with an
Investment made pursuant to Section 8.2(d) or (iii) acquire one or more
Subsidiaries in connection with a Permitted Acquisition, so long as, in each case,
Section 8.1(k) shall be complied with.
	 
	 	(n)	 	Business






	 	(i)	 	With respect to Holdings, engage in any business activities or
have any properties or liabilities, other than (a) its ownership of the Equity
Interests of the Company or any parent company of the Company whose only asset
is its beneficial ownership of the Company and is a direct or indirect Wholly
Owned Subsidiary of Holdings, (b) obligations under the Transaction Documents,
the Related Transaction Documents and the Senior Documents, and (c) activities,
properties and/or liabilities or other obligations incidental to the foregoing
clauses (a) and (b), including, without limitation, liabilities or other
obligations incident to its fulfilling its obligations under its Organizational
Documents and to be in good standing in its jurisdiction of organization.
	 
	 	(ii)	 	With respect to the Company and the Subsidiaries, engage
(directly or indirectly) in any business other than those businesses in which
the Company and its Subsidiaries are engaged on the Closing Date (or, in the
good faith judgment of the Board of Directors, which are substantially related
thereto or are reasonable extensions thereof).






	 	(o)	 	Limitation on Accounting Changes




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	 	 	 	Make or permit any change in accounting policies or reporting practices, without the
consent of the Required Note-Holders, which consent shall not be unreasonably
withheld, except changes that are required by GAAP.
	 
	 	(p)	 	Fiscal Year
	 
	 	 	 	Change its Fiscal Year-end to a date other than December 31.
	 
	 	(q)	 	No Further Negative Pledge
	 
	 	 	 	Enter into any agreement, instrument, deed or lease which, by its terms, prohibits
or limits the ability of any Issuer Party to create, incur, assume or suffer to
exist any Lien upon any of their respective properties or revenues, whether now
owned or hereafter acquired, or which requires the grant of any security for an
obligation if security is granted for another obligation, except the following: (1)
this Agreement, the other Transaction Documents and the Senior Documents; (2)
covenants in documents creating Liens permitted by Section 8.2(b)
prohibiting further Liens on the properties encumbered thereby; (3) any other
agreement that does not restrict in any manner (directly or indirectly) Liens
created pursuant to the Senior Documents on any Collateral securing the Senior Debt
and does not require the direct or indirect granting of any Lien securing any
Indebtedness or other obligation by virtue of the granting of Liens on or pledge of
property of any Loan Party to secure the Senior Debt; and (4) any prohibition or
limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists
of customary restrictions and conditions contained in any agreement relating to the
sale of any property permitted under Section 8.2(f) pending the consummation
of such sale, (c) restricts subletting or assignment of any lease governing a
leasehold interest of the Company or a Subsidiary, (d) exists in any agreement in
effect at the time such Subsidiary becomes a Subsidiary of the Company, so long as
such agreement was not entered into in contemplation of such Person becoming a
Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise
permitted by the Transaction Documents of the contracts, instruments or obligations
referred to in clause (3) or (4)(d); provided that such amendments and refinancings
are no more materially restrictive with respect to such prohibitions and limitations
than those prior to such amendment or refinancing.
	 
	 	(r)	 	Anti-Terrorism Law; Anti-Money Laundering






	 	(i)	 	Directly or indirectly, (i) knowingly conduct any business or
engage in making or receiving any contribution of funds, goods or services to
or for the benefit of any Person described in Section 5.22, (ii)
knowingly deal in, or otherwise engage in any transaction relating to, any
property or interests in property blocked pursuant to the Executive Order or
any other Anti-Terrorism Law, or (iii) knowingly engage in or conspire to
engage in any transaction that evades or avoids, or has the purpose of evading
or avoiding, or attempts to violate, any of the prohibitions set forth in any
Anti-Terrorism Law (and the Issuer Parties shall deliver to the Purchasers




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	 	 	 	any certification or other evidence requested from time to time by any
Purchaser in its reasonable discretion, confirming the Issuer Parties’
compliance with this Section 8.2(r)).
	 
	 	(ii)	 	Cause or permit any of the funds of such Issuer Party that are
used to repay the Notes to be derived from any unlawful activity with the
result that the issuances of the Notes would be in violation of any Requirement
of Law.






	 	(s)	 	Embargoed Person
	 
	 	 	 	Cause or permit (a) any of the funds or properties of the Issuer Parties that are
used to repay the amounts outstanding under the Notes to constitute property of, or
be beneficially owned directly or indirectly by, any Person subject to sanctions or
trade restrictions under United States law (“Embargoed Person” or “Embargoed
Persons”) that is identified on (1) the “List of Specially Designated Nationals and
Blocked Persons” maintained by OFAC and/or on any other similar list maintained by
OFAC pursuant to any authorizing statute including, but not limited to, the
International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading
with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or Requirement
of Law promulgated thereunder, with the result that the investment in the Issuer
Parties (whether directly or indirectly) is prohibited by a Requirement of Law, or
the purchase of the Notes made by the Purchasers would be in violation of a
Requirement of Law, or (2) the Executive Order, any related enabling legislation or
any other similar Executive Orders or (b) any Embargoed Person to have any direct or
indirect interest, of any nature whatsoever in the Issuer Parties, with the result
that the investment in the Issuer Parties (whether directly or indirectly) is
prohibited by a Requirement of Law or the issuance or purchase of the Notes is in
violation of a Requirement of Law.
	 
	 	(t)	 	Additional Holding Companies
	 
	 	 	 	Establish, create or acquire any additional Subsidiaries without the prior written
consent of the Required Note-Holders; provided that, without such consent, Holdings
may (a) establish or create one or more direct Subsidiaries of Holdings, (b)
establish, create or acquire one or more direct Subsidiaries in connection with an
Investment made pursuant to Section 8.2(d) or (c) acquire one or more direct
Subsidiaries in connection with a Permitted Acquisition, so long as, in each case,
Section 8.1(k) shall be complied with and such Subsidiary to the extent it is the
direct parent entity of the Company, shall assume all obligations of Holdings under
this Agreement by entering into a Joinder Agreement as set forth in Exhibit
F and executing a Guaranty and upon any such assumption and execution of
Guaranty Holdings shall be released from all its obligations under this Agreement,
and the other Transaction Documents.
	 
	 	(u)	 	Senior Document Amendments




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	 	 	 	Amend, modify, waive or change in any manner any term or condition of any Senior
Document if the effect of such amendment, modification, waiver or change is to (A)
increase Senior Debt in excess of the principal amount of Senior Debt permitted
under Section 8.2(a)(iii) or (B) add restrictions on the ability of the
Company or any Guarantor to make payments to the Administrative Agent and/or the
Purchasers or (C) modify the terms and conditions set forth in Section 6.11(c) of
the Senior Credit Agreement.
	 
	 	(v)	 	Limitation on Repurchases and Other Repayments of Notes
	 
	 	 	 	Directly or indirectly, prepay, repurchase, redeem or otherwise acquire or retire
(and shall not permit any Affiliate to), in whole or in part, directly or
indirectly, any Notes held by any holder of any Notes unless the applicable Issuer
Party, Subsidiary or any applicable Affiliate shall have offered to prepay,
repurchase, redeem or otherwise acquire or retire, as the case may be, the same
proportion of the aggregate principal amount of the Notes held by each other holder
of any Notes at the time outstanding upon the same terms and conditions.






	8.3	 	Financial Covenants
	 
	 	 	Each Issuer Party shall maintain and keep in full force and effect the Financial Covenant
set forth below. The calculation and determination of each such Financial Covenant, and all
accounting terms contained therein, shall be so calculated and construed in accordance with
GAAP, applied on a basis consistent with the financial statements of the Issuer Parties
delivered on or before the Closing Date to the Administrative Agent and each of the
Purchasers:
	 
	 	 	Minimum Consolidated EBITDA

	 
	 	 	Commencing with the Fiscal Quarter ending March 31, 2009, the Issuer Parties shall
maintain as of the end of each Fiscal Quarter, calculated on a rolling four (4)
quarter basis, for each four quarter period ending on the last day of each such
Fiscal Quarter, a Consolidated EBITDA of not less than $25,000,000.

	 
	9.	 	DEFAULTS AND REMEDIES
	 
	9.1	 	Events of Default
	 
	 	 	The occurrence of any one or more of the following events shall constitute an “Event of
Default” hereunder:






	 	(a)	 	a default shall be made in the payment of any principal of any Note when and as
the same shall become due and payable, whether at the due date thereof or at a date
fixed for prepayment (whether voluntary or mandatory) thereof or by acceleration
thereof or otherwise;





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	 	(b)	 	a default shall be made in the payment of any interest under any Note or any
other amount (other than an amount referred to in paragraph (a) above) due under any
Transaction Document, when and as the same shall become due and payable, and such
default shall continue unremedied for a period of three Business Days;
	 
	 	(c)	 	any representation or warranty made or deemed made in or in connection with any
Transaction Document, or any representation, warranty, statement or information
contained in any report, certificate, financial statement or other instrument furnished
in connection with or pursuant to any Transaction Document, shall prove to have been
false or misleading in any material respect when so made, deemed made or furnished;
	 
	 	(d)	 	default shall be made in the due observance or performance by any Issuer Party
of any covenant, condition or agreement contained in Section 8.1(b),
(c)(i), (h), Section 8.2 or in Section 8.3;
	 
	 	(e)	 	default shall be made in the due observance or performance by any Issuer Party
of any covenant, condition or agreement contained in any Transaction Document (other
than those specified in paragraphs (a), (b) or (d) immediately above) and such default
shall continue unremedied or shall not be waived for a period of 30 days after written
notice thereof from the Administrative Agent or any Purchaser to the Company;
	 
	 	(f)	 	any Issuer Party shall (i) fail to pay any principal or interest, regardless of
amount, due in respect of any Indebtedness (other than the Obligations and the Senior
Debt), when and as the same shall become due and payable beyond any applicable grace
period, or (ii) fail to observe or perform any other term, covenant, condition or
agreement contained in any agreement or instrument evidencing or governing any
Indebtedness (other than the Obligations and the Senior Debt) if the effect of any
failure referred to in this clause (ii) is to cause, or to permit the holder or holders
of such Indebtedness or a trustee or other representative on its or their behalf (with
or without the giving of notice, the lapse of time or both) to cause, such Indebtedness
to become due prior to its stated maturity or become subject to a mandatory offer
purchase by the obligor; provided that, it shall not constitute an Event of Default
pursuant to this paragraph (f) unless the aggregate amount of all such Indebtedness
referred to in clauses (i) and (ii) exceeds $5.0 million at any one time (provided
that, in the case of any Hedging Obligations, the amount counted for this purpose shall
be the amount payable by all Issuer Parties if such Hedging Obligations were terminated
at such time);
	 
	 	(g)	 	an involuntary proceeding shall be commenced or an involuntary petition shall
be filed in a court of competent jurisdiction seeking (i) relief in respect of any
Issuer Party, or of a substantial part of the property of any Issuer Party, under the
Bankruptcy Code, as now constituted or hereafter amended, or any other federal, state
or foreign bankruptcy, insolvency, receivership or similar law; (ii) the appointment of
a receiver, trustee, custodian, sequestrator, conservator or similar official for any
Issuer Party or for a substantial part of the property of any Issuer




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	 	 	 	Party; or (iii) the winding-up or liquidation of any Issuer Party; and such
proceeding or petition shall continue undismissed for 90 days or an order or decree
approving or ordering any of the foregoing shall be entered;
	 
	 	(h)	 	any Issuer Party shall (i) voluntarily commence any proceeding or file any
petition seeking relief under the Bankruptcy Code, as now constituted or hereafter
amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or
similar law; (ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or the filing of any petition described in
clause (g) above; (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for any Issuer Party or for a
substantial part of the property of any Issuer Party; (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding; (v) make a
general assignment for the benefit of creditors; (vi) become unable, admit in writing
its inability or fail generally to pay its debts as they become due; (vii) take any
action for the purpose of effecting any of the foregoing; or (viii) wind up or
liquidate;
	 
	 	(i)	 	one or more judgments, orders or decrees for the payment of money in an
aggregate amount in excess of $5.0 million (to the extent not covered by insurance or
the indemnity of the Sellers under the Acquisition Agreement) shall be rendered against
any Issuer Party or any combination thereof and the same shall remain undischarged,
unvacated or unbonded for a period of 60 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment creditor
to levy upon properties of any Issuer Party to enforce any such judgment;
	 
	 	(j)	 	one or more ERISA Events shall have occurred that, when taken together with all
other such ERISA Events could reasonably be expected to result in a Material Adverse
Effect or in the imposition of a Lien on any properties of any Issuer Party;
	 
	 	(k)	 	any Transaction Document or any material provisions thereof shall at any time
and for any reason be declared by a court of competent jurisdiction to be null and
void, or a proceeding shall be commenced by any Issuer Party or any other Person, or by
any Governmental Authority, seeking to establish the invalidity or unenforceability
thereof (exclusive of questions of interpretation of any provision thereof), or any
Issuer Party shall repudiate or deny any portion of its liability or obligation for the
Obligations;
	 
	 	(l)	 	there shall have occurred a Change in Control;
	 
	 	(m)	 	any Issuer Party shall be prohibited or otherwise restrained from conducting
the business theretofore conducted by it in any manner that has or could reasonably be
expected to result in a Material Adverse Effect by virtue of any determination, ruling,
decision, decree or order of any court or Governmental Authority of competent
jurisdiction; or




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	 	(n)	 	(i) Any Issuer Party shall fail to make any payment on account of any Senior
Debt when due (whether at scheduled maturity, by required prepayment, upon acceleration
or otherwise) and such failure shall continue beyond any period of grace provided with
respect thereto or (ii) any Issuer Party shall otherwise fail to observe or perform any
other agreement, term or condition contained in any agreement or instrument relating to
any Senior Debt other than a financial maintenance covenant and such failure is not
cured or waived within 60 days or (iii) the maturity date of the Senior Debt has been
accelerated or the Senior Debt has been prepaid, liquidated or redeemed, in each case
as a result of a default under the Senior Documents; provided, however, that if such
default shall be cured or waived by the holders of the Senior Debt, in each case prior
to the commencement of any action under Section 9.2, then the Event of Default
that occurred under this subsection by reason of such default shall be deemed likewise
to have been thereupon cured or waived; provided, however, that the foregoing shall not
waive any other Default which may have occurred under any other subsection of
Section 9.1.






	9.2	 	Acceleration
	 
	 	 	If an Event of Default occurs under Section 9.1(g) or 9.1(h), the
Obligations shall immediately become due and payable, without presentment, demand, protest
or notice of any kind, all of which are hereby expressly waived. If any other Event of
Default occurs and is continuing, the Obligations, at the option of the Required
Note-Holders, shall immediately become due and payable, without presentment, demand, protest
or notice of any kind, all of which are hereby expressly waived.
	 
	9.3	 	Suits for Enforcement






	 	(a)	 	Upon the occurrence and during the continuation of any one or more Events of
Default, the Administrative Agent may, and shall at the request of the Required
Note-Holders proceed to protect and enforce the rights of each of the Purchasers
hereunder by suit in equity, action at law or by other appropriate proceeding, whether
for the specific performance of any covenant or agreement contained in this Agreement
or any other Transaction Document or in aid of the exercise of any power granted in
this Agreement or any other Transaction Documents, or may proceed to enforce the
payment of the Notes, or to enforce any other legal or equitable right of the
Administrative Agent and the Purchasers, provided, however, that no Purchaser will take
any actions to protect or enforce its rights hereunder without the consent of the
Required Note-Holders. The Administrative Agent shall have the right, in its own name
and as agent for the Purchasers, to take all actions now or hereafter existing at law,
in equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Purchasers (including the
institution and prosecution of all judicial, administrative and other proceedings and
the filings of proofs of claim and debt in connection therewith).




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	 	(b)	 	Upon the occurrence of an Event of Default, the Company shall pay to the
Administrative Agent and the Purchasers such amounts as shall be sufficient to cover
the costs and expenses of the Administrative Agent and the Purchasers as a result of
the occurrence of such Event of Default, as provided in this Agreement (including,
without limitation, as provided in Section 12.12) and the other Transaction
Documents.






	9.4	 	Remedies Cumulative
	 
	 	 	No remedy herein conferred upon the Administrative Agent or any Purchaser is intended to be
exclusive of any other remedy and each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or now or hereafter existing at law or
in equity or by statute or otherwise.
	 
	9.5	 	Remedies Not Waived
	 
	 	 	No course of dealing between any Issuer Party, the Administrative Agent and any Purchaser or
any delay on the part of the Administrative Agent or any Purchaser in exercising any rights
hereunder shall operate as a waiver of any right.
	 
	9.6	 	Certain Cure Rights.
	 
	 	 	Notwithstanding anything to the contrary contained in Section 9.1, in the event that
the Company fails to comply with any financial covenant contained in Section 8.3,
Holdings shall have the right, no later than 10 days after the delivery of a Notice of
Intent to Cure, to issue Permitted Cure Securities for cash or otherwise make cash
contribution to the capital of the Company in an aggregate amount not in excess of the
minimum amount necessary to cure the relevant failure to comply with such Financial
Covenant, the net cash proceeds of which shall be contributed to the common equity capital
of the Company (collectively, the “Cure Right”), and upon the receipt by the Company of such
cash (the “Cure Amount”), such financial covenant shall be recalculated giving effect to the
following pro forma adjustments:






(a) Consolidated EBITDA shall be increased, as provided in the definition thereof, solely
for the purpose of measuring such financial covenant and not for any other purpose under
this Agreement, by an amount equal to the Cure Amount;




(b) if, after giving effect to the foregoing recalculations, the Company shall then be in
compliance with the requirements of such Financial Covenant, the Company shall be deemed to
have satisfied the requirements of such Financial Covenant as of the relevant date of
determination with the same effect as though there had been no failure to comply therewith
at such date, and the applicable breach or default of such Financial Covenant which had
occurred shall be deemed cured for all purposes of this Agreement and the other Transaction
Documents;




(c) to the extent that the Cure Amount proceeds are used to repay Indebtedness, such
Indebtedness shall not be deemed to have been repaid for purposes of calculating the



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Financial Covenant for the Test Period with respect to which such Cure Right was exercised;
and




(d) to the extent a Fiscal Quarter ended for which such financial covenant is initially
recalculated as a result of a Cure Right is included in the calculation of a financial
covenant in a subsequent fiscal period, the Cure Amount shall be included in the amount of
Consolidated EBITDA for such initial Fiscal Quarter;




provided that in each four Fiscal Quarters there shall be at least two consecutive Fiscal
Quarters in which no Cure Right is exercised. If the Company shall have delivered a Notice
of Intent to Cure, in accordance with Section 8.1(a)(xi), then (subject to the
preceding sentence) the right of the Purchasers to declare the Obligations due and payable
solely as a result of a breach of Section 8.3 shall be suspended for a period of 10
Business Days following the date of delivery of such Notice of Intent to Cure.




	10.	 	PREPAYMENT
	 
	10.1	 	Optional Prepayment
	 
	 	 	Following the second anniversary of the Closing Date and subject to the terms and conditions
of the Notes and any restrictions set forth in the Senior Credit Agreement, the Company may
prepay the outstanding principal of (together with accrued interest on) the Notes in full,
or from time to time, in part, in accordance with the provisions set forth in Section
4 of the Closing Notes.
	 
	10.2	 	Mandatory Prepayment
	 
	 	 	Subject to the terms and conditions of the Closing Notes and any restrictions set forth in
the Senior Credit Agreement, the Company shall prepay the outstanding principal of (together
with accrued interest on) the Notes in accordance with the provisions of Sections 5
and 6 of the Closing Notes.
	 
	11.	 	THE ADMINISTRATIVE AGENT
	 
	11.1	 	Appointment
	 
	 	 	Each Purchaser hereby irrevocably designates and appoints TCW IV (together with any
successor Administrative Agent pursuant to Section 11.9) as the agent of such
Purchaser under this Agreement and the other Transaction Documents, and each such Purchaser
irrevocably authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Transaction Documents and to
exercise such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement and the other Transaction Documents,
together with such other powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not
have any duties or responsibilities except those expressly set forth herein, or any
fiduciary relationship with any Purchaser, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into




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	 	 	this Agreement or any other Transaction Document or otherwise exist against the
Administrative Agent.
	 
	11.2	 	Delegation of Duties
	 
	 	 	The Administrative Agent may execute any of its duties under this Agreement and the other
Transaction Documents by or through agents or attorneys in fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents or attorneys
in fact selected by it with reasonable care.
	 
	11.3	 	Exculpatory Provisions
	 
	 	 	The Administrative Agent or any of its respective officers, directors, employees, agents,
attorneys in fact or affiliates shall not be (i) liable for any action lawfully taken or
omitted to be taken by it or such Person under or in connection with this Agreement or any
other Transaction Document (except to the extent that any of the foregoing are found by a
final and nonappealable decision of a court of competent jurisdiction to have resulted from
its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any
manner to any of the Purchasers for any recitals, statements, representations or warranties
made by any Issuer Party or any officer thereof contained in this Agreement or any other
Transaction Document or in any certificate, report, statement or other document referred to
or provided for in, or received by the Administrative Agent under or in connection with,
this Agreement or any other Transaction Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Transaction
Document or for any failure of any Issuer Party a party thereto to perform its obligations
hereunder or thereunder. The Administrative Agent shall not be under any obligation to any
Purchaser to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Transaction Document,
or to inspect the properties, books or records of any Issuer Party.
	 
	11.4	 	Reliance by Administrative Agent
	 
	 	 	The Administrative Agent shall be entitled to rely, and shall be fully protected in relying,
upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter,
telecopy, telex or teletype message, statement, order or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including counsel to any
Issuer Party), independent accountants and other experts selected by the Administrative
Agent. The Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or transfer
thereof shall have been filed with the Administrative Agent. The Administrative Agent shall
be fully justified in failing or refusing to take any action under this Agreement or any
other Transaction Document unless it shall first receive such advice or concurrence of the
Required Note-Holders (or, if so specified by this Agreement, all Purchasers) as it deems
appropriate or it shall first be indemnified to its satisfaction by the Purchasers against
any and all liability and expense that may be




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	 	 	incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement and the other Transaction Documents in accordance with a
request of the Required Note-Holders (or, if so specified by this Agreement, all
Purchasers), and such request and any action taken or failure to act pursuant thereto shall
be binding upon all the Purchasers and all future holders of the Notes.
	 
	11.5	 	Action on Default
	 
	 	 	The Administrative Agent shall take such action with respect to such Default or Event of
Default as shall be reasonably directed by the Required Note-Holders (or, if so specified by
this Agreement, all Purchasers); provided that unless and until the Administrative Agent
shall have received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable in the best interests of the
Purchasers.
	 
	11.6	 	Non-Reliance on Agents and Other Purchasers
	 
	 	 	Each Purchaser expressly acknowledges that neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys in fact or affiliates have made any
representations or warranties to it (other than those representations made by it pursuant to
Section 6 in its capacity as a Purchaser) and that no act by the Administrative Agent
hereafter taken, including any review of the affairs of any Issuer Party or any Affiliate of
any Issuer Party, shall be deemed to constitute any representation or warranty by the
Administrative Agent to any Purchaser. Each Purchaser represents, severally as to itself
and not jointly, to the Administrative Agent that it has, independently and without reliance
upon the Administrative Agent or any other Purchaser, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and investigation into
the business, operations, property, financial and other condition and creditworthiness of
the Issuer Parties and their affiliates and made its own decision to purchase its Closing
Notes hereunder and enter into this Agreement. Each Purchaser, severally as to itself and
not jointly, also represents that it shall, independently and without reliance upon the
Administrative Agent or any other Purchaser, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement and the other Transaction
Documents, and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and creditworthiness of the
Issuer Parties and their affiliates.
	 
	11.7	 	Indemnification
	 
	 	 	The Purchasers agree to indemnify the Administrative Agent in its capacity as such (to the
extent not reimbursed by any Issuer Party and without limiting the obligation of any Issuer
Party to do so), ratably according to their respective percentages in the Notes in effect on
the date on which indemnification is sought under this Section 11 (or, if
indemnification is sought after the date upon which the Notes shall have been paid in full,




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	 	 	ratably in accordance with such percentages immediately prior to such date), from and
against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any
time (whether before or after the payment of the Notes) be imposed on, incurred by or
asserted against the Administrative Agent, in its capacity as such, in any way relating to
or arising out of this Agreement, the Notes, any of the other Transaction Documents or any
documents contemplated by or referred to herein or therein or the transactions contemplated
hereby or thereby or any action taken or omitted by the Administrative Agent, in its
capacity as such, under or in connection with any of the foregoing; provided that no
Purchaser shall be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that
are found by a final and nonappealable decision of a court of competent jurisdiction to have
resulted from the Administrative Agent’s gross negligence or willful misconduct. The
agreements in this Section 11 shall survive the payment of the Notes and all other
amounts payable hereunder.
	 
	11.8	 	Agent in Its Individual Capacity
	 
	 	 	The Administrative Agent and its affiliates may make loans to, accept deposits from and
generally engage in any kind of business with any Issuer Party as though the Administrative
Agent were not the Administrative Agent. With respect to its Notes made or renewed by it,
the Administrative Agent shall have the same rights and powers under this Agreement and the
other Transaction Documents as any Purchaser and may exercise the same as though it were not
the Administrative Agent, and the terms “Purchaser” and “Purchasers” shall include the
Administrative Agent in its individual capacity.
	 
	11.9	 	Successor Agents
	 
	 	 	The Administrative Agent may resign in such capacity upon thirty (30) days’ prior written
notice to the Purchasers and the Company. If the Administrative Agent shall resign in such
capacity under this Agreement and the other Transaction Documents, then the Required
Note-Holders shall appoint a successor agent for the Purchasers, which successor agent
shall, unless an Event of Default shall have occurred and be continuing, be subject to
approval by the Company (which approval shall not be unreasonably withheld or delayed),
whereupon such successor agent shall succeed to the rights, powers and duties of the
Administrative Agent, and the term “Administrative Agent”, shall mean such successor agent
effective upon such appointment and approval, and the former Agent’s rights, powers and
duties as the Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to this Agreement
or any holders of the Notes, it being understood that the Company shall jointly and
severally pay the reasonable fees and expenses of any successor Administrative Agent,
including in connection with its review of the Transaction Documents. If no successor agent
has accepted appointment as the Administrative Agent by the date that is ninety (90) days
following the applicable retiring Administrative Agent’s notice of resignation, the
applicable retiring Administrative Agent’s resignation shall nevertheless thereupon become
effective, and the Purchasers shall assume and perform all of the duties of the
Administrative Agent hereunder until




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	 	 	such time, if any, as the Required Note-Holders appoint a successor agent as provided for
above. After any retiring Administrative Agent’s resignation as the Administrative Agent
the provisions of this Section 11 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was the Administrative Agent under this Agreement and
the other Transaction Documents.
	 
	12.	 	MISCELLANEOUS
	 
	12.1	 	Survival of Representations and Warranties
	 
	 	 	All indemnification or other protection provided to any Indemnified Party pursuant to any
Transaction Document and all of the representations and warranties made in any Transaction
Document shall survive the execution and delivery of this Agreement, any investigation by or
on behalf of the Purchasers and acceptance of the Notes and payment therefor and termination
of this Agreement.
	 
	12.2	 	Notices
	 
	 	 	All notices, demands and other communications provided for or permitted under any
Transaction Document shall be made in writing and addressed as follows:






	 	(a)	 	If to the Administrative Agent, TCW




or TCW IVB:


TCW/Crescent Mezzanine IV, L.L.C.

200 Park Avenue

Suite 2200

New York, New York 10166

Attention: Andrew G. Bernstein

Facsimile No.: (212) 771-4551



With a copy to:



Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attention: Stan Johnson, Esq.

Facsimile No.: (212) 407-4990





	 	(b)	 	If to MAC:





MAC Capital, Ltd.

c/o Trust Company of the West

11100 Santa Monica Blvd, Suite 2000

Los Angeles CA 90025

Attention: Scott Fukumoto

Facsimile: (310) 235-5966


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	 	(c)	 	If to New York Life Investment Management Mezzanine Partners II, LP or NYLIM
Mezzanine Partners II Parallel Fund, LP:




c/o NYLCAP Manager, LLC

51 Madison Avenue, 16th Floor

New York, New York 10010

Attention: James M. Barker V

                   Lorne M. Smith, Esq.

Facsimile No.: (212) 576-5591



With a copy to:



McDermott Will & Emery LLP

340 Madison Avenue

New York, New York 10173-1922

Attention: Seth T. Goldsamt, Esq.

Facsimile No.: (212) 547-5444





	 	(d)	 	If to Goldentree Capital Solutions Fund Financing or Goldentree Capital
Opportunities, LP




c/o GoldenTree Asset Management LP



300 Park Avenue, 21st Floor



New York, NY 10022

Attention: Jason Chen

Facsimile No.: (212) 847-3496



	 	(e)	 	If to any other Purchaser:




To the address specified below its

signature on any signature page

hereto or any signature page of any

applicable Assignment





	 	(f)	 	If to any Issuer Party:





c/o Veronis Suhler Stevenson

350 Park Avenue

New York, NY 10022

Attention: Scott J. Troeller

Facsimile: (212) 381-8168

Telephone: (212) 381-8420

E-mail: TroellerS@vss.com;


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With a copy to:



Lowenstein Sandler PC

1251 Avenue of the Americas

18th Floor

New York, NY 10020

Attention: Lowell A. Citron

Facsimile: (973) 422-6809

Telephone: (646) 414-6819

E-mail: lcitron@lowenstein.com;





All such notices, demands and other communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; when delivered by courier,
if delivered by commercial overnight courier service; five (5) Business Days after
being deposited in the mail, postage prepaid, if mailed; and when receipt is
acknowledged, if telecopied.




	12.3	 	Successors and Assigns






	 	(a)	 	This Agreement shall inure to the benefit of and be binding upon the successors
and permitted assigns of the parties hereto. No Issuer Party may assign any of its
rights under this Agreement without the prior written consent of the Purchasers, any
such purported assignment without such consent being null and void. Except as provided
in Section 7, no Person other than the parties hereto and their successors and
permitted assigns is intended to be a beneficiary of any of the Transaction Documents.
	 
	 	(b)	 	Subject to applicable securities laws, each Purchaser may, without notice to or
consent of any Issuer Party or other party hereto, at any time sell to any Person
(“Participants”) participating interests in all or a portion of any Obligation owing to
such Purchaser, any Note held by such Purchaser or any other interest of such Purchaser
under this Agreement and the other Transaction Documents. In the event of any such
sale by a Purchaser of participating interests, such Purchaser’s obligations under this
Agreement shall remain unchanged, such Purchaser shall remain solely responsible for
the performance thereof, such Purchaser shall remain the holder of its Notes for all
purposes under this Agreement and the Company and the Administrative Agent shall
continue to deal solely and directly with such Purchaser in connection with such
Purchaser’s rights and obligations under this Agreement. Any agreement pursuant to
which any such sale is effected may require the selling Purchaser to obtain the consent
of the Participant in order for such Purchaser to agree in writing to any amendment,
waiver or consent of a type specified in clauses (ii) through (vii) of Section
12.4(b) but may not otherwise require the selling Purchaser to obtain the consent
of such Participant to any other amendment, waiver or consent hereunder. The Issuer
Parties agree that if amounts outstanding under this Agreement and the other
Transaction Documents are not paid when due (whether upon acceleration or otherwise),
each Participant shall, to the fullest extent permitted by law, be deemed to have the




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	 	 	 	right of setoff in respect of its participating interest in amounts owing under this
Agreement and any other Transaction Documents to the same extent as if the amount of
its participating interest were owing directly to it as a Purchaser under this
Agreement or any other Transaction Documents; provided, however, that (i) no
Participant shall exercise any rights under this sentence without the consent of the
Administrative Agent, (ii) no Participant shall have any rights under this sentence
which are greater than those of the selling Purchaser and (iii) such rights of
setoff shall be subject to the obligation of such Participant to share the payment
so obtained with all of the Purchasers as provided herein. The Issuer Parties also
agree that any Purchaser which has transferred any participating interest in its
Obligations shall, notwithstanding any such transfer, be entitled to the full
benefits accorded such Purchaser under Sections 2.6 and 7.1, as if
such Purchaser had not made such transfer.
	 
	 	(c)	 	Subject to applicable securities laws, each Purchaser may only sell, transfer,
negotiate or assign all or a portion of its rights and obligations hereunder or under
any Transaction Document to (i) any other Purchaser, (ii) any Affiliate or Approved
Fund of any Purchaser or (iii) with the consent of the Company (which consent shall not
be unreasonably withheld or delayed and which consent shall not be required following
the occurrence and during the continuance of an Event of Default), any other Person;
provided, however, that the aggregate outstanding principal amount (determined as of
the effective date of the applicable Assignment) of the Notes subject to any such
transfer shall not be less than $2,000,000, unless such transfer (1) is made to an
existing Purchaser or an Affiliate or Approved Fund of any existing Purchaser, (2) is
of the assignor’s (together with its Affiliates and Approved Funds) entire interest in
such Note or (3) is made with the prior consent of the Company.
	 
	 	(d)	 	The parties to each sale made in reliance on clause (c) above shall execute and
deliver to the Administrative Agent (which shall keep a copy thereof) an Assignment,
together with any existing Note subject to such sale (or any affidavit of loss therefor
acceptable to the Administrative Agent), any tax forms required to be delivered
pursuant to this Agreement and, other than in connection with an assignment to any
Affiliate or Approved Fund of any Purchaser, payment to Administrative Agent by the
assignee of an assignment fee in the amount of $4,000. Upon receipt of all the
foregoing, and conditioned upon such receipt, from and after the effective date
specified in such Assignment, the Administrative Agent shall deliver such Assignment to
the Company and the Company shall record or cause to be recorded in the Register the
information contained in such Assignment.
	 
	 	(e)	 	Effective upon the entry of such record in the Register, (i) such assignee
shall become a party hereto and, to the extent that rights and obligations under the
Transaction Documents have been assigned to such assignee pursuant to such Assignment,
shall have the rights and obligations of a Purchaser, (ii) any applicable Note or
portion thereof shall be transferred to such assignee through such entry and (iii) the
assignor thereunder shall, to the extent that rights and




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	 	 	 	obligations under this Agreement have been assigned by it pursuant to such
Assignment, relinquish its rights (except for those surviving the payment in full of
the Obligations) and be released from its obligations under the Transaction
Documents, other than those relating to events or circumstances occurring prior to
such assignment.






	12.4	 	Amendment and Waiver






	 	(a)	 	No failure or delay on the part of any of the parties hereto in exercising any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy. The
remedies provided for herein are cumulative and are not exclusive of any remedies that
may be available to the parties hereto at law, in equity or otherwise.
	 
	 	(b)	 	No amendment or waiver of any provision of any Transaction Document and no
consent to any departure by any Issuer Party therefrom shall be effective unless the
same shall be in writing and signed (1) in the case of an amendment, consent or waiver
to cure any ambiguity, omission, defect or inconsistency by the Administrative Agent
and the applicable Issuer Party, (2) in the case of any other waiver or consent, by the
Required Note-Holders (or by the Administrative Agent with the consent of the Required
Note-Holders) and (3) in the case of any other amendment, by the Required Note-Holders
(or by the Administrative Agent with the consent of the Required Note-Holders) and the
Issuer Parties; provided, however, that no amendment, consent or waiver described in
clause (2) or (3) above shall, unless in writing and signed by each Purchaser directly
affected thereby (or by the Administrative Agent with the consent of such Purchaser),
in addition to any other Person the signature of which is otherwise required pursuant
to any Transaction Document, do any of the following:






	 	(i)	 	waive any condition specified in Section 3;
	 
	 	(ii)	 	subject such Purchaser to any additional obligation;
	 
	 	(iii)	 	reduce (including through release, forgiveness, assignment or
otherwise) (A) the principal amount of, the interest rate on, or the amount of
interest payable in cash or any obligation of the Company to repay (whether or
not on a fixed date), any amount outstanding under the Notes owing to such
Purchaser, or (B) any fee (including any prepayment premium) or accrued
interest or other amounts payable to such Purchaser;
	 
	 	(iv)	 	amend, waive or postpone any scheduled maturity date or other
scheduled date fixed for the payment, in whole or in part, of principal of or
premium on any Note or interest on any Note;
	 
	 	(v)	 	release any Guarantor from its Guaranty Obligations under its
Guaranty;




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	 	(vi)	 	reduce or increase the proportion of Purchasers required for
the Purchasers to take any action hereunder or change the definition of the
term “Required Note-Holders”; or
	 
	 	(vii)	 	amend or waive Section 2.5 (Payments), Section 8.2(a)(iii)
(Indebtedness), Section 8.2(v) (Limitation on Repurchases and Other Repayments
of Notes), Section 10.1 (Optional Prepayment) or Section 10.2 (Mandatory
Prepayment) of this Agreement or Section 4 (Voluntary Prepayment) or Section 5
(Mandatory Prepayment) of any Note; or, in the case of each of the foregoing
Sections, any of the definitions used therein;
	 
	 	(viii)	 	adversely affect the priority of the Notes;
	 
	 	(ix)	 	change the currency in which amounts due under the Notes are
payable; or
	 
	 	(x)	 	amend this Section 12.4;






	 	 	and provided, further, that no amendment, waiver or consent shall affect the rights or
duties under any Transaction Document of, or any payment to, the Administrative Agent (or
otherwise modify any provision of Article 11 or the application thereof) without the
prior written consent of the Administrative Agent.
	 
	12.5	 	Responsible Officer
	 
	 	 	Any document delivered hereunder that is signed by a Responsible Officer of any Issuer Party
and any request or other communication conveyed telephonically or otherwise by a Responsible
Officer of any Issuer Party (or any Person reasonably believed by the Administrative Agent
or any Purchaser to be a Responsible Officer of any Issuer Party) shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or other action
on the part of such Issuer Party and such Responsible Officer (or such Person reasonably
believed by the Administrative Agent or any Purchaser to be a Responsible Officer of any
Issuer Party) shall be conclusively presumed to have acted on behalf of such Issuer Party.
	 
	12.6	 	Signatures and Counterparts
	 
	 	 	Facsimile or other electronic transmissions of any executed original document and/or
retransmission of any executed facsimile or other electronic transmission shall be deemed to
be the same as the delivery of an executed original. At the request of any party hereto,
the other parties hereto shall confirm facsimile or other electronic transmissions by
executing duplicate original documents and delivering the same to the requesting party or
parties. This Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.
	 
	12.7	 	Headings




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	 	 	The headings in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.
	 
	12.8	 	GOVERNING LAW
	 
	 	 	THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.
	 
	12.9	 	WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION
	 
	 	 	EACH OF THE PARTIES HERETO WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY
IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS
AGREEMENT OR THE VALIDITY, PROTECTION, INTERPRETATION, OR ENFORCEMENT HEREOF. THE SCOPE OF
THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN
ANY COURT AND THAT RELATE TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS,
TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF
THE PARTIES HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A
BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS
TRANSACTION, AND THAT EACH SHALL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE
DEALINGS. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT EACH HAS REVIEWED
THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS
JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, OR
TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS AGREEMENT. IN THE EVENT OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. EACH
OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT,
BUT FOR THIS WAIVER, BE REQUIRED OF EACH. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY
AGREES THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
NOTES OR ANY AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY OR OF THE UNITED STATES OF
AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND HEREBY EXPRESSLY SUBMITS TO THE PERSONAL
JURISDICTION AND VENUE OF SUCH COURTS FOR THE




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	 	 	PURPOSES THEREOF AND EXPRESSLY WAIVES ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT SUCH
COURTS ARE AN INCONVENIENT FORUM. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS ADDRESS
SET FORTH IN SECTION 12.2, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH
MAILING.
	 
	12.10	 	Severability
	 
	 	 	If any one or more of the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the remaining
provisions hereof.
	 
	12.11	 	Entire Agreement
	 
	 	 	This Agreement, together with the exhibits and schedules hereto and the other Transaction
Documents, is intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein and therein. There are no
restrictions, promises, warranties or undertakings among the parties, other than those set
forth or referred to herein or therein. This Agreement, together with the exhibits and
schedules hereto, and the other Transaction Documents supersede all prior agreements and
understandings between the parties with respect to such subject matter.
	 
	12.12	 	Certain Expenses
	 
	 	 	The Issuer Parties, jointly and severally, shall pay within 10 Business Days of receipt of a
reasonably detailed written demand: (i) all reasonable costs and expenses of the
Administrative Agent and each of the Purchasers in connection with the preparation,
negotiation, execution and delivery of any of the Transaction Documents (including in each
case, without limitation, (A) all reasonable due diligence, transportation, duplication,
appraisal, audit, insurance, consultant, search, filing and recording fees and expenses, (B)
the reasonable travel and other related expenses incurred by the Observer pursuant to
Section 8.1(o) and (C) the reasonable fees, charges and disbursements of counsel for
the Administrative Agent and the Purchasers with respect thereto, (ii) all reasonable costs
and expenses of the Administrative Agent (including the reasonable fees of counsel to the
Administrative Agent) in connection with (a) the administration, amendment, supplement,
modification or waiver of or to any provision of any of the Transaction Documents or (b) the
consent to any departure by any Issuer Party from the terms of any provision of any of the
Transaction Documents and (iii) all reasonable costs and expenses of the Administrative
Agent and each of the Purchasers (including the




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	 	 	reasonable fees and expenses of counsel to the Administrative Agent and a single special
counsel to the Purchasers with respect thereto) in connection with the enforcement of the
Transaction Documents, whether in any action, suit or litigation, any bankruptcy, insolvency
or similar proceeding affecting creditors’ rights generally, including during a Default or
Event of Default with respect to advising the Administrative Agent and the Purchasers of
their rights and responsibilities or the protection or preservation of rights or interests,
under the Transaction Documents, with respect to negotiations with any Issuer Party or with
other creditors of any Issuer Party or any of its Subsidiaries arising out of any Default or
any events or circumstances that may give rise to a Default and with respect to presenting
claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other
similar proceeding involving creditors’ rights generally and any proceeding ancillary
thereto.
	 
	12.13	 	Publicity
	 
	 	 	Except as may be required by applicable law, none of the parties hereto shall issue a
publicity release or announcement or otherwise make any public disclosure concerning this
Agreement or the transactions contemplated hereby, without prior approval by the other
parties hereto. If any announcement is required by law to be made by any party hereto,
prior to making such announcement such party shall deliver a draft of such announcement to
the other parties and shall give the other parties an opportunity to comment thereon.
Notwithstanding anything to the contrary set forth herein, each Issuer Party consents to the
Purchasers publishing a tombstone or any similar advertising material relating to the
transactions contemplated by the Transaction Documents.
	 
	12.14	 	Further Assurances
	 
	 	 	Each of the parties shall execute such documents and perform such further acts (including,
without limitation, obtaining any consents, exemptions, authorizations, or other actions by,
or giving any notices to, or making any filings with, any Governmental Authority or any
other Person) as may be reasonably required or desirable to carry out or to perform the
provisions of the Transaction Documents.
	 
	12.15	 	Note Register
	 
	 	 	The Company shall keep a register (the “Register”) in which the Company shall provide for
the registration of the Notes and the registration of transfers of the Notes. Upon
surrender for registration of transfer of any such Note at the office of the Company set
forth herein, the Company shall (if such transfer is permitted hereunder) execute and
deliver, in the name of the designated transferee or transferees, one or more new Notes of
the same type and in a like aggregate principal amount. As an issuer of a Note, the Company
shall have no Obligation hereunder or under any of its respective Notes to any Person other
than the registered holder of such Note.
	 
	12.16	 	Confidentiality
	 
	 	 	Each holder of a Note agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates’




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	 	 	limited partners, members, managers, directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested by any
regulatory authority or the National Association of Insurance Commissioners or any similar
organization, (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or proceeding
relating to this Agreement or the enforcement of rights hereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section
12.16, to any assignee of or participant in, or any prospective assignee of or
participant in, any of its rights or obligations under this Agreement or any Note, (g) with
the consent of the Issuer Parties, or (h) to the extent such Information (1) becomes
publicly available other than as a result of a breach of this Section 12.16 by such holder
or (2) becomes available to any holder of a Note on a nonconfidential basis from a source
other than any Issuer Party; provided, however, to the extent practicable, the applicable
Purchaser shall endeavor to give the Issuer Parties notice prior to disclosing any
Information under subsections (c), (d) and (f) of this Section 12.16. For the
purposes of this Section 12.16, “Information” shall mean all information received
from any Issuer Party relating to any Issuer Party or its business, other than any such
information that is available to any holder of a Note on a nonconfidential basis prior to
disclosure by such Issuer Party. Any Person required to maintain the confidentiality of
Information as provided in this Section 12.16 shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to its own
confidential information.





[SIGNATURE PAGES FOLLOW]




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     IN WITNESS WHEREOF, the parties hereto have caused this Note Purchase Agreement to be executed
and delivered by their respective officers hereunto duly authorized as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	VSS-CAMBIUM MERGER CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Scott J. Troeller	 	 
	 
	 	 	 	 
Name: Scott J. Troeller	 	 
	 
	 	 	 	Title: Vice-President	 	 
	 
	 	 	 	 	 	 
	 	 	HOLDINGS:	 	 
	 
	 	 	 	 	 	 
	 	 	VSS-CAMBIUM HOLDINGS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Scott J. Troeller	 	 
	 

	 	 	 	 
Name: Scott J. Troeller	 	 
	 

	 	 	 	Title: President	 	 






101








 





	 	 	 	 	 	 	 
	 	 	PURCHASERS:	 	 
	 
	 	 	 	 	 	 
	 	 	TCW/CRESCENT MEZZANINE PARTNERS IV, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TCW/Crescent Mezzanine Management IV,
L.L.C., its Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TCW/Asset Management Company, its Sub-

Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Patrick Turner 	 	 
	 

	 	 	 	 

Name: Patrick Turner
	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	TCW/CRESCENT MEZZANINE PARTNERS IVB, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TCW/Crescent Mezzanine Management IV,
L.L.C., its Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TCW/Asset Management Company, its Sub-

Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Patrick Turner	 	 
	 

	 	 	 	 

Name: Patrick Turner
	 	 
	 

	 	 	 	Title: Managing Director	 	 






102








 





	 	 	 	 	 	 	 
	 	 	MAC CAPITAL, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TCW Advisors, Inc., as attorney-in-fact	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	/s/ Scott Whalen 	 	 
	 

	 	 	 	 

Name: Scott Whalen
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Julia K. Haram 	 	 
	 

	 	 	 	 

Name: Julia K. Haram
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	NEW YORK LIFE INVESTMENT 

MANAGEMENT MEZZANINE PARTNERS II, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NYLIM Mezzanine Partners II GenPar, LP	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NYLIM Mezzanine Partners II GenPar GP, LLC	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ James M. Barker, V 	 	 
	 

	 	Name:	 	 
James M. Barker, V	 	 
	 

	 	Title:	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	NYLIM MEZZANINE PARTNERS II PARALLEL FUND, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NYLIM Mezzanine Partners II GenPar, LP	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NYLIM Mezzanine Partners II GenPar GP, LLC	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ James M. Barker, V 	 	 
	 
	 	Name:	 	 
James M. Barker, V	 	 
	 

	 	Title:	 	Authorized Signatory	 	 







103








 






	 	 	 	 	 	 	 
	 	 	GOLDENTREE CAPITAL SOLUTIONS FUND FINANCING	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jonathan Ezrow	 	 
	 

	 	 	 	 

Name: Jonathan Ezrow
	 	 
	 

	 	 	 	Title: Portfolio Manager	 	 
	 
	 	 	 	 	 	 
	 	 	GOLDENTREE CAPITAL OPPORTUNITIES, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jonathan Ezrow	 	 
	 

	 	 	 	 

Name: Jonathan Ezrow
	 	 
	 

	 	 	 	Title: Portfolio Manager	 	 
	 
	 	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	TCW/CRESCENT MEZZANINE PARTNERS IV, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TCW/Crescent Mezzanine Management IV,
L.L.C., its Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TCW/Asset Management Company, its Sub-

Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Patrick Turner	 	 
	 

	 	 	 	 

Name: Patrick Turner
	 	 
	 

	 	 	 	Title: Managing Director	 	 







104








 





EXHIBIT A




FORM OF CLOSING NOTE



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT
TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.




PROMISSORY NOTE




			
	 	 	 
	$                                        
	 	New York, New York
	 
	 	April ___, 2007





FOR VALUE RECEIVED, the undersigned, VSS-CAMBIUM MERGER CORP., a
Delaware corporation (which on or about the Closing Date (as defined in the Note Purchase Agreement
referred to below) will be merged with and into Cambium Learning, Inc., the “Company”), hereby
promises to pay to the order of TCW/CRESCENT MEZZANINE PARTNERS IV, L.P., a Delaware limited
partnership (the “Holder”), or its registered assigns, on the Maturity Date (as hereinafter
defined) (or earlier as hereinafter provided) the principal
sum of                      DOLLARS ($                     ), plus
all “PIK Amounts” (as
hereinafter defined) added to the principal amount hereof pursuant to the terms of this Note, with
interest on the unpaid principal amount of this Note from time to time as provided herein. For the
purposes of this Note, the term “Maturity Date” shall mean April ___, 2014.





	1.	 	Note Purchase Agreement; Definitions.
	 
	 	 	This Promissory Note (as amended, modified, restated and/or supplemented from time to time,
this “Note”) is issued by the Company, on the date hereof, pursuant to the Note Purchase
Agreement dated as of the date hereof (as amended, modified, restated and/or supplemented
from time to time, the “Note Purchase Agreement”) by and among the Company, VSS-Cambium
Holdings, LLC, a Delaware limited liability company, the Holder, the other purchasers from
time to time party thereto and the Administrative Agent. The Holder is entitled to the
benefits of this Note, the Note Purchase Agreement and the other Transaction Documents, and
may enforce the agreements of each Issuer Party contained herein and therein and exercise
the remedies provided for hereby and thereby or otherwise available in respect hereto and
thereto, to the extent provided herein or therein. Capitalized terms used herein without
definition are used herein with the meanings ascribed to such terms in the Note Purchase
Agreement.
	 
	2.	 	Interest.






	 	(a)	 	The Company promises to pay interest on the Accreted Principal Amount
(as hereinafter defined) of this Note at the rate of eleven and three-quarters percent





 









 






	 	 	 	(11.75%) per annum. The Company shall pay accrued interest quarterly on the last Business
Day of each March, June, September and December during the term hereof and on the Maturity
Date (each date upon which interest shall be so payable, an “Interest Payment Date”),
commencing on June 29, 2007 and on each Interest Payment Date shall pay interest accrued
through and including such Interest Payment Date. Interest on this Note shall accrue from
the date of issuance until repayment of the Accreted Principal Amount and payment of all
accrued interest in full. Interest shall accrue and be computed on the basis of the actual
number of days in the related period over 360 days. Through any Interest Payment Date,
interest on the Accreted Principal Amount of this Note at the rate of ten percent (10%) per
annum that shall have accrued and shall be unpaid as of such Interest Payment Date shall be
paid on such Interest Payment Date by wire transfer of immediately available funds to an
account at a bank designated by the Holder. Through any Interest Payment Date, interest on
the Accreted Principal Amount of this Note at the rate of one and three-quarters percent
(1.75%) per annum that shall have accrued and shall remain unpaid as of such Interest
Payment Date (for any Interest Payment Date, a “PIK Amount”) shall be paid on such Interest
Payment Date by addition of such PIK Amount to the principal amount outstanding under this
Note. No later than 10 Business Days following the end of each Fiscal Year, the PIK Amounts
added to the principal amount outstanding under this Note during such Fiscal Year shall be
evidenced by a PIK Note and, following the Holder’s receipt of such PIK Note, shall no
longer be a PIK Amount evidenced by this Note. At any time, the outstanding principal amount
of this Note, including all PIK Amounts added thereto through such time and not evidenced by
a PIK Note, is referred to in this Note as the “Accreted Principal Amount”. Notwithstanding
any other provision of this Note and the addition of any PIK Amount to the principal amount
outstanding under this Note, the Company may, in its sole discretion, pay any PIK Amount in
cash on any Interest Payment Date without any premium or penalty by wire transfer of
immediately available funds to an account at a bank designated by the Holder. The Company
shall give written notice to the Holder of any such payment of a PIK Amount not less than 1
Business Day prior to the applicable Interest Payment Date. All cash payments by the Company
of any PIK Amount that has been added to the principal amount of this Note shall be deducted
from the Accreted Principal Amount. If any promissory notes issued pursuant to the Note
Purchase Agreement, in addition to this Note and all notes issued pursuant to Section 7(b),
(d) or Section 8 hereof, are outstanding (collectively, “Outstanding Notes”) and the Company
pursuant to this paragraph elects to pay all or any portion of the PIK Amount in cash on any
Interest Payment Date, then the Company shall take the same action with respect to all
Outstanding Notes and make such elective cash payments to all holders of Outstanding Notes
on a pro rata basis based upon the Accreted Principal Amount of each Outstanding Note.
	 
	 	(b)	 	Notwithstanding subsection (a) of this Section 2, but subject to applicable law, upon and
during the occurrence of an Event of Default, the Accreted Principal Amount of this Note
shall bear interest, from the date of the occurrence of such Event of Default until such
Event of Default is cured or waived, payable on





2









 






	 	 	 	demand in immediately available funds, at a rate equal to the applicable interest
rate in effect hereunder plus two percent (2%) (and interest shall be paid entirely
in cash and no PIK Amount shall be added to the Accreted Principal Amount of this
Note in respect of such interest). In addition, any overdue interest on this Note
shall bear interest, payable on demand in immediately available funds, at a rate
equal to the applicable interest rate in effect hereunder plus two percent (2%) (and
interest shall be paid entirely in cash and no PIK Amount shall be added to the
Accreted Principal Amount of this Note in respect of such interest).
	 
	 	(c)	 	In the event that any interest rate provided for herein shall be determined to
be unlawful, such interest rate shall be computed at the highest rate permitted by
applicable law. Any payment by the Company of any interest amount in excess of that
permitted by law shall be considered a mistake, with the excess being applied to the
principal of this Note without prepayment premium or penalty.






	3.	 	Principal.
	 
	 	 	The Company shall pay the principal amount due under this Note including all PIK Amounts
and all accrued and unpaid interest (all of which shall be payable in cash and no portion
of which shall be payable by addition of a PIK Amount to the Accreted Principal Amount) on
the Maturity Date.
	 
	4.	 	Voluntary Prepayment






	 	(a)	 	The Outstanding Notes are subject to prepayment at the option of the Company,
in whole or in part, on any date following the second anniversary of the Closing Date.
The Company shall give written notice of voluntary prepayment of this Note or any
portion thereof to the Holder not less than five (5) Business Days prior to the date
fixed for such prepayment. Such notice of voluntary prepayment shall be given in the
manner specified in Section 12.2 of the Note Purchase Agreement. Upon notice of
prepayment being given by the Company to the Holder, the Company covenants and agrees
that the Company shall prepay, on the date fixed for prepayment in the notice therefor,
this Note or the portion hereof so called for prepayment, at the Accreted Principal
Amount thereof or the portion thereof so called for prepayment together with the
prepayment premium thereon described in Section 4(c) below, if applicable, and interest
accrued and unpaid thereon to the date fixed for such prepayment (which interest shall
be paid entirely in cash and no portion of which shall be payable by the addition of a
PIK Amount to the Accreted Principal Amount), together with costs and expenses
including, without limitation, reasonable fees, charges and disbursements of counsel.
	 
	 	(b)	 	All prepayments under this Section 4 shall include payment of accrued interest
on the Accreted Principal Amount so prepaid (which interest shall be paid entirely in
cash and no portion of which shall be payable by the addition of a PIK Amount to the
Accreted Principal Amount) and shall be applied first to all costs, expenses and
indemnities payable under the Note Purchase Agreement, then to payment of





3









 






	 	 	 	default interest, if any, then to payment of accrued interest, then to the
prepayment premium described in Section 4(c) below, if applicable, and thereafter to
principal, provided, however, each voluntary prepayment of less than the full
outstanding principal balance of the Outstanding Notes shall be in an aggregate
principal amount of $1,000,000 or a whole multiple thereof.
	 
	 	(c)	 	In the event that any portion of the Accreted Principal Amount is voluntarily
prepaid as provided in this Section 4 on any date following the second anniversary of
the Closing Date but prior to the third anniversary of the Closing Date, subject to
Section 8.2(a)(iii) of the Note Purchase Agreement, there shall be a prepayment premium
payable to the Holder at the time of such prepayment equal to one percent (1 %) of the
amount being prepaid.
	 
	 	(d)	 	If there is more than one (1) Outstanding Note, the amounts payable under this
Section 4 and under Section 4 of such other Outstanding Notes shall be applied to the
Outstanding Notes on a pro rata basis.






	5.	 	Mandatory Prepayment.






	 	(a)	 	Not later than five (5) Business Days following the receipt of any Net Cash
Proceeds of any Asset Sale by Holdings or any of its Subsidiaries, to the extent such
Net Cash Proceeds are not fully utilized to prepay the Senior Debt, the Company shall
make prepayments of this Note in an aggregate amount equal to 100% of such Net Cash
Proceeds; provided that:






	 	(i)	 	no such prepayment shall be required under this 5(a)(i) with
respect to (A) any Asset Sale permitted by Sections 8.2(f)(i) and (vi) of the
Note Purchase Agreement, (B) the disposition of property which constitutes a
Casualty Event, or (C) Asset Sales for fair market value resulting in no more
than $500,000 in Net Cash Proceeds per Asset Sale (or series of related Asset
Sales) and less than $2.5 million in Net Cash Proceeds in any fiscal year;
provided that clause (C) shall not apply in the case of any Asset Sale
described in clause (b) of the definition thereof; and
	 
	 	(ii)	 	so long as no Default or Event of Default shall then exist or
would arise therefrom, such proceeds shall not be required to be so applied on
such date to the extent that the Company shall have delivered an Officer’s
Certificate to the Administrative Agent on or prior to such date stating that
such Net Cash Proceeds are expected to be used to make Permitted Acquisitions
or Capital Expenditures or reinvested in fixed or Capital Assets (or enter
into a binding commitment for any such reinvestment) within 360 days following
the date of such Asset Sale (which Officer’s Certificate shall set forth the
estimates of the proceeds to be so expended); provided that if all or any
portion of such Net Cash Proceeds is not so reinvested within a 180-day period
following such 360 day period, such unused portion shall be applied on the
last day of such period as a mandatory prepayment as provided in this Section
5(a).










4









 












	 	(b)	 	Not later than one (1) Business Day following the receipt of any Net Cash Proceeds of
any Debt Issuance (other than Indebtedness permitted to be incurred in accordance with
Section 8.2(a)) or Preferred Stock Issuance (as defined below) by Holdings or any of its
Subsidiaries, to the extent such Net Cash Proceeds are not fully utilized to prepay the
Senior Debt, the Company shall make prepayments of this Note in an aggregate amount equal
to 100% of such Net Cash Proceeds. As used herein, “Preferred Stock Issuance” shall mean
the issuance or sale by Holdings or any of its Subsidiaries of any preferred or preference
Equity Interests after the Closing Date (other than (x) as permitted by Section 8.2(a) or
(y) such issuance or sale of any preferred or preference Equity Interests that is Qualified
Capital Stock to the Equity Investors).
	 
	 	(c)	 	Not later than five (5) Business Days following the receipt of any Net Cash Proceeds of any
Equity Issuance (other than the Net Cash Proceeds of any Equity Issuance used to finance
Capital Expenditures), to the extent such Net Cash Proceeds are not fully utilized to prepay
the Senior Debt, the Company shall make prepayments of this Note in an aggregate amount equal
to 50% of such Net Cash Proceeds; provided that such percentage shall be reduced to 25% if,
and for so long as, the Total Leverage Ratio as of the end of the most recently ended 4 Fiscal
Quarter period is less than 4.0 to 1.0.
	 
	 	(d)	 	Not later than five (5) Business Days following the receipt of any Net Cash Proceeds
(excluding any Net Cash Proceeds payable to the Sellers pursuant to the terms of the
Acquisition Agreement) from a Casualty Event by Holdings or any of its Subsidiaries, to the
extent such Net Cash Proceeds are not fully utilized to prepay the Senior Debt, the Company
shall make prepayments of this Note in an aggregate amount equal to 100% of such Net Cash
Proceeds; provided that:






	 	(i)	 	so long as no Default or Event of Default shall then exist or arise
therefrom, such proceeds shall not be required to be so applied on such date to the
extent that the Company shall have delivered an Officer’s Certificate to the
Administrative Agent on or prior to such date stating that such Net Cash Proceeds are
expected to be used to repair, replace or restore (or enter into a binding commitment
for such repair, replacement or restoration) any property in respect of which such
Net Cash Proceeds were paid no later than 360 days following the date of receipt of
such proceeds; and
	 
	 	(ii)	 	if any portion of such Net Cash Proceeds shall not be so applied within a
180-day period following such 360 day period, such unused portion shall be applied on
the last day of such period as a mandatory prepayment as provided in this Section
5(d).






	 	(e)	 	Not later than five (5) Business Days following the receipt of any Net Cash Proceeds from any
Extraordinary Event by Holdings or any of its Subsidiaries, to the extent such Net Cash
Proceeds are not fully utilized to prepay the Senior Debt,





5









 






	 	 	 	the Company shall make prepayments of this Note in an aggregate amount equal to 100% of
such Net Cash Proceeds; provided that:






	 	(i)	 	so long as no Default or Event of Default shall then exist or arise
therefrom, such proceeds shall not be required to be so applied on such date to the
extent that the Company shall have delivered an Officer’s Certificate to the
Administrative Agent on or prior to such date stating that an amount equal to such Net
Cash Proceeds have been or are expected to be used to repair, replace or restore (or
enter into a binding commitment for such repair, replacement or restoration) any
property in respect of which such Net Cash Proceeds were paid or to reinvest in other
fixed or capital assets or used to make Permitted Acquisitions or Capital Expenditures
no later than 360 days following the date of receipt of such proceeds; and
	 
	 	(ii)	 	if any portion of such Net Cash Proceeds shall not be so applied within a
180-day period following such 360-day period, an amount equal to such unused portion
shall be applied on the last day of such period as a mandatory prepayment as provided
in this Section 5(e).






	 	(f)	 	All prepayments under this Section 5 shall include payment of accrued interest on the
Accreted Principal Amount so prepaid (which interest shall be paid entirely in cash and no
portion of which shall be payable by the addition of a PIK Amount to the Accreted Principal
Amount) and shall be applied first to all costs, expenses and indemnities payable under the
Note Purchase Agreement, then to payment of default interest, if any, then to payment of
accrued interest, and thereafter to principal.
	 
	 	(g)	 	The Company shall give prior written notice of any Net Cash Proceeds required to be paid
under this Section 5 as far in advance as reasonably practicable and shall deliver to the
Holder, at the time of such notice of prepayment, a certificate signed by a Responsible
Officer of the Company setting forth in reasonable detail the calculation of such proposed
prepayment. If there is more than one (1) Outstanding Note, the Net Cash Proceeds payable
under this Section 5 and under Section 5 of such other Outstanding Notes shall be offered to
each of the holders of the Outstanding Notes on a pro rata basis. Each holder of a Note may
decline to receive all (but not a portion) of its pro rate share of the Net Cash Proceeds. Any
such declined proceeds shall be offered to the holders of the Outstanding Notes that have not
rejected the prepayment of the Net Cash Proceeds on a pro rata basis. Net Cash Proceeds that
have been rejected by all of the holders of the Outstanding Notes may be retained by the
Company.
	 
	 	(h)	 	Notwithstanding anything to the contrary herein, if at the end of any accrual period (as
defined in Internal Revenue Code (“Code”) section 1272(a)(5)) ending after the fifth
anniversary of the issuance of this Note, the aggregate amount of accrued and unpaid original
issue discount (as defined in Code section 1273(a)(1)) on this Note would, but for this
subsection, exceed an amount equal





6









 






	 	 	 	to the product of this Note’s issue price (as defined in Code sections 1273(b) and
1274(a)) multiplied by this Note’s yield to maturity (as defined in Treasury
Regulations section 1.1272-1 (b)(l)(i)) (the “Maximum Accrual”), the Company shall
pay to the Holder such amounts of, first, the accrued and unpaid interest and,
second, principal, in each case, to the extent required, in order to cause the
accrued and unpaid original issue discount on this Note as of the end of such
accrual period to not exceed an amount equal to the Maximum Accrual.






	6.	 	Amendment.
	 
	 	 	Amendments and modifications of this Note may be made only in the manner provided in Section
12.4 of the Note Purchase Agreement.
	 
	7.	 	Transfer; Registration.






	 	(a)	 	The term “Holder” as used herein shall also include any registered transferee
of this Note. Each transferee of this Note acknowledges that this Note has not been
registered under the Securities Act, and the Holder agrees that, prior to any proposed
transfer of this Note, if such transfer is not made pursuant to either an effective
registration statement under the Securities Act or pursuant to an exemption from
registration under the Securities Act, the Holder will, if requested by the Company,
deliver to the Company:






	 	(i)	 	investment representations, substantially similar to
those given by the Purchasers on the Closing Date, signed by the proposed
transferee;
	 
	 	(ii)	 	an agreement by such transferee to the inclusion of and
compliance with the restrictive investment legend set forth on this Note; and
	 
	 	(iii)	 	an agreement by such transferee to be bound by the
provisions of this Section 7 relating to the transfer of such Note.






	 	(b)	 	This Note is a registered instrument. The Company shall maintain a register
(the “Note Register”) in its principal offices for the purpose of registering the Note
and any transfer thereof, which register shall reflect and identify, at all times, the
ownership of any interest in the Note. Upon the issuance of this Note, the Company
shall record the name of the initial purchaser of this Note in the Note Register as the
first Holder. Upon surrender for registration of transfer or exchange of this Note at
the principal offices of the Company, the Company shall, at the Company’s expense,
execute and deliver a new Note of like tenor and of a like aggregate principal amount,
registered in the name of the Holder or a transferee or transferees. Every Note
surrendered for registration of transfer or exchange shall be duly endorsed, or be
accompanied by written instrument of transfer duly executed by the Holder of such Note
or such holder’s attorney duly authorized in writing. The Company shall not have any
obligation hereunder to any Person other than the registered Holder of this Note.





7









 






	 	(c)	 	This Note may be transferred or assigned by the Holder at any time subject to
Sections 7(a), 7(b) and 9 hereof and Section 12.3 of the Note Purchase Agreement.
	 
	 	(d)	 	In the event that the Holder intends to transfer the Note to more than one
transferee, the Company shall, in good faith, cooperate with the Holder to effectuate
such a transfer and to issue replacement Outstanding Notes in the appropriate
denominations.
	 
	 	(e)	 	The Holder shall bear the costs if any of any transfer or assignment of the Note.






	8.	 	Replacement of Note.
	 
	 	 	On receipt by the Company of an affidavit of an authorized representative of the Holder
stating the circumstances of the loss, theft, destruction or mutilation of this Note (and in
the case of any such mutilation, on surrender and cancellation of this Note), the Company,
at its expense, will promptly execute and deliver, in lieu thereof, a new Note of like
tenor.
	 
	9.	 	Successors and Assigns: Assignment.
	 
	 	 	All the covenants, stipulations, promises and agreements in this Note shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Holder and the
Company. The Company may not assign any of its rights under this Note without the prior
written consent of the Holder, any such purported assignment without such consent being
null and void.
	 
	10.	 	GOVERNING LAW.
	 
	 	 	THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.
	 
	11.	 	WAIVER OF JURY TRIAL: CONSENT TO JURISDICTION.
	 
	 	 	EACH OF THE COMPANY AND THE HOLDER OF THIS NOTE HEREBY WAIVES, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION
WITH, OR ARISING OUT OF THIS NOTE OR ANY AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY OR
THE VALIDITY, PROTECTION, INTERPRETATION, OR ENFORCEMENT HEREOF OR THEREOF. THE SCOPE OF
THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN
ANY COURT AND THAT RELATE TO THIS NOTE, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF THE
COMPANY AND THE HOLDER OF THIS NOTE ACKNOWLEDGES THAT THIS WAIVER IS A





8









 






	 	 	MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON
THIS WAIVER IN ENTERING INTO THIS TRANSACTION, AND THAT EACH WILL CONTINUE TO RELY ON THIS
WAIVER IN ITS RELATED FUTURE DEALINGS. EACH OF THE COMPANY AND THE HOLDER OF THIS NOTE
FURTHER WARRANTS AND REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL,
AND THAT EACH HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE TRANSACTION DOCUMENTS, OR TO ANY
OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS NOTE. IN THE EVENT OF LITIGATION, THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. EACH OF THE COMPANY
AND THE HOLDER OF THIS NOTE ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND THAT
MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF EACH. EACH OF THE COMPANY AND THE HOLDER OF THIS
NOTE HEREBY IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS NOTE OR ANY AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY MAY BE BROUGHT
IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY OR OF THE UNITED STATES
OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND HEREBY EXPRESSLY SUBMITS TO THE
PERSONAL JURISDICTION AND VENUE OF SUCH COURTS FOR THE PURPOSES THEREOF AND EXPRESSLY
WAIVES ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT SUCH COURTS ARE AN INCONVENIENT
FORUM. EACH OF THE COMPANY AND THE HOLDER OF THIS NOTE HEREBY IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO ITS ADDRESS SET FORTH IN SECTION 12.2 OF THE NOTE PURCHASE AGREEMENT, SUCH
SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING.
	 
	12.	 	Headings.
	 
	 	 	The headings in this Note are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.
	 
	13.	 	Severability.
	 
	 	 	If any one or more of the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, unless the provisions





9









 






	 	 	held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining
provisions hereof.





[Signature Page Follows]




10









 





     IN WITNESS WHEREOF, the Company has caused this Promissory Note to be duly executed as of the
date first written above.



	 	 	 	 	 
	 	COMPANY



VSS -CAMBIUM MERGER CORP.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




11











 





EXHIBIT B




FORM OF GUARANTY 




SUBSIDIARY GUARANTY




Dated as of April      , 2007




From




THE GUARANTORS NAMED HEREIN




and




THE ADDITIONAL GUARANTORS REFERRED TO HEREIN




as Guarantors 




in favor of




TCW/CRESCENT MEZZANINE PARTNERS IV, L.P., AS ADMINISTRATIVE AGENT FOR

THE PURCHASERS REFERRED TO IN

THE NOTE PURCHASE AGREEMENT REFERRED TO HEREIN















 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	Page
	Section 1. Guaranty; Limitation of Liability
	 	 	1	 
	 
	 	 	 	 
	Section 2. Guaranty Absolute
	 	 	2	 
	 
	 	 	 	 
	Section 3. Acknowledgements, Waivers and Consents
	 	 	2	 
	 
	 	 	 	 
	Section 4. Subrogation
	 	 	10	 
	 
	 	 	 	 
	Section 5. Payments Free and Clear of Taxes, Etc.
	 	 	10	 
	 
	 	 	 	 
	Section 6. Representations and Warranties
	 	 	10	 
	 
	 	 	 	 
	Section 7. Covenants
	 	 	11	 
	 
	 	 	 	 
	Section 8. Amendments, Guaranty Supplements, Etc.
	 	 	11	 
	 
	 	 	 	 
	Section 9. Notices, Etc.
	 	 	11	 
	 
	 	 	 	 
	Section 10. No Waiver; Remedies
	 	 	12	 
	 
	 	 	 	 
	Section 11. Right of Set-off
	 	 	12	 
	 
	 	 	 	 
	Section 12. Indemnification
	 	 	12	 
	 
	 	 	 	 
	Section 13. Subordination
	 	 	13	 
	 
	 	 	 	 
	Section 14. Continuing Guaranty; Assignments under the Purchase Agreement
	 	 	14	 
	 
	 	 	 	 
	Section 15. Execution in Counterparts
	 	 	14	 
	 
	 	 	 	 
	Section 16. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.
	 	 	14	 
	 
	 	 	 	 
	Section 17. Cambium Learning, Inc.
	 	 	15	 
	 
	 	 	 	 
	Exhibit A — Guaranty Supplement
	 	 	 	 






i









 





SUBSIDIARY GUARANTY




          SUBSIDIARY GUARANTY dated as of April        , 2007 (as amended, restated
or otherwise modified from time to time, this “Guaranty”) made by the Persons listed on the
signature pages hereof under the caption “Subsidiary Guarantors” and the Additional Guarantors (as
defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being,
collectively, the “Guarantors” and, individually, each a “Guarantor”), in favor of the Purchasers
(as defined in the Note Purchase Agreement referred to below).




          PRELIMINARY STATEMENT. VSS-CAMBIUM MERGER CORP., a Delaware corporation (which on or about the
Closing Date will be merged with and into Cambium Learning, Inc., the “Company”), is party to a
Note Purchase Agreement dated as of the date hereof (as amended restated, supplemented and/or
otherwise modified from time to time, the “Purchase Agreement”; the capitalized terms defined
therein and not otherwise defined herein being used herein as therein defined) with the purchasers
from time to time party thereto (together with their respective successors and registered assigns,
each a “Purchaser” and collectively, the “Purchasers”), and TCW/Crescent Mezzanine Partners IV,
L.P., a Delaware limited partnership, as administrative agent for the Purchasers (in such capacity
and together with its successors and permitted assigns, the “Administrative Agent”). Each Guarantor
may receive, directly or indirectly, a portion of the proceeds of the purchase price of the Notes
under the Purchase Agreement and will derive substantial direct and indirect benefits from the
transactions contemplated by the Purchase Agreement. It is a condition precedent to the purchase
of the Notes under the Purchase Agreement that each Guarantor shall have executed and delivered
this Guaranty.




          NOW, THEREFORE, in consideration of the premises and in order to induce the Purchasers to
purchase the Notes under the Purchase Agreement, each Guarantor, jointly and severally with each
other Guarantor, hereby agrees as follows:




          Section 1. Guaranty; Limitation of Liability.




          (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual
payment when due, whether at scheduled maturity or on any date of a required prepayment or by
acceleration, demand or otherwise, of all Obligations of each other Issuer Party now or hereafter
existing under the Transaction Documents (including, without limitation, any extensions,
modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations),
whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums,
fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being
the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without
limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other
Purchaser in enforcing any rights under this Guaranty or any other Transaction Document. Without
limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts
that constitute part of the Guaranteed Obligations and would be owed by any other Issuer Party to
any Purchaser under or in respect of the Transaction Documents but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such other Issuer Party.














 





          (b) Each Guarantor, and by its acceptance of this Guaranty, the
Administrative Agent and each other Purchaser, hereby confirms that it is the intention of all such
Persons that this Guaranty and the Obligations of each Guarantor hereunder not constitute a
fraudulent transfer or conveyance for purposes of Bankruptcy Law (as hereinafter defined), the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign,
federal or state law to the extent applicable to this Guaranty and the Obligations of each
Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other
Purchasers and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under
this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations
of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For
purposes hereof, “Bankruptcy Law” means any proceeding of the type referred to in Section 9.1(g) or
9.1(h) of the Purchase Agreement or Title 11, U.S. Code, or any similar foreign, federal or state
law for the relief of debtors.




          (c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment
shall be required to be made to any Purchaser under this Guaranty or the Holdings Guaranty or any
other guaranty of the Guaranteed Obligations, such Guarantor will contribute, to the maximum extent
permitted by law, such amounts to each other Guarantor and Holdings and each other guarantor so as
to maximize the aggregate amount paid to the Purchasers under or in respect of the Transaction
Documents.




          Section 2. Guaranty Absolute. Each Guarantor guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of the Transaction Documents,
regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting
any of such terms or the rights of any Purchaser with respect thereto. The Obligations of each
Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any
other Obligations of any other Issuer Party under or in respect of the Transaction Documents, and a
separate action or actions may be brought and prosecuted against each Guarantor to enforce this
Guaranty, irrespective of whether any action is brought against the The Company or any other Issuer
Party or whether the The Company or any other Issuer Party is joined in any such action or actions.



This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any
Purchaser or any other Person upon the insolvency, bankruptcy or reorganization of the Company or
any other Issuer Party or otherwise, all as though such payment had not been made.




          Section 3. Acknowledgements, Waivers and Consents.




          (a) Each Guarantor acknowledges that the obligations undertaken by it under this Guaranty
involve the support of obligations of Persons other than such Guarantor, that such obligations of
such Guarantor are absolute, irrevocable and unconditional under any and all circumstances, and
that no Purchaser would purchase the Notes without these acknowledgements, waivers and consents.
In full recognition and in furtherance of the foregoing, each Guarantor agrees that:




2









 





          (1) Without affecting the enforceability or effectiveness of this Guaranty in accordance with
its terms and without affecting, limiting, reducing, discharging or terminating the liability of
any Guarantor under this Guaranty, or the rights, remedies, powers and privileges of
Administrative Agent or any Purchaser under this Guaranty, Purchasers may, at any time and from
time to time and without notice or demand of any kind or nature whatsoever:





               (i) amend, supplement, modify, extend, renew, waive, accelerate or otherwise change the
time for payment or performance of, or the terms of, all or any part of the Obligations
(including any increase or decrease in the rate or rates of interest on all or any part of
the Obligations);




               (ii) amend, supplement, modify, extend, renew, waive or otherwise change, or enter
into or give any Transaction Document or any agreement, security document, guarantee,
approval, consent or other instrument with respect to all or any part of the Obligations or
any Transaction Document or any such other instrument or any term or provision of the
foregoing;




               (iii) accept or enter into new or additional agreements, security documents,
guarantees (including letters of credit) or other instruments in addition to, in exchange
for or relative to any Transaction Document, all or any part of the Obligations or any
collateral now or in the future serving as security for the Obligations;




               (iv) accept or receive (including from any other guarantor of all or any part of the
Obligations) partial payments or performance on the Obligations (whether as a result of the
exercise of any right, remedy, power or privilege or otherwise);




               (v) accept, receive and hold any collateral for all or any part of the Obligations
(including from any other guarantor of all or any part of the Obligations);




               (vi) release, reconvey, terminate, waive, abandon, allow to lapse or expire, fail to
perfect, subordinate, exchange, substitute, transfer, foreclose upon or enforce any
collateral, security documents or guarantees (including letters of credit or the
obligations of any other guarantor of all or any part of the Obligations) for or relative
to all or any part of the Obligations;




               (vii) release any Person (including any other guarantor of all or any part of the
Obligations) from any personal liability with respect to all or any part of the Obligations;




               (viii) settle, compromise, release, liquidate or enforce upon such terms and in such
manner as Lender may determine or as applicable law may dictate all or any part of the
Obligations or any collateral on or guarantee of (including any letter of credit issued
with respect to) all or any part of the Obligations (including with any other guarantor of
all or any part of the Obligations);




               (ix) consent to the merger or consolidation of, the sale of substantial assets by, or
other restructuring or termination of the corporate existence of



3









 






the Company or any other Person (including any other guarantor of all or any part of the
Obligations);




               (x) proceed against any Guarantor, the Company, or any other guarantor of (including
any issuer of any letter of credit issued with respect to) all or any part of the
Obligations or any collateral provided by any Person and exercise the rights, remedies,
powers and privileges of Administrative Agent or any Purchaser under the Transaction
Documents or otherwise in such order and such manner as Administrative Agent or any
Purchaser may, in its discretion, determine, without any necessity to proceed upon or
against or exhaust any collateral, or any other right, remedy, power or privilege available
to Administrative Agent or any Purchaser before proceeding to call upon or otherwise
enforce this Guaranty as to any Guarantor, the Company, or any other guarantor of all or
any part of the Obligations;




               (xi) obtain the appointment of a receiver with respect to any collateral for all or
any part of the Obligations and apply the proceeds of such receivership as Administrative
Agent or any Purchaser may in its discretion determine (it being agreed that nothing in
this clause (xi) shall be deemed to make Administrative Agent or any Purchaser a party in
possession in contemplation of law, except at its option);




               (xii) enter into such other transactions or business dealings with any other guarantor
of all or any part of the Obligations, the Company or any subsidiary or Affiliate of any
other guarantor or the Company, as Administrative Agent or any Purchaser may desire; and




               (xiii) do all or any combination of the actions set forth in this Paragraph 3(a)(1).



          (2) The enforceability and effectiveness of this Guaranty and the liability of each
Guarantor, and the rights, remedies, powers and privileges of Administrative Agent and the
Purchasers, under this Guaranty shall not be affected, limited, reduced, discharged or terminated,
and each Guarantor hereby expressly waives to the fullest extent permitted by law any defense now
or in the future arising, by reason of:





               (i) the illegality, invalidity or unenforceability of all or any part of the
Obligations, any Transaction Document or any agreement, security document, guarantee or
other instrument relative to all or any part of the Obligations;




               (ii) the illegality, invalidity or unenforceability of any security or guarantee
(including any letter of credit) for all or any part of the Obligations or the lack of
perfection or continuing perfection or failure of the priority of any lien on any
collateral for all or any part of the Obligations;




               (iii) the cessation, for any cause whatsoever, of the liability of the Company or any
other guarantor of all or any part of the Obligations;



4









 






               (iv) any failure of Administrative Agent or any Purchaser to give notice of sale or other
disposition of any collateral for all or any part of the Obligations to any Guarantor, the
Company, or any other Person or any defect in, or any failure by any Guarantor or any other Person
to receive, any notice that may be given in connection with any sale or disposition of any
collateral;




               (v) any failure of Administrative Agent or any Purchaser to comply with applicable laws in
connection with the sale or other disposition of any collateral for all or any part of the
Obligations;




               (vi) any judicial or nonjudicial foreclosure or sale of, or other election of remedies with
respect to, any collateral serving as security for all or any part of the Obligations, even though
such foreclosure, sale or election of remedies may impair the subrogation rights, if any, of any
Guarantor or may preclude any Guarantor from obtaining reimbursement, contribution, indemnification
or other recovery from the Company or any other guarantor of all or any part of the Obligations or
any other Person and even though the Company may not, as a result of such foreclosure, sale or
election of remedies, be liable for any deficiency;




               (vii) any act or omission of Administrative Agent or any Purchaser or any other Person that
directly or indirectly results in or aids the discharge or release of the Company or any other
guarantor of all or any part of the Obligations or any security or guarantee (including any letter
of credit) for all or any part of the Obligations by operation of law or otherwise;




               (viii) any law which provides that the obligation of a surety or guarantor must neither be
larger in amount nor in other respects more burdensome than that of the principal or which reduces
a surety’s or guarantor’s obligation in proportion to the principal obligation;




               (ix) the possibility that the obligations of the Company to Administrative Agent and the
Purchasers may at any time and from time to time exceed the aggregate liability of Guarantors under this Guaranty;




               (x) any failure of Administrative Agent or any Purchaser to file or enforce a claim in any
bankruptcy or other proceeding with respect to any Person;




               (xi) the election by Administrative Agent or any Purchaser, in any bankruptcy proceeding of
any Person, of the application or nonapplication of section 1111(b)(2) of the Bankruptcy Code;




               (xii) any extension of credit or the grant of any Lien under section 364 of the Bankruptcy
Code;




               (xiii) any use of cash collateral under section 363 of the Bankruptcy Code;



5









 






               (xiv) any agreement or stipulation with respect to the provision of adequate protection
in any bankruptcy proceeding of any Person;




               (xv) the avoidance of any Lien in favor of Administrative Agent or any Purchaser for
any reason;




               (xvi) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
liquidation or dissolution proceeding commenced by or against any Person, including the the
Company, including any discharge of, or bar or stay against collecting or enforcing, all
or any part of the Obligations (or any interest on all or any part of the Obligations) in
or as a result of any such proceeding;




               (xvii) any action taken by Administrative Agent or any Purchaser that is authorized by
this Section or otherwise in this Guaranty or by any other provision of any Transaction
Document or any omission to take any such action;




               (xviii) any other circumstance whatsoever that might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor, including by reason of Sections
2809, 2810, 2819, 2839, 2845, 2850, 2899, 3275 and 3433 of the California Civil Code, and
any future judicial decisions or legislation or of any comparable provisions of the laws of
any other jurisdiction;




               (xix) any failure of any Purchaser to disclose to any Issuer Party any information
relating to the business, condition (financial or otherwise), operations, performance,
properties or prospects of any other Issuer Party now or hereafter known to such Purchaser
(each Guarantor waiving any duty on the part of the Purchasers to disclose such
information);




               (xx) the failure of any other Person to execute or deliver this Guaranty, any Guaranty
Supplement (as hereinafter defined) or any other guaranty or agreement or the release or
reduction of liability of any Guarantor or other guarantor or surety with respect to the
Guaranteed Obligations; or




               (xxi) any other circumstance (including, without limitation, any statute of
limitations) or any existence of or reliance on any representation by any Purchaser that
might otherwise constitute a defense available to, or a discharge of, any Issuer Party or
any other guarantor or surety.



          (b) Each Guarantor absolutely, unconditionally, knowingly, and expressly waives any defense
arising by reason of or deriving from (i) any claim or defense based upon an election of remedies
by Administrative Agent or any Purchaser including any defense based upon an election of remedies
by Lender under the provisions of the California Code of Civil Procedure Sections 580a, 580b, 580d,
and 726 or any similar law of California or any other jurisdiction; or (ii) any election by
Administrative Agent or any Purchaser under 11 U.S.C. Section 1111(b) to limit the amount of, or
any collateral securing, its claim against the Company.




          (c) This is an unconditional and irrevocable waiver of any rights and defenses each Guarantor
may have because the Company’s Obligations may be secured by real property




6









 







located in California. These rights and defenses include, but are not limited to, any rights or
defenses based upon California Code of Civil Procedure Sections 580a, 580b, 580c, 580d, or 726. If
any of the Obligations at any time are secured by a mortgage or deed of trust upon real property,
Administrative Agent or any Purchaser may elect, in its sole discretion, upon a default with
respect to the Obligations, to foreclose such mortgage or deed or trust judicially or nonjudicially
in any manner permitted by law, before or after enforcing the Transaction Documents, without
diminishing or affecting the liability of any Guarantor hereunder except to the extent the
Obligations are repaid with the proceeds of such foreclosure. Each Guarantor understands that (a)
by virtue of the operation of California’s antideficiency law applicable to nonjudicial
foreclosures, an election by Administrative Agent or any Purchaser nonjudicially to foreclose such
a mortgage or deed of trust probably would have the effect of impairing or destroying rights of
subrogation, reimbursement, contribution, or indemnity of such Guarantor against the Company or
other guarantors or sureties, and (b) absent the waiver given by such Guarantor, such an election
would prevent Administrative Agent or any Purchaser from enforcing the Transaction Documents
against such Guarantor. Understanding the foregoing, and understanding that each Guarantor is
hereby relinquishing a defense to the enforceability of the Transaction Documents, each Guarantor
hereby WAIVES any right to assert against Administrative Agent or any Purchaser any defense to the
enforcement of the Transaction Documents, whether denominated “estoppel” or otherwise, based on or
arising from an election by Administrative Agent or any Purchaser nonjudicially to foreclose any
such mortgage or deed of trust. Each Guarantor understands that the effect of the foregoing waiver
may be that such Guarantor may have liability hereunder for amounts with respect to which such
Guarantor may be left without rights of subrogation, reimbursement, contribution, or indemnity
against the Company or other guarantors or sureties. Each Guarantor also agrees that the “fair
market value” provisions of California Code of Civil Procedure Section 580a shall have no
applicability with respect to the determination of Guarantor’s liability under the Transaction
Documents.




          (d) Each Guarantor consents to the waiver by the Company of all of its rights under California
Civil Code Section 2822.




          (e) Notwithstanding any foreclosure of the lien of any deed of trust or security agreement
with respect to any or all real or personal property secured thereby, whether by the exercise of
the power of sale contained therein, by an action for judicial foreclosure, or by an acceptance of
a deed in lieu of foreclosure, and notwithstanding enforcement of any other guaranty executed in
connection with the Transaction Documents, each Guarantor shall remain bound under this Guaranty.




          (f) Each Guarantor acknowledges that it has been made aware of the provisions of California
Civil Code Section 2856, has read and understands the provisions of that statute, has had the
opportunity to seek the advise of its counsel as to the scope, purpose and effect of that statute,
and based thereon, and without limiting the foregoing waivers, each Guarantor agrees to waive all
suretyship rights and defenses described in Section 2856(a) thereof. Without limiting any other
waivers herein, each Guarantor hereby gives the following waivers with respect to CC Sections
2856(c) and (d):




     Each Guarantor waives all rights and defenses that such Guarantor may have if the Obligations
are secured by real property. This means, among other things:



7









 





               (1) Administrative Agent or any Purchaser may collect from such Guarantor without first
foreclosing on any real or personal property collateral pledged by the Company for the Obligations;
and



               (2) If Administrative Agent or any Purchaser forecloses on any real property collateral
pledged by the Company for the Obligations: (a) the amount of the debt may be reduced only by the
price for which that collateral is sold at the foreclosure sale, even if the collateral is worth
more than the sale price; and (b) Administrative Agent or any Purchaser may collect from any
Guarantor even if Administrative Agent or any Purchaser, by foreclosing on the real property
collateral pledged by the Company for the Obligations, has destroyed any right such Guarantor may
have to collect from the Company.



          (g) EACH GUARANTOR WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY
THE ADMINISTRATIVE AGENT OR ANY PURCHASER, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A
NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A GUARANTEED OBLIGATION, HAS DESTROYED SUCH
GUARANTOR’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE COMPANY BY THE OPERATION OF
CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 580(D) OR OTHERWISE.




          (h) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS
GUARANTY, EACH GUARANTOR HEREBY ABSOLUTELY, KNOWINGLY, UNCONDITIONALLY AND EXPRESSLY WAIVES, ANY
AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA
CIVIL CODE SECTIONS 2787 TO 2855, INCLUSIVE; CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a,
580b, 580c, 580d, AND 726; CHAPTER 2 OF TITLE 14 OF PART 4 OF DIVISION 3 OF THE CALIFORNIA CIVIL
CODE; AND CALIFORNIA COMMERCIAL CODE SECTION 3116, 3118, 3119, 3419, 3605, 9504 AND 9507.




          (i) Notwithstanding anything contained herein to the contrary, each Guarantor shall only be
liable only if and when the Administrative Agent or any Purchaser obtains a judgment against the
Company and execution on the judgment has been returned unsatisfied or after the Company or any
Guarantor has become insolvent or cannot be served with process or it is otherwise apparent to
the Administrative Agent or any Purchaser in its reasonable business judgment, that payment cannot
be obtained from the Company. Each Guarantor further consents and agrees that neither
Administrative Agent nor any Purchaser shall be under any obligation to marshal any assets in
favor of such Guarantor, or against or in payment of any or all of the Obligations. The
undersigned hereby waives to the maximum extent permitted by applicable law all suretyship
defenses and any rights to interpose any defense, counterclaim, setoff or offset of any nature and
description which the undersigned may have or which may exist between and among Administrative
Agent or any Purchaser, the Company and/or the undersigned and/or any other guarantor of the
Obligations with respect to the undersigned’s obligations under this Guaranty, or which the
Company may assert on the underlying debt, including but not limited to failure of consideration,
breach of warranty, fraud, payment (other than cash payment in full of the Obligations), statute
of frauds, bankruptcy,




8









 




infancy, statute of limitations, accord and satisfaction, usury, and the exemption of property
from execution or for valuation upon foreclosure.




          (j) Each Guarantor further waives (i) notice of the acceptance of this Guaranty, of the making
of any such loans or extensions of credit, and of all notices and demands of any kind to which the
undersigned may be entitled, including, without limitation, notice of adverse change in the
Company’s financial condition or of any other fact which might materially increase the risk of any
Guarantor and (ii) presentment to or demand of payment from anyone whomsoever liable upon any of
the Obligations, protest, notices of presentment, non payment or protest and notice of any default
of any sort.




          (k) Each Guarantor agrees that it intends that its rights and obligations shall be those
expressly set forth in this Guaranty and that its obligations shall not be affected, limited,
reduced, discharged or terminated by reason of any principles or provisions of law which conflict
with the terms of this Guaranty.




          (1) Each Guarantor agrees that it is directly liable to Administrative Agent and each
Purchaser hereunder, that the obligations of such Guarantor hereunder are independent of the
obligations of any other guarantor of all or any part of the Obligations (including any issuer of
letter of credit), and that a separate action may be brought against such Guarantor, whether any
action is brought against any other guarantor of all or any part of the Obligations (including any
issuer of letter of credit) or with respect to any collateral for all or any part of the
Obligations or whether any other guarantor of all or any part of the Obligations (including any
issuer of letter of credit) is joined in any action. Each Guarantor agrees that its liability
hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by
Administrative Agent or any Purchaser of whatever remedies it may have against any other guarantor
of all or any part of the Obligations (including any issuer of letter of credit Each Guarantor
agrees that any release that may be given by Administrative Agent or any Purchaser to any other
guarantor of all or any part of the Obligations (including any issuer of letter of credit) shall
not release such Guarantor.




          (m) Each Guarantor agrees that its obligations under this Guaranty may not be waived by the
Company. Administrative Agent or any Purchaser may require such obligations to be performed by
Guarantor notwithstanding any purported waiver by the Company.




          (n) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this
Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed
Obligations, whether existing now or in the future.




          (o) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by
reason of any claim or defense based upon an election of remedies by any Purchaser that in any
manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement,
exoneration, contribution or indemnification rights of such Guarantor or other rights of such
Guarantor to proceed against any of the other Issuer parties, any other Guarantor or any other
Person or any collateral and (ii) any defense based on any right of set-off or counterclaim
against or in respect of the Obligations of such Guarantor hereunder.




9









 





          (p) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits
from the financing arrangements contemplated by the Transaction Documents and that the waivers set
forth in Section 2 and this Section 3 are knowingly made in contemplation of such benefits.




          Section 4. Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees
not to exercise any rights that it may now have or hereafter acquire against the Company, any other
Issuer Party or any other insider guarantor that arise from the existence, payment, performance or
enforcement of such Guarantor’s Obligations under or in respect of this Guaranty or any other
Transaction Document, including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution or indemnification and any right to participate in any claim or remedy of
any Purchaser against the Company, any other Issuer Party or any other insider guarantor or any
collateral, whether or not such claim, remedy or right arises in equity or under contract, statute
or common law, including, without limitation, the right to take or receive from the Company, any
other Issuer Party or any other insider guarantor, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account of such claim, remedy
or right, unless and until all of the Guaranteed Obligations and all other amounts payable under
this Guaranty shall have been paid in full in cash. If any amount shall be paid to any Guarantor in
violation of the immediately preceding sentence at any time prior to the latest of (a) the payment
in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty and
(b) the Maturity Date, such amount shall be received and held in trust for the benefit of the
Purchasers, shall be segregated from other property and funds of such Guarantor and shall forthwith
be paid or delivered to the Administrative Agent in the same form as so received (with any
necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and
all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the
terms of the Transaction Documents, or to be held as collateral for any Guaranteed Obligations or
other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make
payment to any Purchaser of all or any part of the Guaranteed Obligations, (ii) all of the
Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in
full in cash and (iii) the Maturity Date shall have occurred, the Purchasers will, at such
Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents,
without recourse and without representation or warranty, necessary to evidence the transfer by
subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such
payment made by such Guarantor pursuant to this Guaranty.




          Section 5. Payments Free and Clear of Taxes, Etc. Any and all payments made by any
Guarantor under or in respect of this Guaranty or any other Transaction Document shall be made, in
accordance with the terms and conditions of the Purchase Agreement, fee and clear of and without
deduction or withholding for any Taxes or Other Taxes and for the full amount of any taxes of any
kind.




          Section 6. Representations and Warranties. Each Guarantor hereby makes each
representation and warranty made in the Transaction Documents by the Company with respect to such
Guarantor and each Guarantor hereby further represents and warrants as follows:




10









 






     (a) There are no conditions precedent to the effectiveness of this Guaranty that have
not been satisfied or waived.




     (b) Such Guarantor has, independently and without reliance upon any Purchaser and based
on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Guaranty and each other Transaction Document to which it is
or is to be a party, and such Guarantor has established adequate means of obtaining from
each other Issuer Party on a continuing basis information pertaining to, and is now and on a
continuing basis will be completely familiar with, the business, condition (financial or
otherwise), operations, performance, properties and prospects of such other Issuer Party.



          Section 7. Covenants. Each Guarantor covenants and agrees that, so long as any part of
the Guaranteed Obligations shall remain unpaid, such Guarantor will perform and observe, and cause
each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements set
forth in the Transaction Documents on its or their part to be performed or observed or that the
Company has agreed to cause such Guarantor or such Subsidiaries to perform or observe.




          Section 8. Amendments, Guaranty Supplements, Etc.




          (a) No amendment or waiver of any provision of this Guaranty and no consent to any departure
by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and
signed by the Administrative Agent and the Required Note-Holders, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given.




          (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially
the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to
as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in
this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and
each reference in any other Transaction Document to a “Subsidiary Guarantor” shall also mean and be
a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”,
“hereunder”, “hereof” or word of like import referring to this Guaranty, and each reference in any
other Transaction Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like
import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented
by such Guaranty Supplement.




          Section 9. Notices, Etc. All notices and other communications provided for hereunder
shall be in writing (including telegraphic, telecopy or telex communication) and mailed,
telegraphed, telecopied, telexed or delivered to it, if to any Guarantor, addressed to it at the
address specified in Section 12.2 of the Purchase Agreement, if to the Administrative Agent or any
Purchaser, at its address specified in Section 12.2 of the Purchase Agreement, or, as to any
party, at such other address as shall be designated by such party in a written notice to each
other party. All such notices and other communications sent by hand or overnight courier service,
or mailed by certified mail, shall be deemed to have been given when received. Notices





11









 







sent by telecopier shall be deemed to have been given when sent (except that, if not given during
normal business hours for the recipient, shall be deemed to have been given at the opening of
business on the next Business Day for the recipient). Notices sent by electronic mail as described
above shall be deemed received upon the sender’s receipt of an acknowledgment from the intended
recipient (such as by the “return receipt requested” function, as available, return electronic mail
or other written acknowledgment), except that, if not given during normal business hours for the
recipient, such notice or communication shall be deemed to have been given at the opening of
business on the next Business Day for the recipient. The timing for delivery of all notices shall
be based on prevailing Eastern time. Delivery by telecopier of an executed counterpart of a
signature page to any amendment or waiver of any provision of this Guaranty or of any Guaranty
Supplement to be executed and delivered hereunder shall be effective as delivery of an original
executed counterpart thereof.




          Section 10. No Waiver, Remedies. No failure on the part of any Purchaser to exercise,
and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative and not exclusive
of any remedies provided by law.




          Section 11. Right of Set-off. Upon (a) the occurrence and during the continuance of
any Event of Default and (b) the making of the request or the granting of the consent specified
by Section 9.2 of the Purchase Agreement to authorize the Administrative Agent to declare the
Obligations due and payable pursuant to the provisions of said Section 9.2, the Administrative
Agent and each Purchaser is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by the
Administrative Agent, such Purchaser to or for the credit or the account of any Guarantor against
any and all of the Obligations of such Guarantor now or hereafter existing under the Transaction
Documents, irrespective of whether the Administrative Agent or such Purchaser shall have made any
demand under this Guaranty or any other Transaction Document and although such Obligations may be
unmatured. The Administrative Agent and each Purchaser agrees promptly to notify such Guarantor
after any such set-off and application; provided, however, that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of the Administrative
Agent and each Purchaser under this Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off) that the Administrative Agent and such
Purchaser may have.




          Section 12. Indemnification.




          (a) Without limitation on any other Obligations of any Guarantor or remedies of the
Purchasers under this Guaranty, each Guarantor shall, to the fullest extent permitted by law,
indemnify, defend and save and hold harmless each Purchaser and each of their Affiliates and their
respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from
and against, and shall pay on demand, any and all claims, damages, losses, liabilities and
expenses (including, without limitation, reasonable fees and expenses of counsel) that may be
incurred by or asserted or awarded against any Indemnified Party in connection with or as a result
of any failure of any Guaranteed Obligations to be the legal, valid and binding




12









 







obligations of any Issuer Party enforceable against such Issuer Party in accordance with their
terms.




          (b) Each Guarantor hereby also agrees that none of the Indemnified Parties shall have any
liability (whether direct or indirect, in contract, tort or otherwise) to any of the Guarantors or
any of their respective Affiliates or any of their respective officers, directors, employees,
agents and advisors, and each Guarantor hereby agrees not to assert any claim against any
Indemnified Party on any theory of liability, for special, indirect, consequential or punitive
damages arising out of or otherwise relating to the Notes, the actual or proposed use of the
proceeds of the Notes, the Transaction Documents or the Related Documents or any of the
transactions contemplated by the Transaction Documents or the Related Documents.




          (c) Without prejudice to the survival of any of the other agreements of any Guarantor under
this Guaranty or any of the other Transaction Documents, the agreements and obligations of each
Guarantor contained in Section 1(a) (with respect to enforcement expenses), the last sentence of
Section 2, Section 5 and this Section 12 shall survive the payment in full of the
Guaranteed Obligations and all of the other amounts payable under this Guaranty.




          Section 13. Subordination. Each Guarantor hereby subordinates any and all debts,
liabilities and other Obligations owed to such Guarantor by each other Issuer Party (the
“Subordinated Obligations”) to the Guaranteed Obligations to the extent and in the manner
hereinafter set forth in this Section 13:





     (a) Prohibited Payments, Etc. Except following notification of a Default (other than
the commencement and continuation of any proceeding under any Bankruptcy Law relating to any other
Issuer Party which shall not require such notification), each Guarantor may receive regularly
scheduled payments from any other Issuer Party on account of the Subordinated Obligations.
After the occurrence and during the continuance of any Default (including the commencement and
continuation of any proceeding under any Bankruptcy Law relating to any other Issuer Party),
however, unless the Administrative Agent otherwise agrees, no Guarantor shall demand, accept or
take any action to collect any payment on account of the Subordinated Obligations. For purposes
hereof, “Bankruptcy Law” means any proceeding of the type referred to in Section 9.1(f) of the
Purchase Agreement or Title 11, U.S. Code, or any similar foreign, federal or state law for the
relief of debtors.



     (b) Prior Payment of Guaranteed Obligations. In any proceeding under any
Bankruptcy Law relating to any other Issuer Party, each Guarantor agrees that the Purchasers
shall be entitled to receive payment in full in cash of all Guaranteed Obligations
(including all interest and expenses accruing after the commencement of a proceeding under
any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding (“Post
Petition Interest”)) before such Guarantor receives payment of any Subordinated
Obligations.



     (c) Turn-Over. After the occurrence and during the continuance of any Default
(including the commencement and continuation of any proceeding under any Bankruptcy Law
relating to any other Issuer Party), each Guarantor shall, if the



13









 






Administrative Agent so requests, collect, enforce and receive payments on account of the
Subordinated Obligations as trustee for the Purchasers and deliver such payments to the
Administrative Agent on account of the Guaranteed Obligations (including all Post Petition
Interest), together with any necessary endorsements or other instruments of transfer, but
without reducing or affecting in any manner the liability of such Guarantor
under the other provisions of this Guaranty.




     (d) Administrative Agent Authorization. After the occurrence and during the
continuance of any Default (including the commencement and continuation of any proceeding
under any Bankruptcy Law relating to any other Issuer Party), the Administrative Agent is
authorized and empowered (but without any obligation to so do), in its discretion, (i) in
the name of each Guarantor, to collect and enforce, and to submit claims in respect of,
Subordinated Obligations and to apply any amounts received thereon to the Guaranteed
Obligations (including any and all Post Petition Interest), and (ii) to require each
Guarantor (A) to collect and enforce, and to submit claims in respect of, Subordinated
Obligations and (B) to pay any amounts received on such obligations to the Administrative
Agent for application to the Guaranteed Obligations (including any and all Post Petition
Interest).



          Section 14. Continuing Guaranty; Assignments under the Purchase Agreement. This
Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest
of (i) the payment in full in cash of the Guaranteed Obligations and all other amounts payable
under this Guaranty and (ii) the latest Maturity Date, (b) be binding upon the Guarantor, its
successors and assigns and (c) inure to the benefit of and be enforceable by the Purchasers and
their successors, transferees and assigns to the extent such successors, transferees and assigns
become Purchasers as provided in Section 13.3 of the Purchase Agreement or under applicable law.
No Guarantor shall have the right to assign its rights hereunder or any interest herein
without the prior written consent of the Purchasers.




          Section 15. Execution in Counterparts. This Guaranty and each amendment, waiver and
consent with respect hereto may be executed in any number of counterparts and by different parties
thereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Guaranty by telecopier shall be effective as
delivery of an original executed counterpart of this Guaranty.




          Section 16. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.




          (a) This Guaranty shall be governed by, and construed in accordance with, the laws of the
State of New York.




          (b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or federal court of the
United States of America sitting in New York City, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Guaranty or any of the other Transaction
Documents to which it is or is to be a party, or for recognition or enforcement of any judgment,
and each Guarantor hereby irrevocably and unconditionally agrees that all claims in





14









 







respect of any such action or proceeding may be heard and determined in any such New York State
court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a
final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Guaranty or any other Transaction Document shall affect any right that any party may otherwise
have to bring any action or proceeding relating to this Guaranty or any other Transaction Document
in the courts of any jurisdiction.




          (c) Each Guarantor irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection that it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Guaranty or any of the
other Transaction Documents to which it is or is to be a party in any New York State or federal
court. Each Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such
court.




          (d) EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO ANY OF THE TRANSACTION DOCUMENTS OR THE ACTIONS OF ANY PURCHASER IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.




          Section 17. Cambium Learning, Inc. as Company. On or about the Closing Date, Cambium
Learning, Inc. (“Cambium”) shall merge with and into VSS-Cambium Merger Corp. (“VSS”) and Cambium
shall be the surviving entity of such merger. Upon the consummation of such merger, Cambium shall
become the Company under the Purchase Agreement and shall be bound by the all the terms,
conditions, representation, warranties and covenants of the Purchase Agreement including, without
limitation, the covenant to repay all of the Obligations in accordance with the terms of the
Transaction Documents and at such time Cambium shall no longer be deemed a Guarantor under this
Guaranty. In the event that the merger between Cambium and VSS shall be set aside, undone or
otherwise rescinded for any reason, then Cambium’s obligations under this Guaranty shall be
reinstated as though such merger not occurred and Cambium had not become the Company under the
Purchase Agreement.




[Remainder of this page intentionally left blank]




15









 





          IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and delivered
by its officer thereunto duly authorized as of the date first above written.




	 	 	 	 	 	 	 
	 	 	[GUARANTOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[GUARANTOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






Subsidiary Guaranty Signature Page





16









 








Exhibit A

To The

Subsidiary Guaranty




FORM OF SUBSIDIARY GUARANTY SUPPLEMENT




TCW/Crescent Mezzanine Partners IV, L.P., as Administrative Agent

under the Purchase Agreement referred to below

c/o TCW/Crescent Mezzanine IV, L.L.C.

200 Park Avenue

Suite 2200

New York, New York 10166

Attention: Andrew G. Bernstein





			
	RE:	 	The Note Purchase Agreement dated as of April      , 2007 (as amended, modified,
restated or supplemented or otherwise modified from time to time, the “Purchase Agreement”)
by and among Cambium Learning, Inc., a Delaware corporation and successor-in-interest to
VSS-CAMBIUM MERGER CORP., a Delaware corporation (the “Company”), VSS-CAMBIUM HOLDINGS,
LLC, a Delaware limited liability company (“Holdings”), TCW/Crescent Mezzanine Partners IV,
L.P., a Delaware limited partnership (“TCW IV”), TCW/Crescent Mezzanine Partners IVB, L.P.,
a Delaware limited partnership (“TCW IVB”), MAC CAPITAL, LTD., a Cayman Islands company
(“MAC”), NYLIM Mezzanine Partners II Parallel Fund, LP, a Delaware limited partnership
(“Parallel”), New York Life Investment Management Mezzanine Partners II, LP, a Delaware
limited partnership (“Management”), Goldentree Capital Solutions Fund Financing, Cayman
Islands Sub-Trust (“GCSFF”), Goldentree Capital Opportunities, LP, a Delaware Limited
Partnership (“GCO”), THE OTHER PURCHASERS FROM TIME TO TIME PARTY THERETO (TCW IV, TCW IVB,
MAC, Parallel, Management GCSFF, GCO and such other purchasers together with their
respective successors and registered assigns, each a “Purchaser” and collectively, the
“Purchasers”), and TCW IV, as administrative agent for the Purchasers (in such capacity and
together with its successors and permitted assigns, the “Administrative Agent”)..





Ladies and Gentlemen:




               Reference is made to the above-captioned Purchase Agreement and to the Subsidiary Guaranty
referred to therein (such Subsidiary Guaranty, as in effect on the date hereof and as it may
hereafter be amended, supplemented or otherwise modified from time to time, together with this
Guaranty Supplement, being the “Subsidiary Guaranty”). The capitalized terms defined in the
Subsidiary Guaranty or in the Purchase Agreement and not otherwise defined herein are used herein
as therein defined.




17









 





          Section 1. Guaranty; Limitation of Liability. (a) The undersigned hereby absolutely,
unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled
maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all
Obligations of each other Issuer Party now or hereafter existing under the Transaction Documents
(including, without limitation, any extensions, modifications, substitutions, amendments or
renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or
contingent, and whether for principal, interest, premium fees, indemnities, contract causes of
action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and
agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of
counsel) incurred by the Administrative Agent or any other Purchaser in enforcing any rights under
this Guaranty Supplement, the Subsidiary Guaranty or any other Transaction Document. Without
limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts
that constitute part of the Guaranteed Obligations and would be owed by any other Issuer Party to
any Purchaser under or in respect of the Transaction Documents but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such other Issuer Party.




          (b) The undersigned, and by its acceptance of this Guaranty Supplement, the Administrative
Agent and each other Purchaser, hereby confirms that it is the intention of all such Persons that
this Guaranty Supplement, the Subsidiary Guaranty and the Obligations of the undersigned hereunder
and thereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign,
federal or state law to the extent applicable to this Guaranty Supplement, the Subsidiary Guaranty
and the Obligations of the undersigned hereunder and thereunder. To effectuate the foregoing
intention, the Administrative Agent, the other Purchasers and the undersigned hereby irrevocably
agree that the Obligations of the undesigned under this Guaranty Supplement and the Subsidiary
Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of
the undersigned under this Guaranty Supplement and the Subsidiary Guaranty not constituting a
fraudulent transfer or conveyance.




          (c) The undersigned hereby unconditionally and irrevocably agrees that in the
event any payment shall be required to be made to any Purchaser under this Guaranty Supplement,
the Subsidiary Guaranty, the Holdings Guaranty or any other guaranty, the undersigned will
contribute, to the maximum extent permitted by applicable law, such amounts to each other
Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Purchasers
under or in respect of the Transaction Documents.




          Section 2. Obligations Under the Guaranty. The undersigned hereby agrees,
as of the date first above written, to be bound as a Guarantor by all of the terms and conditions
of the Subsidiary Guaranty to the same extent as each of the other Guarantors thereunder. The
undersigned further agrees, as of the date first above written, that each reference in the
Subsidiary Guaranty to an “Additional Guarantor” or a “Guarantor” shall also mean and be a
reference to the undersigned, and each reference in any other Transaction Document to a
“Subsidiary Guarantor” or an “Issuer Party” shall also mean and be a reference to the undersigned.





18









 








          Section 3. Representations and Warranties. The undersigned hereby makes each
representation and warranty set forth in Section 6 of the Subsidiary Guaranty to the same extent
as each other Guarantor.




          Section 4. Delivery by Telecopier. Delivery of an executed counterpart of a
signature page to this Guaranty Supplement by telecopier shall be effective as delivery of an original
executed counterpart of this Guaranty Supplement.




          Section 5. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. This Guaranty Supplement shall
be governed by, and construed in accordance with, the law of the State of New York.




          (b) The undersigned hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or any federal court of the
United States of America sitting in New York City, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Guaranty Supplement, the Subsidiary
Guaranty or any of the other Transaction Documents to which it is or is to be a party, or for
recognition or enforcement of any judgment, and the undersigned hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law, in such federal
court. The undersigned agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Guaranty Supplement or the Subsidiary Guaranty or any other
Transaction Document shall affect any right that any party may otherwise have to bring any action
or proceeding relating to this Guaranty Supplement, the Subsidiary Guaranty or any of the other
Transaction Documents to which it is or is to be a party in the courts of any other jurisdiction.




          (c) The undersigned irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection that it may now or hereafter have to the laying of venue
of any suit, action or proceeding arising out of or relating to this Guaranty Supplement, the
Subsidiary Guaranty or any of the other Transaction Documents to which it is or is to be a party in
any New York State or federal court. The undersigned hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit,
action or proceeding in any such court.




          (d) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO ANY OF THE TRANSACTION DOCUMENTS OR THE ACTIONS OF ANY PURCHASER IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.




Very truly yours,




[NAME OF ADDITIONAL GUARANTOR]




19









 





	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 







20











 





EXHIBIT C




FORM OF COMPLIANCE CERTIFICATE




Financial Statement Date:                     ,




	 	 	 	 	 
	To:

	 	[Purchaser]	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 





Ladies and Gentlemen:




          Reference is made to that certain Note Purchase Agreement dated as
of the day hereof
(as amended, modified, restated or supplemented from time to time, the “Purchase
Agreement by and among Cambium Learning, Inc., a Delaware corporation and
successor-in-interest to VSS-CAMBIUM MERGER CORP., a Delaware corporation (the
“Company”), VSS-CAMBIUM HOLDINGS LLC, a Delaware limited liability company (“Holdings”),
TCW/Crescent Mezzanine Partners IV, L.P., a Delaware limited partnership (“TCW IV”),
TCW/Crescent Mezzanine Partners IVB, L.P., a Delaware limited partnership (“TCW IVB”),
MAC CAPITAL, LTD., a Cayman Islands company (“MAC”), NYLIM Mezzanine Partners II
Parallel Fund, LP, a Delaware limited partnership (“Parallel”), New York Life
Investment Management Mezzanine Partners II, LP, a Delaware limited partnership
(“Management”), Goldentree Capital Solutions Fund Financing, Cayman Islands Sub-Trust
(“GCSFF”), Goldentree Capital Opportunities, LP, a Delaware Limited Partnership (“GCO”),
THE OTHER PURCHASERS FROM TIME TO TIME PARTY THERETO (TCW IV, TCW IVB, MAC,
Parallel, Management, GCSFF, GCO and such other purchasers together with their
respective successors and registered assigns, each a “Purchaser” and collectively, the
“Purchasers”), and TCW IV, as administrative agent for the Purchasers.




          The undersigned Responsible Officer hereby certifies as of the
date hereof that he/she is
the                      of Holdings, and that, as such, he/she is authorized to execute and deliver this
compliance certificate (this “Certificate”) to the Administrative Agent and each
Purchaser on the behalf of Holdings, and that:




          [Use following paragraph 1 for fiscal year-end financial statements]




     1. Attached hereto as Exhibit 1 are the fiscal year-end audited financial
statements required by Section 8.1(a)(i) of the Purchase Agreement for the fiscal
year of Holdings ended as of the above date, together with the report and opinion
of an independent certified public accountant required by Section 8.1(a)(i) of
the Purchase Agreement. Such financial statements (i) were prepared in accordance with
GAAP consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein and (ii) fairly present in all material respects the financial
condition of Holding and its Subsidiaries as of the date thereof and their results of
operations and cash flows for the period covered thereby in accordance with GAAP
consistently applied throughout the period covered thereby, accept as otherwise expressly
noted therein.



          [Use following paragraph 2 for fiscal quarter-end financial
statements]




     2. Attached hereto as Exhibit 2 are the fiscal quarter-end unaudited
financial statements required by Section 8.1(a)(ii) of the Purchase Agreement for
the fiscal quarter of Holdings ended as of the above date. Such financial statements
(i) were prepared in accordance with GAAP consistent applied throughout the period
covered thereby, except as otherwise expressly noted therein and (ii) fair present



 









 




in all material respects the financial condition of Holdings and its Subsidiaries as
of the date thereof and their results of operations and cash flows for the period
covered thereby in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein, subject only to normal
year-end audit adjustments.




          [Use following paragraph 3 for fiscal year-end financial forecasts]




     3. Attached hereto as Exhibit 3 are the fiscal year-end financial budget
and forecasts required by Section 8.1(a)(viii) of the Purchase Agreement,
consisting of consolidated balance sheets, income statements and sources and uses of
cash of Holdings and its Subsidiaries for the next fiscal year and such forecasts are
reasonable estimates for the periods covered thereby.



     The undersigned has reviewed, or has caused to be reviewed under his/her
supervision and is familiar with the terms of the Purchase Agreement and has made, or
has caused to be made under his/her supervision, a detailed review of the financial
condition of Holdings and the other Issuer Parties during the accounting period covered
by the attached financial statements.



     4. A review of the financial condition of Holdings and the other Issuer Parties
during such fiscal period has been made under the supervision of the undersigned with
a view to determining whether during such fiscal period Holdings and the other Issuer
Parties performed and observed all their respective Obligations under Section 8.3
of the Purchase Agreement, and



[select one:]




          [to the best knowledge of the undersigned during such fiscal period, no Default
has occurred and is continuing.]




- or -




          [the following covenants or conditions have not been performed or observed and
the following is a list of each such Default and its nature and status of
corrective action taken or proposed to be taken with respect thereto:]




     5. Attached hereto as Exhibit 4 is a reconciliation of Consolidated EBITDA
to the net income set forth on the statement of income set forth on Exhibit
[1/2].



     6. The financial covenant analyses and information set forth on Schedule 1
attached hereto are true and accurate on and as of the date of this Certificate.



[Remainder of this page intentionally left blank]




2









 





     IN WITNESS WHEREOF, the undersigned has executed this Certificate, as of                                         ,              
       .



	 	 	 	 	 	 	 
	 	 	VSS-CAMBIUM HOLDINGS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 






For the Quarter/Year ended                                          (“Statement Date”)




SCHEDULE 1

to the Compliance Certificate

($ in 000’s)



I. Section 8.3 (a) —  Consolidated EBITDA for four consecutive Fiscal Quarters ending on
above date (“Subject Period”):




	 	 	 	 	 	 	 	 	 
	 

	 	 	1.	 	 	Consolidated Net Income for Subject Period, plus
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	2.	 	 	Cure Amount received by Holdings and contributed to the
Company in cash during Subject Period and permitted to be
included in Consolidated EBITDA pursuant to Section 9.6
of the Purchase Agreement, plus the following items, in each
case only
to the extent (and in the same proportion) deducted in
determining such Consolidated Net Income and without
duplication (and with respect to the portion of Consolidated
Net Income attributable to any Subsidiary of the Company only
if a corresponding amount would be permitted at the date of
determination to be distributed to the Company by such
Subsidiary without prior approval (that has not been obtained),
pursuant to the terms of its Organizational Documents and all
agreements, instruments and Requirements of Law applicable to
such Subsidiary or its equityholders:	 	$                    






	 	 	 	 	 	 	 
	 

	 	A.
	 	Consolidated Interest
Expenses for Subject
Period, plus
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	B.
	 	Consolidated Amortization
Expense for Subject Period,
plus
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	C.
	 	Consolidated Depreciation
Expense for Subject Period,
plus
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	D.
	 	Consolidated Tax Expense
for Subject Period, plus
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	E.
	 	nonrecurring employee
severance costs incurred
for
Subject Period, plus
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	F.
	 	Permitted Management Fees
and Expenses for Subject
Period, plus
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	G.
	 	costs and expenses incurred
in connection with the
Transactions for such period,
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	H.
	 	amortization of inventory
write-ups under APB 16 for
Subject Period, plus
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	I.
	 	any impairment of goodwill and other
intangible assets
occurring during Subject Period, plus
	 	$                    






4









 






	 	 	 	 	 	 	 
	 

	 	J.
	 	any amounts paid with respect to the
termination of the Stock Option Plan during Subject
Period, plus
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	K.
	 	any equity based compensation paid to officers,
directors, managers, members or employees of
Holdings or any of its Subsidiaries during Subject
Period, plus
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	L.
	 	the aggregate amount of all other non-cash
charges reducing Consolidated Net Income (excluding
any non-cash charge that results in an accrual of
a reserve for cash charges in any future period)
for Subject Period, less
	 	$                    






	 	 	 	 	 	 	 	 	 
	 

	 	 	7.	 	 	the aggregate amount of all non-cash
items increasing Consolidated Net Income
(other than the accrual of revenue or
recording of receivables in the ordinary
course of business
	 	$                    
	 
	 	 	 	 	 	 	 	 
	CONSOLIDATED EBITDA FOR SUBJECT PERIOD

	 	$                    






5









 





EXHIBIT D




FORM OF ASSIGNMENT




          This Assignment (this “Assignment”) is dated as of the Effective Date set forth
below and is entered into by and between [Insert name of Assignor] (the “Assignor”)
and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined
herein shall have the meanings given to them in the Note Purchase Agreement
identified below (the “Purchase Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex
1 attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment as if set forth herein in full.




          For an agreed consideration, the Assignor hereby irrevocably sells and assigns to
the Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions and the
Purchase Agreement, as of the Effective Date (i) all of the Assignor’s rights and
obligations as a Purchaser of the Notes held by Assignor under the Purchase Agreement
and any other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such outstanding
rights and obligations of the Assignor under the Notes identified below (including,
without limitation, each Guaranty guarantying such Notes) and (ii) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of action and
any other right of the Assignor (in its capacity as a Purchaser) against any Person,
whether known or unknown, arising under or in connection with the Purchase Agreement,
any other documents or instruments delivered pursuant thereto or the transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights and
obligations sold and assigned pursuant to clause (i) above (the rights and obligations
sold and assigned pursuant to clauses (i) and (ii) above being referred to herein
collectively as, the “Assigned Interest”). Such sale and assignment is without recourse
to the Assignor and, except as expressly provided in this Assignment, without
representation or warranty by the Assignor.



1. Assignor:                                         



2. Assignee:                                         



3. Company: Cambium Learning, Inc. (as successor in interest to VSS-Cambium Merger
Corp.)




	 	 	 
	4. Administrative Agent:

	 	TCW/Crescent Mezzanine Partners IV, L.P., as the administrative
agent under the Purchase Agreement
	 
	 	 
	5. Purchase Agreement:

	 	The Note Purchase Agreement dated as of April ___, 2007 (as
amended, modified, restated or supplemented from time to
time, the “Note Purchase Agreement”) by and among CAMBIUM
LEARNING, INC., a Delaware corporation and
successor-in-interest to VSS-CAMBIUM MERGER CORP., a Delaware






 









 






	 	 	 
	 

	 	corporation (the “Company”), VSS-CAMBIUM HOLDINGS, LLC, a
Delaware limited liability company (“Holdings”), TCW/Crescent
Mezzanine Partners IV, L.P., a Delaware limited partnership
(“TCW IV”), TCW/Crescent Mezzanine Partners IVB, L.P., a
Delaware limited partnership (“TCW IVB”), MAC CAPITAL, LTD.,
a Cayman Islands company (“MAC”), NYLIM Mezzanine Partners
II Parallel Fund, LP, a Delaware limited partnership
(“Parallel”), New York Life Investment Management Mezzanine
Partners II, LP, a Delaware limited partnership
(“Management”), Goldentree Capital Solutions Fund Financing,
Cayman Islands Sub-Trust (“GCSFF”), Goldentree Capital
Opportunities, LP, a Delaware Limited Partnership (“GCO”),
THE OTHER PURCHASERS FROM TIME TO TIME PARTY THERETO (TCW
IV, TCW IVB, MAC, Parallel, Management, GCSFF, GCO and such
other purchasers together with their respective successors
and registered assigns, each a “Purchaser” and collectively,
the “Purchasers”), and TCW IV, as administrative agent for
the Purchasers.





6. Assigned Interest:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate	 	Amount of	 	 	Percentage	 
	 	 	Amount of Note	 	Note	 	 	Assigned of	 
	Note Assigned	 	for all Purchasers*	 	Assigned*	 	 	Note1	 
	 
	 	$	 	$	 	 	 	 	%	 
	 
	 	$	 	$	 	 	 	 	%	 
	 
	 	$	 	$	 	 	 	 	%	 





Effective Date:                                         , 20                      [To be inserted by
 Administrative Agent and
which shall be the Effective Date of recordation of the transfer in the register
therefor.]




[Remainder of this page intentionally left blank]






 




			
	*	 	Amount to be adjusted by the counterparties to take into account any payments
or prepayments of the Notes.
	 
	1	 	Set forth, to at least 9 decimals, as a  percentage of the Notes purchased by all
of the Purchasers thereunder.




2









 









The terms set forth in this Assignment are hereby agreed to:




	 	 	 	 	 
	 	ASSIGNOR

[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ASSIGNEE

[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Received:	 	 
	 
	 	 	 	 
	TCW/CRESCENT MEZZANINE PARTNERS IV, L.P.	 	 
	 
	 	 	 	 
	By:

	 	TCW/Crescent Mezzanine Management	 	 
	 

	 	IV, L.L.C., its Investment Manager	 	 
	 
	 	 	 	 
	By:

	 	TCW Asset Management Company, its	 	 
	 

	 	Sub-Advisor	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	[Consented to:]2	 	 
	 
	 	 	 	 
	CAMBIUM LEARNING, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 








 




			
	2	 	To be added only if the consent of the Company and/or other parties is
required by the terms of the Purchase Agreement.




3









 










ANNEX 1 TO ASSIGNMENT




STANDARD TERMS AND CONDITIONS FOR




ASSIGNMENT




          1. Representations and Warranties.




          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is
free and clear of any Lien and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i)
any statements, warranties or representations made in or in connection with the
Purchase Agreement or any other Transaction Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Transaction Documents
or any collateral thereunder, (iii) the financial condition of the Company, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Transaction
Document or (iv) the performance or observance by the Company, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations
under any Transaction Document.




          1.2 Assignee. The Assignee (a) represents and warrants that (i) it has
full power and authority, and has taken all action necessary, to execute and deliver
this Assignment and to consummate the transactions contemplated hereby and to become a
Purchaser under the Purchase Agreement, (ii) it meets all requirements of Section 12.3 of the Purchase Agreement (subject to receipt of such consents as may be
required under the Purchase Agreement), (iii) from and after the Effective Date, it
shall be bound by the provisions of the Purchase Agreement as a Purchaser thereunder
and, to the extent of the Assigned Interest, shall have the obligations of a
Purchaser thereunder, (iv) it has received a copy of the Purchase Agreement, together
with copies of the most recent financial statements delivered pursuant to Section 8.1(a)
thereof, as applicable, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into this
Assignment and to purchase the Assigned Interest on the basis of which it has made
such analysis and decision independently and without reliance on the Administrative
Agent or any other Purchaser, and (v) if it is a Foreign Purchaser, attached hereto
is any documentation required to be delivered by it pursuant to the terms of the
Purchase Agreement, duly completed and executed by the Assignee; and (b) agrees that
(i) it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Purchaser, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Transaction Documents, and (ii) it will perform
in accordance with their terms all of the obligations which by the terms of the
Transaction Documents are required to be performed by it as a Purchaser.





4









 








          2. Payments. From and after the Effective Date, the Company shall make all
payments in respect of the Assigned Interest (including payments of principal,
interest, fees and other amounts) to the Assignor for amounts which have accrued to
but excluding the Effective Date and to the Assignee for amounts which have accrued
from and after the Effective Date.




          3. General Provisions. This Assignment shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns. This
Assignment may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of
this Assignment by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment. This Assignment shall be governed by, and construed in
accordance with, the law of the State of New York.





5











 





EXHIBIT E




FORM OF SUBSIDIARY GUARANTY




SUBSIDIARY GUARANTY




Dated as of April                , 2007




From




THE GUARANTORS NAMED HEREIN




and




THE ADDITIONAL GUARANTORS REFERRED TO HEREIN




as Guarantors




in favor of




TCW/CRESCENT MEZZANINE PARTNERS IV, L.P., AS ADMINISTRATIVE AGENT FOR

THE PURCHASERS REFERRED TO IN 
THE NOTE PURCHASE AGREEMENT REFERRED TO HEREIN





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	Section 1. Guaranty; Limitation of Liability
	 	 	1	 
	 
	 	 	 	 
	Section 2. Guaranty Absolute
	 	 	2	 
	 
	 	 	 	 
	Section 3. Acknowledgements, Waivers and Consents
	 	 	2	 
	 
	 	 	 	 
	Section 4. Subrogation
	 	 	10	 
	 
	 	 	 	 
	Section 5. Payments Free and Clear of Taxes, Etc.
	 	 	10	 
	 
	 	 	 	 
	Section 6. Representations and Warranties
	 	 	10	 
	 
	 	 	 	 
	Section 7. Covenants
	 	 	11	 
	 
	 	 	 	 
	Section 8. Amendments, Guaranty Supplements, Etc.
	 	 	11	 
	 
	 	 	 	 
	Section 9. Notices, Etc.
	 	 	11	 
	 
	 	 	 	 
	Section 10. No Waiver; Remedies
	 	 	12	 
	 
	 	 	 	 
	Section 11. Right of Set-off
	 	 	12	 
	 
	 	 	 	 
	Section 12. Indemnification
	 	 	12	 
	 
	 	 	 	 
	Section 13. Subordination
	 	 	13	 
	 
	 	 	 	 
	Section 14. Continuing Guaranty, Assignments under the Purchase Agreement
	 	 	14	 
	 
	 	 	 	 
	Section 15. Execution in Counterparts
	 	 	14	 
	 
	 	 	 	 
	Section 16. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.
	 	 	14	 
	 
	 	 	 	 
	Section 17. Cambium Learning, Inc.
	 	 	15	 






Exhibit A — Guaranty Supplement




i 









 





SUBSIDIARY GUARANTY




          SUBSIDIARY GUARANTY dated as of April           , 2007 (as amended, restated
or otherwise modified from time to time, this “Guaranty”) made by the Persons listed on the
signature pages hereof under the caption “Subsidiary Guarantors” and the Additional Guarantors (as
defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being,
collectively, the “Guarantors” and, individually, each a “Guarantor”), in favor of the Purchasers
(as defined in the Note Purchase Agreement referred to below).




          PRELIMINARY STATEMENT. VSS-CAMBIUM MERGER CORP., a Delaware corporation (which on or about the
Closing Date will be merged with and into Cambium Learning, Inc., the “Company”), is party to a
Note Purchase Agreement dated as of the date hereof (as amended restated, supplemented and/or
otherwise modified from time to time, the “Purchase Agreement”; the capitalized terms defined
therein and not otherwise defined herein being used herein as therein defined) with the purchasers
from time to time party thereto (together with their respective successors and registered assigns,
each a “Purchaser” and collectively, the “Purchasers”), and TCW/Crescent Mezzanine Partners IV,
L.P., a Delaware limited partnership, as administrative agent for the Purchasers (in such capacity
and together with its successors and permitted assigns, the “Administrative Agent”). Each Guarantor
may receive, directly or indirectly, a portion of the proceeds of the purchase price of the Notes
under the Purchase Agreement and will derive substantial direct and indirect benefits from the
transactions contemplated by the Purchase Agreement. It is a condition precedent to the purchase of
the Notes under the Purchase Agreement that each Guarantor shall have executed and delivered this
Guaranty.




          NOW, THEREFORE, in consideration of the premises and in order to induce the Purchasers to
purchase the Notes under the Purchase Agreement, each Guarantor, jointly and severally with each
other Guarantor, hereby agrees as follows:




          Section 1. Guaranty; Limitation of Liability.




          (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual
payment when due, whether at scheduled maturity or on any date of a required prepayment or by
acceleration, demand or otherwise, of all Obligations of each other Issuer Party now or hereafter
existing under the Transaction Documents (including, without limitation, any extensions,
modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations),
whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums,
fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being
the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without
limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other
Purchaser in enforcing any rights under this Guaranty or any other Transaction Document. Without
limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts
that constitute part of the Guaranteed Obligations and would be owed by any other Issuer Party to
any Purchaser under or in respect of the Transaction Documents but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such other Issuer Party.




 









 





          (b) Each Guarantor, and by its acceptance of this Guaranty, the
Administrative Agent and each other Purchaser, hereby confirms that it is the intention of all such
Persons that this Guaranty and the Obligations of each Guarantor hereunder not constitute a
fraudulent transfer or conveyance for purposes of Bankruptcy Law (as hereinafter defined), the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign,
federal or state law to the extent applicable to this Guaranty and the Obligations of each
Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other
Purchasers and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under
this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations
of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For
purposes hereof, “Bankruptcy Law” means any proceeding of the type referred to in Section 9.1(g) or
9.1(h) of the Purchase Agreement or Title 11, U.S. Code, or any similar foreign, federal or state
law for the relief of debtors.




          (c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment
shall be required to be made to any Purchaser under this Guaranty or the Holdings Guaranty or any
other guaranty of the Guaranteed Obligations, such Guarantor will contribute, to the maximum extent
permitted by law, such amounts to each other Guarantor and Holdings and each other guarantor so as
to maximize the aggregate amount paid to the
Purchasers under or in respect of the Transaction Documents.




          Section 2. Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations
will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any
law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such
terms or the rights of any Purchaser with respect thereto. The Obligations of each Guarantor under
or in respect of this Guaranty are independent of the Guaranteed Obligations or any other
Obligations of any other Issuer Party under or in respect of the Transaction Documents, and a
separate action or actions may be brought and prosecuted against each Guarantor to enforce this
Guaranty, irrespective of whether any action is brought against the The Company or any other Issuer
Party or whether the The Company or any other Issuer Party is joined in any such action or actions.



This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any
time
any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any
Purchaser or any other Person upon the insolvency, bankruptcy or reorganization of the Company or
any other Issuer Party or otherwise, all as though such payment had not been made.




          Section 3. Acknowledgements, Waivers and Consents.




          (a) Each Guarantor acknowledges that the obligations undertaken by it
under
this Guaranty involve the support of obligations of Persons other than such Guarantor, that such
obligations of such Guarantor are absolute, irrevocable and unconditional under any and all
circumstances, and that no Purchaser would purchase the Notes without these acknowledgements,
waivers and consents. In full recognition and in furtherance of the foregoing, each Guarantor
agrees that:




2









 





               (1) Without affecting the enforceability or effectiveness of this Guaranty in accordance with
its terms and without affecting, limiting, reducing, discharging or terminating the liability of
any Guarantor under this Guaranty, or the rights, remedies, powers and privileges of
Administrative Agent or any Purchaser under this Guaranty, Purchasers may, at any time and from
time to time and without notice or demand of any kind or nature whatsoever:




               (i) amend, supplement, modify, extend, renew, waive, accelerate or otherwise change the
time for payment or performance of, or the terms of, all or any part of the Obligations
(including any increase or decrease in the rate or rates of interest on all or any part of
the Obligations);




               (ii) amend, supplement, modify, extend, renew, waive or otherwise change, or enter
into or give any Transaction Document or any agreement, security document, guarantee,
approval, consent or other instrument with respect to all or any part of the Obligations or
any Transaction Document or any such other instrument or any term or provision of the
foregoing;




               (iii) accept or enter into new or additional agreements, security documents,
guarantees (including letters of credit) or other instruments in addition to, in exchange
for or relative to any Transaction Document, all or any part of the Obligations or any
collateral now or in the future serving as security for the Obligations;




               (iv) accept or receive (including from any other guarantor of all or any part of the
Obligations) partial payments or performance on the Obligations (whether as a result of the
exercise of any right, remedy, power or privilege or otherwise);




               (v) accept, receive and hold any collateral for all or any part of the Obligations
(including from any other guarantor of all or any part of the Obligations);




               (vi) release, reconvey, terminate, waive, abandon, allow to lapse or expire, fail to
perfect, subordinate, exchange, substitute, transfer, foreclose upon or enforce any
collateral, security documents or guarantees (including letters of credit or the
obligations of any other guarantor of all or any part of the Obligations) for or relative
to all or any part of the Obligations;




               (vii) release any Person (including any other guarantor of all or any part of the
Obligations) from any personal liability with respect to all or any part of the
Obligations;




               (viii) settle, compromise, release, liquidate or enforce upon such terms and in such
manner as Lender may determine or as applicable law may dictate all or any part of the
Obligations or any collateral on or guarantee of (including any letter of credit issued
with respect to) all or any part of the Obligations (including with any other guarantor of
all or any part of the Obligations);




               (ix) consent to the merger or consolidation of, the sale of substantial assets by, or
other restructuring or termination of the corporate existence of



3









 






the Company or any other Person (including any other guarantor of all or any part of the
Obligations);




               (x) proceed against any Guarantor, the Company, or any other guarantor of (including
any issuer of any letter of credit issued with respect to) all or any part of the
Obligations or any collateral provided by any Person and exercise the rights, remedies,
powers and privileges of Administrative Agent or any Purchaser under the Transaction
Documents or otherwise in such order and such manner as Administrative Agent or any
Purchaser may, in its discretion, determine, without any necessity to proceed upon or
against or exhaust any collateral, or any other right, remedy, power or privilege available
to Administrative Agent or any Purchaser before proceeding to call upon or otherwise
enforce this Guaranty as to any Guarantor, the Company, or any other guarantor of all or
any part of the Obligations;




               (xi) obtain the appointment of a receiver with respect to any collateral for all or
any part of the Obligations and apply the proceeds of such receivership as Administrative
Agent or any Purchaser may in its discretion determine (it being agreed that nothing in
this clause (xi) shall be deemed to make Administrative Agent or any Purchaser a party in
possession in contemplation of law, except at its option);




               (xii) enter into such other transactions or business dealings with any other guarantor
of all or any part of the Obligations, the Company or any subsidiary or Affiliate of any
other guarantor or the Company, as Administrative Agent or any Purchaser may desire; and




               (xiii) do all or any combination of the actions set forth in this Paragraph 3(a)(1).



               (2) The enforceability and effectiveness of this Guaranty and the liability of each
Guarantor, and the rights, remedies, powers and privileges of Administrative Agent and the
Purchasers, under this Guaranty shall not be affected, limited, reduced, discharged or terminated,
and each Guarantor hereby expressly waives to the fullest extent permitted by law any defense now
or in the future arising, by reason of:




               (i) the illegality, invalidity or unenforceability of all or any part of the
Obligations, any Transaction Document or any agreement, security document, guarantee or
other instrument relative to all or any part of the Obligations;




               (ii) the illegality, invalidity or unenforceability of any security or guarantee
(including any letter of credit) for all or any part of the Obligations or the lack of
perfection or continuing perfection or failure of the priority of any lien on any
collateral for all or any part of the Obligations;




               (iii) the cessation, for any cause whatsoever, of the liability of the Company or any
other guarantor of all or any part of the Obligations;



4









 






               (iv) any failure of Administrative Agent or any Purchaser to give notice of sale or other
disposition of any collateral for all or any part of the Obligations to any Guarantor, the
Company, or any other Person or any defect in, or any failure by any Guarantor or any other Person
to receive, any notice that may be given in connection with any sale or disposition of any
collateral;




               (v) any failure of Administrative Agent or any Purchaser to comply with applicable laws in
connection with the sale or other disposition of any collateral for all or any part of the
Obligations;




               (vi) any judicial or nonjudicial foreclosure or sale of, or other election of remedies with
respect to, any collateral serving as security for all or any part of the Obligations, even though
such foreclosure, sale or election of remedies may impair the subrogation rights, if any, of any
Guarantor or may preclude any Guarantor from obtaining reimbursement, contribution, indemnification
or other recovery from the Company or any other guarantor of all or any part of the Obligations or
any other Person and even though the Company may not, as a result of such foreclosure, sale or
election of remedies, be liable for any deficiency;




               (vii) any act or omission of Administrative Agent or any Purchaser or any other Person that
directly or indirectly results in or aids the discharge or release of the Company or any other
guarantor of all or any part of the Obligations or any security or guarantee (including any letter
of credit) for all or any part of the Obligations by operation of law or otherwise;




               (viii) any law which provides that the obligation of a surety or guarantor must neither be
larger in amount nor in other respects more burdensome than that of the principal or which reduces
a surety’s or guarantor’s obligation in proportion to the principal obligation;




               (ix) the possibility that the obligations of the Company to Administrative Agent and the
Purchasers may at any time and from time to time exceed the aggregate liability of Guarantors
under this Guaranty;




               (x) any failure of Administrative Agent or any Purchaser to file or enforce a claim in any
bankruptcy or other proceeding with respect to any Person;




               (xi) the election by Administrative Agent or any Purchaser, in any bankruptcy proceeding of
any Person, of the application or nonapplication of section 1111(b)(2) of the Bankruptcy Code;




               (xii) any extension of credit or the grant of any Lien under section 364 of the Bankruptcy
Code;




               (xiii) any use of cash collateral under section 363 of the Bankruptcy Code;



5









 






               (xiv) any agreement or stipulation with respect to the provision of adequate
protection in any bankruptcy proceeding of any Person;




               (xv) the avoidance of any Lien in favor of Administrative Agent or any Purchaser for
any reason;




               (xvi) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
liquidation or dissolution proceeding commenced by or against any Person, including the the
Company, including any discharge of, or bar or stay against collecting or enforcing, all or
any part of the Obligations (or any interest on all or any part of the Obligations) in or as
a result of any such proceeding;




               (xvii) any action taken by Administrative Agent or any Purchaser that is authorized by
this Section or otherwise in this Guaranty or by any other provision of any Transaction
Document or any omission to take any such action;




               (xviii) any other circumstance whatsoever that might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor, including by reason of Sections
2809, 2810, 2819, 2839, 2845, 2850, 2899, 3275 and 3433 of the California Civil Code, and
any future judicial decisions or legislation or of any comparable provisions of the laws of
any other jurisdiction;




               (xix) any failure of any Purchaser to disclose to any Issuer Party any information
relating to the business, condition (financial or otherwise), operations, performance,
properties or prospects of any other Issuer Party now or hereafter known to such Purchaser
(each Guarantor waiving any duty on the part of the Purchasers to disclose such
information);




               (xx) the failure of any other Person to execute or deliver this Guaranty, any
Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the
release or reduction of liability of any Guarantor or other guarantor or surety with
respect to the Guaranteed Obligations; or




               (xxi) any other circumstance (including, without limitation, any statute of
limitations) or any existence of or reliance on any representation by any Purchaser that
might otherwise constitute a defense available to, or a discharge of, any Issuer Party or
any other guarantor or surety.



          (b) Each Guarantor absolutely, unconditionally, knowingly, and expressly waives any defense
arising by reason of or deriving from (i) any claim or defense based upon an election of remedies
by Administrative Agent or any Purchaser including any defense based upon an election of remedies
by Lender under the provisions of the California Code of Civil Procedure Sections 580a, 580b, 580d,
and 726 or any similar law of California or any other jurisdiction; or (ii) any election by
Administrative Agent or any Purchaser under 11 U.S.C. Section 1111(b) to limit the amount of, or
any collateral securing, its claim against the Company.




          (c) This is an unconditional and irrevocable waiver of any rights and defenses each Guarantor
may have because the Company’s Obligations may be secured by real property




6









 




located in California. These rights and defenses include, but are not limited to, any rights or
defenses based upon California Code of Civil Procedure Sections 580a, 580b, 580c, 580d, or 726. If
any of the Obligations at any time are secured by a mortgage or deed of trust upon real property,
Administrative Agent or any Purchaser may elect, in its sole discretion, upon a default with
respect to the Obligations, to foreclose such mortgage or deed or trust judicially or nonjudicially
in any manner permitted by law, before or after enforcing the Transaction Documents, without
diminishing or affecting the liability of any Guarantor hereunder except to the extent the
Obligations are repaid with the proceeds of such foreclosure. Each Guarantor understands that (a)
by virtue of the operation of California’s antideficiency law applicable to nonjudicial
foreclosures, an election by Administrative Agent or any Purchaser nonjudicially to foreclose such
a mortgage or deed of trust probably would have the effect of impairing or destroying rights of
subrogation, reimbursement, contribution, or indemnity of such Guarantor against the Company or
other guarantors or sureties, and (b) absent the waiver given by such Guarantor, such
an election would prevent Administrative Agent or any Purchaser from enforcing the Transaction
Documents against such Guarantor. Understanding the foregoing, and understanding that each
Guarantor is hereby relinquishing a defense to the enforceability of the Transaction Documents,
each Guarantor hereby WAIVES any right to assert against Administrative Agent or any Purchaser any
defense to the enforcement of the Transaction Documents, whether denominated “estoppel” or
otherwise, based on or arising from an election by Administrative Agent or any Purchaser
nonjudicially to foreclose any such mortgage or deed of trust. Each Guarantor understands that the
effect of the foregoing waiver may be that such Guarantor may have liability hereunder for amounts
with respect to which such Guarantor may be left without rights of subrogation, reimbursement,
contribution, or indemnity against the Company or other guarantors or sureties. Each Guarantor also
agrees that the “fair market value” provisions of California Code of Civil Procedure Section 580a
shall have no applicability with respect to the determination of Guarantor’s liability under the
Transaction Documents.




          (d) Each Guarantor consents to the waiver by the Company of all of its rights under California
Civil Code Section 2822.




          (e) Notwithstanding any foreclosure of the lien of any deed of trust or security agreement
with respect to any or all real or personal property secured thereby, whether by the exercise of
the power of sale contained therein, by an action for judicial foreclosure, or by an acceptance of
a deed in lieu of foreclosure, and notwithstanding enforcement of any other guaranty executed in
connection with the Transaction Documents, each Guarantor shall remain bound under this Guaranty.




          (f) Each Guarantor acknowledges that it has been made aware of the provisions of California
Civil Code Section 2856, has read and understands the provisions of that statute, has had the
opportunity to seek the advise of its counsel as to the scope, purpose and effect of that statute,
and based thereon, and without limiting the foregoing waivers, each Guarantor agrees to waive all
suretyship rights and defenses described in Section 2856(a) thereof. Without limiting any other
waivers herein, each Guarantor hereby gives the following waivers with respect to CC Sections
2856(c) and (d):




     Each Guarantor waives all rights and defenses that such Guarantor may have if the Obligations
are secured by real property. This means, among other things:



7









 





               (1) Administrative Agent or any Purchaser may collect from such Guarantor without first
foreclosing on any real or personal property collateral pledged by the Company for the Obligations;
and



               (2) If Administrative Agent or any Purchaser forecloses on any real property collateral
pledged by the Company for the Obligations: (a) the amount of the debt may be reduced only by the
price for which that collateral is sold at the foreclosure sale, even if the collateral is worth
more than the sale price; and (b) Administrative Agent or any Purchaser may collect from any
Guarantor even if Administrative Agent or any Purchaser, by foreclosing on the real property
collateral pledged by the Company for the Obligations, has destroyed any right such Guarantor may
have to collect from the Company.



          (g) EACH GUARANTOR WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY
THE ADMINISTRATIVE AGENT OR ANY PURCHASER, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A
NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A GUARANTEED OBLIGATION, HAS DESTROYED SUCH
GUARANTOR’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE COMPANY BY THE OPERATION OF
CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 580(D) OR OTHERWISE.




          (h) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS
GUARANTY, EACH GUARANTOR HEREBY ABSOLUTELY, KNOWINGLY, UNCONDITIONALLY, AND EXPRESSLY WAIVES, ANY
AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA
CIVIL CODE SECTIONS 2787 TO 2855, INCLUSIVE; CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a,
580b, 580c, 580d, AND 726; CHAPTER 2 OF TITLE 14 OF PART 4 OF DIVISION 3 OF THE CALIFORNIA CIVIL
CODE; AND CALIFORNIA COMMERCIAL CODE SECTION 3116, 3118, 3119, 3419, 3605, 9504 AND 9507.




          (i) Notwithstanding anything contained herein to the contrary, each Guarantor shall only be
liable only if and when the Administrative Agent or any Purchaser obtains a judgment against the
Company and execution on the judgment has been returned unsatisfied or after the Company or any
Guarantor has become insolvent or cannot be served with process or it is otherwise apparent to the
Administrative Agent or any Purchaser, in its reasonable business judgment, that payment cannot be
obtained from the Company. Each Guarantor further consents and agrees that neither Administrative
Agent nor any Purchaser shall be under any obligation to marshal any assets in favor of such
Guarantor, or against or in payment of any or all of the Obligations. The undersigned hereby
waives to the maximum extent permitted by applicable law all suretyship defenses and any rights to
interpose any defense, counterclaim, setoff or offset of any nature and description which the
undersigned may have or which may exist between and among Administrative Agent or any Purchaser,
the Company and/or the undersigned and/or any other guarantor of the Obligations with respect to
the undersigned’s obligations under this Guaranty, or which the Company may assert on the
underlying debt, including but not limited to failure of consideration, breach of warranty, fraud,
payment (other than cash payment in full of the Obligations), statute of frauds, bankruptcy,




8









 




infancy, statute of limitations, accord and satisfaction, usury, and the exemption of property
from execution or for valuation upon foreclosure.




          (j) Each Guarantor further waives (i) notice of the acceptance of this Guaranty, of the making
of any such loans or extensions of credit, and of all notices and demands of any kind to which the
undersigned may be entitled, including, without limitation, notice of adverse change in the
Company’s financial condition or of any other fact which might materially increase the risk of any
Guarantor and (ii) presentment to or demand of payment from anyone whomsoever liable upon any of
the Obligations, protest, notices of presentment, non payment or protest and notice of any default
of any sort.




          (k) Each Guarantor agrees that it intends that its rights and obligations shall be those
expressly set forth in this Guaranty and that its obligations shall not be affected, limited,
reduced, discharged or terminated by reason of any principles or provisions of law which conflict
with the terms of this Guaranty.




          (l) Each Guarantor agrees that it is directly liable to Administrative Agent and each
Purchaser hereunder, that the obligations of such Guarantor hereunder are independent of the
obligations of any other guarantor of all or any part of the Obligations (including any issuer of
letter of credit), and that a separate action may be brought against such Guarantor, whether any
action is brought against any other guarantor of all or any part of the Obligations (including any
issuer of letter of credit) or with respect to any collateral for all or any part of the
Obligations or whether any other guarantor of all or any part of the Obligations (including any
issuer of letter of credit) is joined in any action. Each Guarantor agrees that its liability
hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by
Administrative Agent or any Purchaser of whatever remedies it may have against any other guarantor
of all or any part of the Obligations (including any issuer of letter of credit). Each Guarantor
agrees that any release that may be given by Administrative Agent or any Purchaser to any other
guarantor of all or any part of the Obligations (including any issuer of letter of credit) shall
not release such Guarantor.




          (m) Each Guarantor agrees that its obligations under this Guaranty may not
be
waived by the Company. Administrative Agent or any Purchaser may require such obligations to be
performed by Guarantor notwithstanding any purported waiver by the Company.




          (n) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this
Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed
Obligations, whether existing now or in the future.




          (o) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by
reason of any claim or defense based upon an election of remedies by any Purchaser that in any
manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement,
exoneration, contribution or indemnification rights of such Guarantor or other rights of such
Guarantor to proceed against any of the other Issuer Parties, any other Guarantor or any other
Person or any collateral and (ii) any defense based on any right of set-off or counterclaim
against or in respect of the Obligations of such Guarantor hereunder.




9









 





          (p) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits
from the financing arrangements contemplated by the Transaction Documents and that the waivers set
forth in Section 2 and this Section 3 are knowingly made in contemplation of such benefits.




          Section 4. Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees
not to exercise any rights that it may now have or hereafter acquire against the Company, any other
Issuer Party or any other insider guarantor that arise from the existence, payment, performance or
enforcement of such Guarantor’s Obligations under or in respect of this Guaranty or any other
Transaction Document, including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution or indemnification and any right to participate in any claim or remedy of
any Purchaser against the Company, any other Issuer Party or any other insider guarantor or any
collateral, whether or not such claim, remedy or right arises in equity or under contract, statute
or common law, including, without limitation, the right to take or receive from the Company, any
other Issuer Party or any other insider guarantor, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account of such claim, remedy
or right, unless and until all of the Guaranteed Obligations and all other amounts payable under
this Guaranty shall have been paid in full in cash. If any amount shall be paid to any Guarantor in
violation of the immediately preceding sentence at any time prior to the latest of (a) the payment
in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty and
(b) the Maturity Date, such amount shall be received and held in trust for the benefit of the
Purchasers, shall be segregated from other property and funds of such Guarantor and shall forthwith
be paid or delivered to the Administrative Agent in the same form as so received (with any
necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and
all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the
terms of the Transaction Documents, or to be held as collateral for any Guaranteed Obligations or
other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make
payment to any Purchaser of all or any part of the Guaranteed Obligations, (ii) all of the
Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in
full in cash and (iii) the Maturity Date shall have occurred, the Purchasers will, at such
Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents,
without recourse and without representation or warranty, necessary to evidence the transfer by
subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such
payment made by such Guarantor pursuant to this Guaranty.




          Section 5. Payments Free and Clear of Taxes, Etc. Any and all payments made by any
Guarantor under or in respect of this Guaranty or any other Transaction Document shall be made, in
accordance with the terms and conditions of the Purchase Agreement, free and clear of and without
deduction or withholding for any Taxes or Other Taxes and for the full amount of any taxes of any
kind.




          Section 6. Representations and Warranties. Each Guarantor hereby makes each
representation and warranty made in the Transaction Documents by the Company with respect to such
Guarantor and each Guarantor hereby further represents and warrants as follows:




10









 






     (a) There are no conditions precedent to the effectiveness of this Guaranty that have
not been satisfied or waived.




     (b) Such Guarantor has, independently and without reliance upon any Purchaser and
based on such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Guaranty and each other Transaction Document to
which it is or is to be a party, and such Guarantor has established adequate means of
obtaining from each other Issuer Party on a continuing basis information pertaining to, and
is now and on a continuing basis will be completely familiar with, the business, condition
(financial or otherwise), operations, performance, properties and prospects of such other
Issuer Party.



          Section 7. Covenants. Each Guarantor covenants and agrees that, so long as any part
of the Guaranteed Obligations shall remain unpaid, such Guarantor will perform and observe, and
cause each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements
set forth in the Transaction Documents on its or their part to be performed or observed or that
the Company has agreed to cause such Guarantor or such Subsidiaries to perform or observe.




          Section 8. Amendments, Guaranty Supplements, Etc.




          (a) No amendment or waiver of any provision of this Guaranty and no consent to any departure
by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and
signed by the Administrative Agent and the Required Note-Holders, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given.




          (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially
the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to
as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in
this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and
each reference in any other Transaction Document to a “Subsidiary Guarantor” shall also mean and be
a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”,
“hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any
other Transaction Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like
import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented
by such Guaranty Supplement.




          Section 9. Notices, Etc. All notices and other communications provided for hereunder
shall be in writing (including telegraphic, telecopy or telex communication) and mailed,
telegraphed, telecopied, telexed or delivered to it, if to any Guarantor, addressed to it at the
address specified in Section 12.2 of the Purchase Agreement, if to the Administrative Agent or any
Purchaser, at its address specified in Section 12.2 of the Purchase Agreement, or, as to any
party, at such other address as shall be designated by such party in a written notice to each
other party. All such notices and other communications sent by hand or overnight courier service,
or mailed by certified mail, shall be deemed to have been given when received. Notices




11









 




sent by telecopier shall be deemed to have been given when sent (except that, if not given during
normal business hours for the recipient, shall be deemed to have been given at the opening of
business on the next Business Day for the recipient). Notices sent by electronic mail as described
above shall be deemed received upon the sender’s receipt of an acknowledgment from the intended
recipient (such as by the “return receipt requested” function, as available, return electronic mail
or other written acknowledgment), except that, if not given during normal business hours for the
recipient, such notice or communication shall be deemed to have been given at the opening of
business on the next Business Day for the recipient. The timing for delivery of all notices shall
be based on prevailing Eastern time. Delivery by telecopier of an executed counterpart of a
signature page to any amendment or waiver of any provision of this Guaranty or of any Guaranty
Supplement to be executed and delivered hereunder shall be effective as delivery of an original
executed counterpart thereof.




          Section 10. No Waiver; Remedies. No failure on the part of any Purchaser to exercise,
and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative and not exclusive
of any remedies provided by law.




          Section 11. Right of Set-off. Upon (a) the occurrence and during the continuance of
any Event of Default and (b) the making of the request or the granting of the consent specified by
Section 9.2 of the Purchase Agreement to authorize the Administrative Agent to declare the
Obligations due and payable pursuant to the provisions of said Section 9.2, the Administrative
Agent and each Purchaser is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by the
Administrative Agent, such Purchaser to or for the credit or the account of any Guarantor against
any and all of the Obligations of such Guarantor now or hereafter existing under the Transaction
Documents, irrespective of whether the Administrative Agent or such Purchaser shall have made any
demand under this Guaranty or any other Transaction Document and although such Obligations may be
unmatured. The Administrative Agent and each Purchaser agrees promptly to notify such Guarantor
after any such set-off and application; provided, however, that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of the Administrative
Agent and each Purchaser under this Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off) that the Administrative Agent and such
Purchaser may have.




          Section 12. Indemnification.




          (a) Without limitation on any other Obligations of any Guarantor or remedies of the
Purchasers under this Guaranty, each Guarantor shall, to the fullest extent permitted by law,
indemnify, defend and save and hold harmless each Purchaser and each of their Affiliates and
their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel)
that may be incurred by or asserted or awarded against any Indemnified Party in connection with or
as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding




12









 




obligations of any Issuer Party enforceable against such Issuer Party in accordance with their
terms.




          (b) Each Guarantor hereby also agrees that none of the Indemnified Parties shall have any
liability (whether direct or indirect, in contract, tort or otherwise) to any of the Guarantors or
any of their respective Affiliates or any of their respective officers, directors, employees,
agents and advisors, and each Guarantor hereby agrees not to assert any claim against any
Indemnified Party on any theory of liability, for special, indirect, consequential or punitive
damages arising out of or otherwise relating to the Notes, the actual or proposed use of the
proceeds of the Notes, the Transaction Documents or the Related Documents or any of the
transactions contemplated by the Transaction Documents or the Related Documents.




          (c) Without prejudice to the survival of any of the other agreements of any Guarantor under
this Guaranty or any of the other Transaction Documents, the agreements and obligations of each
Guarantor contained in Section l(a) (with respect to enforcement expenses), the last sentence of
Section 2, Section 5 and this Section 12 shall survive the payment in full of the Guaranteed
Obligations and all of the other amounts payable under this Guaranty.




          Section 13. Subordination. Each Guarantor hereby subordinates any and all debts,
liabilities and other Obligations owed to such Guarantor by each other Issuer Party (the
“Subordinated Obligations”) to the Guaranteed Obligations to the extent and in the manner
hereinafter set forth in this Section 13:





     (a) Prohibited Payments, Etc. Except following notification of a Default
(other than the commencement and continuation of any proceeding under any Bankruptcy Law
relating to any other Issuer Party which shall not require such notification), each
Guarantor may receive regularly scheduled payments from any other Issuer Party on account of
the Subordinated Obligations. After the occurrence and during the continuance of any
Default (including the commencement and continuation of any proceeding under any Bankruptcy
Law relating to any other Issuer Party), however, unless the Administrative Agent otherwise
agrees, no Guarantor shall demand, accept or take any action to collect any payment on
account of the Subordinated Obligations. For purposes hereof, “Bankruptcy Law” means any
proceeding of the type referred to in Section 9.1(f) of the Purchase Agreement or Title 11,
U.S. Code, or any similar foreign, federal or state law for the relief of debtors.




     (b) Prior Payment of Guaranteed Obligations. In any proceeding under any
Bankruptcy Law relating to any other Issuer Party, each Guarantor agrees that the
Purchasers shall be entitled to receive payment in full in cash of all Guaranteed
Obligations (including all interest and expenses accruing after the commencement of a
proceeding under any Bankruptcy Law, whether or not constituting an allowed claim in such
proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any
Subordinated Obligations.




     (c) Turn-Over. After the occurrence and during the continuance of any
Default (including the commencement and continuation of any proceeding under any Bankruptcy
Law relating to any other Issuer Party), each Guarantor shall if the



13









 






Administrative Agent so requests, collect, enforce and receive payments on account of the
Subordinated Obligations as trustee for the Purchasers and deliver such payments to the
Administrative Agent on account of the Guaranteed Obligations (including all Post Petition
Interest), together with any necessary endorsements or other instruments of transfer, but
without reducing or affecting in any manner the liability of such Guarantor under the other
provisions of this Guaranty.




     (d) Administrative Agent Authorization. After the occurrence and during the
continuance of any Default (including the commencement and continuation of any proceeding
under any Bankruptcy Law relating to any other Issuer Party), the Administrative Agent is
authorized and empowered (but without any obligation to so do), in its discretion, (i) in
the name of each Guarantor, to collect and enforce, and to submit claims in respect of,
Subordinated Obligations and to apply any amounts received thereon to the Guaranteed
Obligations (including any and all Post Petition Interest), and (ii) to require each
Guarantor (A) to collect and enforce, and to submit claims in respect of, Subordinated
Obligations and (B) to pay any amounts received on such obligations to the Administrative
Agent for application to the Guaranteed Obligations (including any and all Post Petition
Interest).



          Section 14. Continuing Guaranty; Assignments under the Purchase Agreement. This
Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest
of (i) the payment in full in cash of the Guaranteed Obligations and all other amounts payable
under this Guaranty and (ii) the latest Maturity Date, (b) be binding upon the Guarantor, its
successors and assigns and (c) inure to the benefit of and be enforceable by the Purchasers and
their successors, transferees and assigns to the extent such successors, transferees and assigns
become Purchasers as provided in Section 13.3 of the Purchase Agreement or under applicable law.
No Guarantor shall have the right to assign its rights hereunder or any interest herein without
the prior written consent of the Purchasers.




          Section 15. Execution in Counterparts. This Guaranty and each amendment, waiver and
consent with respect hereto may be executed in any number of counterparts and by different parties
thereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Guaranty by
telecopier shall be effective as delivery of an original executed counterpart of this Guaranty.




          Section 16. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.




          (a) This Guaranty shall be governed by, and construed in accordance with, the laws of the
State of New York.




          (b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or federal court of the
United States of America sitting in New York City, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Guaranty or any of the other Transaction
Documents to which it is or is to be a party, or for recognition or enforcement of any judgment,
and each Guarantor hereby irrevocably and unconditionally agrees that all claims in




14









 




respect of any such action or proceeding may be heard and determined in any such New York State
court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a
final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Guaranty or any other Transaction Document shall affect any right that any party may otherwise
have to bring any action or proceeding relating to this Guaranty or any other Transaction Document
in the courts of any jurisdiction.




          (c) Each Guarantor irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection that it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Guaranty or any of the
other Transaction Documents to which it is or is to be a party in any New York State or federal
court. Each Guarantor hereby irrevocably waives, to the fullest extent permitted, by law, the
defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such
court.




          (d) EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO ANY OF THE TRANSACTION DOCUMENTS OR THE ACTIONS OF ANY PURCHASER IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.




          Section 17. Cambium Learning, Inc. as Company. On or about the
Closing
Date, Cambium Learning, Inc. (“Cambium”) shall merge with and into VSS-Cambium Merger Corp. (“VSS”)
and Cambium shall be the surviving entity of such merger. Upon the consummation of such merger,
Cambium shall become the Company under the Purchase Agreement and shall be bound by the all the
terms, conditions, representation, warranties and covenants of the Purchase Agreement including,
without limitation, the covenant to repay all of the Obligations in accordance with the terms of
the Transaction Documents and at such time Cambium shall no longer be deemed a Guarantor under this
Guaranty. In the event that the merger between Cambium and VSS shall be set aside, undone or
otherwise rescinded for any reason, then Cambium’s obligations under this Guaranty shall be
reinstated as though such merger not occurred and Cambium had not become the Company under the
Purchase Agreement.




[Remainder of this page intentionally left blank]




15









 





          IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and delivered
by its officer thereunto duly authorized as of the date first above written.




	 	 	 	 	 	 	 
	 	 	[GUARANTOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[GUARANTOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






Subsidiary Guaranty Signature Page





16











 





Exhibit A

To The

Subsidiary Guaranty




FORM OF SUBSIDIARY GUARANTY SUPPLEMENT




TCW/Crescent Mezzanine Partners IV, L.P., as Administrative Agent

under the Purchase Agreement referred to below

c/o TCW/Crescent Mezzanine IV, L.L.C.

200 Park Avenue

Suite 2200

New York, New York 10166

Attention: Andrew G. Bernstein





			
	RE:	 	The Note Purchase Agreement dated as of April ___, 2007 (as amended, modified,
restated or supplemented or otherwise modified from time to time,
the “Purchase Agreement”)
by and among Cambium Learning, Inc., a Delaware corporation and successor-in-interest to
VSS-CAMBIUM MERGER CORP., a Delaware corporation (the “Company”), VSS-CAMBIUM HOLDINGS,
LLC, a Delaware limited liability company (“Holdings”), TCW/Crescent Mezzanine Partners IV,
L.P., a Delaware limited partnership (“TCW IV”), TCW/Crescent Mezzanine Partners IVB, L.P.,
a Delaware limited partnership (“TCW IVB”), MAC CAPITAL, LTD., a Cayman Islands company
(“MAC”), NYLIM Mezzanine Partners II Parallel Fund, LP, a Delaware limited partnership
(“Parallel”), New York Life Investment Management Mezzanine Partners II, LP, a Delaware
limited partnership (“Management”), Goldentree Capital Solutions Fund Financing, Cayman
Islands Sub-Trust (“GCSFF”), Goldentree Capital Opportunities, LP, a Delaware Limited
Partnership (“GCO”), THE OTHER PURCHASERS FROM TIME TO TIME PARTY THERETO (TCW IV, TCW IVB,
MAC, Parallel, Management, GCSFF, GCO and such other purchasers together with their
respective successors and registered assigns, each a “Purchaser” and collectively, the
“Purchasers”), and TCW IV, as administrative agent for the Purchasers (in such capacity and
together with its successors and permitted assigns, the “Administrative Agent”).




Ladies and Gentlemen:




          Reference is made to the above-captioned Purchase Agreement and to the Subsidiary Guaranty
referred to therein (such Subsidiary Guaranty, as in effect on the date hereof and as it may
hereafter be amended, supplemented or otherwise modified from time to time, together with this
Guaranty Supplement, being the “Subsidiary Guaranty”). The capitalized terms defined in the
Subsidiary Guaranty or in the Purchase Agreement and not otherwise defined herein are used herein
as therein defined.




17









 





          Section 1. Guaranty; Limitation of Liability. (a) The undersigned hereby absolutely,
unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled
maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all
Obligations of each other Issuer Party now or hereafter existing under the Transaction Documents
(including, without limitation, any extensions, modifications, substitutions, amendments or
renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or
contingent, and whether for principal, interest, premium, fees, indemnities, contract causes of
action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and
agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of
counsel) incurred by the Administrative Agent or any other Purchaser in enforcing any rights under
this Guaranty Supplement, the Subsidiary Guaranty or any other Transaction Document. Without
limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts
that constitute part of the Guaranteed Obligations and would be owed by any other Issuer Party to
any Purchaser under or in respect of the Transaction Documents but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such other Issuer Party.




          (b) The undersigned, and by its acceptance of this Guaranty Supplement, the Administrative
Agent and each other Purchaser, hereby confirms that it is the intention of all such Persons that
this Guaranty Supplement, the Subsidiary Guaranty and the Obligations of the undersigned hereunder
and thereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign,
federal or state law to the extent applicable to this Guaranty Supplement, the Subsidiary Guaranty
and the Obligations of the undersigned hereunder and thereunder. To effectuate the foregoing
intention, the Administrative Agent, the other Purchasers and the undersigned hereby irrevocably
agree that the Obligations of the undersigned under this Guaranty Supplement and the Subsidiary
Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of
the undersigned under this Guaranty Supplement and the Subsidiary Guaranty not constituting a
fraudulent transfer or conveyance.




          (c) The undersigned hereby unconditionally and irrevocably agrees that in the event any
payment shall be required to be made to any Purchaser under this Guaranty Supplement, the
Subsidiary Guaranty, the Holdings Guaranty or any other guaranty, the undersigned will contribute,
to the maximum extent permitted by applicable law, such amounts to each other Guarantor and each
other guarantor so as to maximize the aggregate amount paid to the Purchasers under or in respect
of the Transaction Documents.




          Section 2. Obligations Under the Guaranty. The undersigned hereby agrees, as of the
date first above written, to be bound as a Guarantor by all of the terms and conditions of the
Subsidiary Guaranty to the same extent as each of the other Guarantors thereunder. The undersigned
further agrees, as of the date first above written, that each reference in the Subsidiary Guaranty
to an “Additional Guarantor” or a “Guarantor” shall also mean and be a reference to the
undersigned, and each reference in any other Transaction Document to a “Subsidiary Guarantor” or
an “Issuer Party” shall also mean and be a reference to the undersigned.




18









 





          Section 3. Representations and Warranties. The undersigned hereby makes each
representation and warranty set forth in Section 6 of the Subsidiary Guaranty to the same extent
as each other Guarantor.




          Section 4. Delivery by Telecopier. Delivery of an executed counterpart of a signature
page to this Guaranty Supplement by telecopier shall be effective as delivery of an original
executed counterpart of this Guaranty Supplement.




          Section 5. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty
Supplement shall be governed by, and construed in accordance with, the laws of the State of New
York.




          (b) The undersigned hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or any federal court of the
United States of America sitting in New York City, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Guaranty Supplement, the Subsidiary
Guaranty or any of the other Transaction Documents to which it is or is to be a party, or for
recognition or enforcement of any judgment, and the undersigned hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law, in such federal
court. The undersigned agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Guaranty Supplement or the Subsidiary Guaranty or any other
Transaction Document shall affect any right that any party may otherwise have to bring any action
or proceeding relating to this Guaranty Supplement, the Subsidiary Guaranty or any of the other
Transaction Documents to which it is or is to be a party in the courts of any other jurisdiction.




          (c) The undersigned irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection that it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Guaranty Supplement, the
Subsidiary Guaranty or any of the other Transaction Documents to which it is or is to be a party in
any New York State or federal court. The undersigned hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit,
action or proceeding in any such court.




          (d) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO ANY OF THE TRANSACTION DOCUMENTS OR THE ACTIONS OF ANY PURCHASER IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.




	 	 	 	 	 
	 	Very truly yours,



[NAME OF ADDITIONAL GUARANTOR]

 	 




19









 





	 	 	 	 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 




20









 








EXHIBIT F




FORM OF JOINDER AGREEMENT




          THIS JOINDER AGREEMENT (this “Agreement”) is entered into as of,
                     
 ___, 200___, by and among                     ,
a                      [corporation/limited liability company] (the “Joining Party”), TCW/CRESCENT MEZZANINE
PARTNERS IV, L.P., a Delaware limited partnership (“TCW IV”), the other purchasers party to the
Purchase Agreement (as defined below) (TCW IV and such other purchasers together with their
respective successors and registered assigns, each a
“Purchaser” and collectively, the
“Purchaser”), and TCW IV, as administrative agent for the Purchasers (in such capacity and
together with its successors and permitted assigns, the
“Administrative Agent”).




W I T N
E S S  E T H:




          WHEREAS, Cambium Learning, Inc., a Delaware corporation
 (the “Company”),
successor-in-interest to VSS-Cambium Merger Corp., a Delaware corporation, VSS-Cambium Holdings,
LLC, a Delaware limited liability company (“Holdings”), the Purchasers and the Administrative
Agent have entered into a Note Purchase Agreement, dated as of
April    , 2007 (as amended, restated,
modified or otherwise supplemented from time to time, the “Purchase Agreement”), providing
for, among other things, the issuance of the Notes (as defined in the Purchase Agreement); and




          WHEREAS, the Joining Party seeks to become a party to the Purchase Agreement and other
Transaction Documents (as defined in the Purchase Agreement) (the Purchase Agreement and the
Transaction Documents, each a “Purchase Document”
and collectively, the “Purchase
Documents”).




          NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to the Joining
Party, the receipt and sufficiency of which are hereby acknowledged, the Joining Party hereby
makes the following representations and warranties to Agent and Purchasers and hereby covenants
and agrees with Agent and Purchasers as follows:





     1. Definitions. All capitalized terms not otherwise defined herein shall have
the meanings given to them in the Purchase Agreement.



 









 





     2. Joinder. The Joining Party is hereby added as an additional Issuer Party under
the terms of the Purchase Documents and all references to “Issuer Party” or “Issuer Parties” shall
hereafter be deemed to include the Joining Party. The Joining Party hereby assumes all
obligations of Holdings under the Purchase Agreement and agrees that it will be bound by all terms,
conditions and duties applicable to Holdings under the Purchase Documents.



     3. Conditions of Effectiveness. This Agreement shall become effective upon receipt by
the Administrative Agent of (i) this Agreement executed by the Joining Party, the Administrative
Agent, the Purchasers and the Company and (ii) a Guaranty executed by Joining Party.



     4. Representations and Warranties. The Joining Party hereby represents and warrants
to the Administrative Agent and the Purchasers that the representations and warranties applicable
to the Joining Party as an Issuer Party in each Purchase Document are true and correct on and as of
the date hereof as if made on and as of such date.



     5. Compliance with Purchase Documents. The Joining Party hereby agrees to comply
with all covenants and other provisions applicable to it as an Issuer Party under each Purchase
Document.



     6. Governing
Law. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns and shall be governed by and construed
in accordance with the laws of the State of New York.



     7. Headings. Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.



     8. Counterparts; Facsimile. This Agreement may be executed by the parties hereto in
one or more counterparts, each of which shall be deemed an original and all of which when taken
together shall constitute one and the same agreement. Any signature delivered by a party by
facsimile transmission shall be deemed to be an original signature hereto.



[Remainder of Page Intentionally Left Blank]




2









 






     IN WITNESS WHEREOF, this Joinder Agreement has been duly executed as of the day and year first
written above.



	 	 	 	 	 
	 	JOINING PARTY:
 	 	 	 	 
	 
	 	[                                            ]
 	 	 	 	 
	 	 	 	 	 	 
	 	By: 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PURCHASERS:




TCW/CRESCENT MEZZANINE PARTNERS IV, L.P.

 	 
	 	By: 	TCW/Crescent Mezzanine Management IV, 	 
	 	 	L.L.C., its Investment Manager 	 
	 	 	 
	 	By: 	
TCW/Asset Management Company, its  Sub-Advisor
 	 
	 	 	 
	 	By: 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TCW/CRESCENT MEZZANINE PARTNERS IVB, L.P.

 	 
	 	By: 	TCW/Crescent Mezzanine Management IV,
 	 
	 	 	L.L.C., its Investment Manager 	 
	 	 	 
	 	By: 	
TCW/Asset Management Company, its Sub-Advisor
 	 
	 	 	 
	 	By: 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 














 








	 	 	 	 	 
	 	MAC CAPITAL, LTD.

 	 
	 	By: 	TC-W Advisors, Inc., as attorney-in-fact
 	 
	 	 	 
	 	By: 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By: 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NEW YORK LIFE INVESTMENT
 MANAGEMENT MEZZANINE PARTNERS II,
LP

 	 
	 	By: 	NYLIM Mezzanine Partners II GenPar,
 LP
 	 
	 	Its: General Partner	 
	 	 	 
	 	By: 	NYLIM
Mezzanine Partners II GenPar GP, LLC
 	 
	 	Its: General Partner 	 
	 
	 	By: 	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	NYLIM MEZZANINE PARTNERS II PARALLEL


   FUND, LP

 	 
	 	By: 	NYLIM Mezzanine Partners II GenPar, LP
 	 
	 	Its: General Partner	 
	 	 	 
	 	By: 	NYLIM Mezzanine Partners II GenPar GP, LLC
 	 
	 	Its: General Partner 	 
	 	 	 
	 	By: 	 	 
	 	Name:  	 	 
	 	Title:  	 	 



JOINDER AGREEMENT















 





	 	 	 	 	 
	 	GOLDENTREE CAPITAL SOLUTIONS FUND FINANCING

 	 
	 	By: 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GOLDENTREE CAPITAL OPPORTUNITIES, LP

 	 
	 	By: 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ADMINISTRATIVE AGENT:




TCW/CRESCENT MEZZANINE PARTNERS IV, L.P.

 	 
	 	By: 	TCW/Crescent Mezzanine Management IV,
 	 
	 	 	L.L.C., its Investment Manager 	 
	 	 	 	 
	 	 	 
	 	By: 	                      TCW/Asset Management Company, its  Sub-Advisor
 	 
	 
	 	 	 
	 	By: 	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Additional Signature Page to Follow]




JOINDER AGREEMENT















 








	 	 	 	 
	Accepted and Acknowledged by:



COMPANY:



CAMBIUM LEARNING, INC.

 	 
	By:  	 	 
	Name:  	 	 
	Title:  	 	 



JOINDER AGREEMENT















 





EXHIBIT G 




FORM OF PIK NOTE



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT
TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.




PIK NOTE




			
	 	 	 
	$                    
	 	New York, New York
	 
	 	                    , 200___





FOR VALUE RECEIVED, the undersigned, CAMBIUM LEARNING, INC., a Delaware corporation (the
“Company”), successor-in-interest to VSS-CAMBIUM MERGER CORP., a Delaware corporation, hereby
promises to pay to the order of
                                        ,
a
                    
(the “Holder”), or its registered assigns, on the Maturity Date
(as hereinafter defined) (or earlier as hereinafter provided) the
principal sum of
                                          DOLLARS ($                    )
plus all “PIK Amounts” (as hereinafter defined) added to the principal amount hereof pursuant to
the terms of this Note, with interest on the unpaid principal amount of this Note from time to time
as provided herein. For the purposes of this Note, the term “Maturity Date” shall mean April ___,
2014.





	1.	 	Note Purchase Agreement; Definitions.
	 
	 	 	This PIK Note (as amended, modified, restated and/or supplemented from time to time, this
“Note”) is issued by the Company, on the date hereof, pursuant to the Note Purchase
Agreement dated as of April 12, 2007 (as amended, modified, restated and/or supplemented
from time to time, the “Note Purchase Agreement”) by and among the Company, as
successor-in-interest to VSS-Cambium Merger Corp., VSS-Cambium Holdings, LLC, a Delaware
limited liability company, the Holder, the other purchasers from time to time party thereto
and the Administrative Agent. The Holder is entitled to the benefits of this Note, the Note
Purchase Agreement and the other Transaction Documents, and may enforce the agreements of
each Issuer Party contained herein and therein and exercise the remedies provided for
hereby and thereby or otherwise available in respect hereto and thereto, to the extent
provided herein or therein. Capitalized terms used herein without definition are used
herein with the meanings ascribed to such terms in the Note Purchase Agreement.
	 
	2.	 	Interest.






	 	(a)	 	The Company promises to pay interest on the Accreted Principal Amount (as
hereinafter defined) of this Note at the rate of eleven and three-quarters percent
(11.75%) per annum. The Company shall pay accrued interest quarterly on the





 









 






	 	 	 	last Business Day of each March, June, September and December during the term hereof and on
the Maturity Date (each date upon which interest shall be so payable,
an “Interest Payment Date”), commencing on March 31st of the year in which this Note was issued and on
each Interest Payment Date shall pay interest accrued through and including such Interest
Payment Date. Interest on this Note shall accrue from the first day of the year in which
this Note was issued until repayment of the Accreted Principal Amount and payment of all
accrued interest in full. Interest shall accrue and be computed on the basis of the actual
number of days in the related period over 360 days. Through any Interest Payment Date,
interest on the Accreted Principal Amount of this Note at the rate of ten percent (10%) per
annum that shall have accrued and shall be unpaid as of such interest Payment Date shall be
paid on such Interest Payment Date by wire transfer of immediately available funds to an
account at a bank designated by the Holder. Through any Interest Payment Date, interest on
the Accreted Principal Amount of this Note at the rate of one and three-quarters percent
(1.75%) per annum that shall have accrued and shall remain unpaid as of such Interest
Payment Date (for any Interest Payment Date, a “PIK Amount”) shall be paid on such interest
Payment Date by addition of such PIK Amount to the principal amount outstanding under this
Note. No later than 10 Business Days following the end of each Fiscal Year, the PIK Amounts
added to the principal amount outstanding under this Note during such Fiscal Year shall be
evidenced by a PIK Note and, following the Holder’s receipt of such PIK Note, shall no
longer be a PIK Amount evidenced by this Note. At any time, the outstanding principal amount
of this Note, including all PIK Amounts added thereto through such time and not evidenced by
a PIK Note, is referred to in this Note as the “Accreted Principal Amount”. Notwithstanding
any other provision of this Note and the addition of any PIK Amount to the principal amount
outstanding under this Note, the Company may, in its sole discretion, pay any PIK Amount in
cash on any Interest Payment Date without any premium or penalty by wire transfer of
immediately available funds to an account at a bank designated by the Holder. The Company
shall give written notice to the Holder of any such payment of a PIK Amount not less than 1
Business Day prior to the applicable Interest Payment Date. All cash payments by the Company
of any PIK Amount that has been added to the principal amount of this Note shall be deducted
from the Accreted principal Amount. If any promissory notes issued pursuant to the Note
Purchase Agreement, in addition to this Note and all notes issued pursuant to Section 7(b),
(d) or Section 8 hereof, are outstanding (collectively, “Outstanding Notes”) and the Company
pursuant to this paragraph elects to pay all or any portion of the PIK Amount in cash on any
Interest Payment Date, then the Company shall take the same action with respect to all
Outstanding Notes and make such elective cash payments to all holders of Outstanding Notes
on a pro rata basis based upon the Accreted Principal Amount of each Outstanding Note.
	 
	 	(b)	 	Notwithstanding subsection (a) of this Section 2, but subject to applicable law, upon
and during the occurrence of an Event of Default, the Accreted Principal Amount of this Note
shall bear interest, from the date of the occurrence of such Event of Default until such Event
of Default is cured or waived, payable on





2









 






	 	 	 	demand in immediately available funds, at a rate equal to the applicable interest
rate in effect hereunder plus two percent (2%) (and interest shall be paid entirely
in cash and no PIK Amount shall be added to the Accreted Principal Amount of this
Note in respect of such interest). In addition, any overdue interest on this Note
shall bear interest, payable on demand in immediately available funds at a rate
equal to the applicable interest rate in effect hereunder plus two percent (2%) (and
interest shall be paid entirely in cash and no PIK Amount shall be
added to the
Accreted Principal Amount of this Note in respect of such interest).
	 
	 	(c)	 	In the event that any interest rate provided for herein shall be
determined to be unlawful, such interest rate shall be computed at the highest rate
permitted by applicable law. Any payment by the Company of any interest amount in
excess of that permitted by law shall be considered a mistake, with the excess being
applied to the principal of this Note without prepayment premium or penalty.






	3.	 	Principal.
	 
	 	 	The Company shall pay the principal amount due under this Note including all PIK Amounts and
all accrued and unpaid interest (all of which shall be payable in cash and no portion of
which shall be payable by addition of a PIK Amount to the Accreted Principal Amount) on the
Maturity Date.
	 
	4.	 	Voluntary Prepayment.






	 	(a)	 	The Outstanding Notes are subject to prepayment at the option of the Company,
in whole or in part, on any date following the second anniversary of the Closing Date.
The Company shall give written notice of voluntary prepayment of this Note or any
portion thereof to the Holder not less than five (5) Business Days prior to the date
fixed for such prepayment. Such notice of voluntary prepayment shall be given in the
manner specified in Section 12.2 of the Note Purchase Agreement. Upon notice of
prepayment being given by the Company to the Holder, the Company covenants and agrees
that the Company shall prepay on the date fixed for prepayment in the notice therefor,
this Note or the portion hereof so called for prepayment, at the Accreted Principal
Amount thereof or the portion thereof so called for prepayment together with the
prepayment premium thereon described in Section 4(c) below, if applicable, and interest
accrued and unpaid thereon to the date fixed for such prepayment (which interest shall
be paid entirely in cash and no portion of which shall be payable by the addition of a
PIK Amount to the Accreted Principal Amount), together with costs and expenses
including, without limitation, reasonable fees, charges and disbursements of counsel.






	 	(b)	 	All prepayments under this Section 4 shall include payment of accrued interest
on the Accreted Principal Amount so prepaid (which interest shall be
paid entirely in
cash and no portion of which shall be payable by the addition of a PIK Amount to the
Accreted Principal Amount) and shall be applied first to all costs, expenses and
indemnities payable under the Note Purchase Agreement, then to payment of





3









 






	 	 	 	default interest, if any, then to payment of accrued interest, then to the
prepayment premium described in Section 4(c) below, if applicable, and thereafter to
principal, provided, however, each voluntary prepayment of less than
the full outstanding principal balance of the Outstanding Notes shall be in an
aggregate principal amount of $1,000,000 or a whole multiple thereof.
	 
	 	(c)	 	In the event that any portion of the Accreted Principal Amount is voluntarily
prepaid as provided in this Section 4 on any date following the second anniversary of
the Closing Date but prior to the third anniversary of the Closing Date, subject to
Section 8.2(a)(iii) of the Note Purchase Agreement, there shall be a prepayment premium
payable to the Holder at the time of such prepayment equal to one percent (1%) of the
amount being prepaid.
	 
	 	(d)	 	If there is more than one (1) Outstanding Note, the amounts payable under
this Section 4 and under Section 4 of such other Outstanding Notes shall be
applied to the Outstanding Notes on a pro rata basis.






	5.	 	Mandatory Prepayment.






	 	(a)	 	Not later than five (5) Business Days following the
receipt of any Net Cash
Proceeds of any Asset Sale by Holdings or any of its Subsidiaries, to the extent
such Net Cash Proceeds are not fully utilized to prepay the Senior Debt, the Company
shall make prepayments of this Note in an aggregate amount equal to 100% of such Net
Cash Proceeds; provided that:






	 	(i)	 	no such prepayment shall be required under this 5(a)(i) with
respect to (A) any Asset Sale permitted by Sections 8.2(f)(i) and (vi) of the
Note Purchase Agreement, (B) the disposition of property which constitutes a
Casualty Event, or (C) Asset Sales for fair market value resulting in no more
than $500,000 in Net Cash Proceeds per Asset Sale (or series of related Asset
Sales) and less than $2.5 million in Net Cash Proceeds in any
fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale
described in clause (b) of the definition thereof; and
	 
	 	(ii)	 	so long as no Default or Event of Default shall then exist or would
arise therefrom, such proceeds shall not be required to be so applied on such
date to the extent that the Company shall have delivered an Officer’s
Certificate to the Administrative Agent on or prior to such date stating that
such Net Cash Proceeds are expected to be used to make Permitted Acquisitions
or Capital Expenditures or reinvested in fixed or Capital Assets (or enter
into a binding commitment for any such reinvestment) within 360 days
following the date of such Asset Sale (which Officer’s Certificate shall set
forth the estimates of the proceeds to be so expanded); provided that if all
or any portion of such Net Cash Proceeds is not so reinvested within a
180-day period following such 360 day period, such unused portion shall be
applied on the last day of such period as a mandatory prepayment as provided
in this Section 5(a).





4









 












	 	(b)	 	Not later than one (1) Business Day following the receipt of any Net Cash Proceeds of
any Debt Issuance (other than Indebtedness permitted to be incurred in accordance with
Section 8.2(a)) or Preferred Stock Issuance (as defined below) by Holdings or any of its
Subsidiaries, to the extent such Net Cash Proceeds are not fully utilized to prepay the
Senior Debt, the Company shall make prepayments of this Note in an aggregate amount equal
to 100% of such Net Cash Proceeds. As used herein, “Preferred Stock Issuance” shall mean
the issuance or Sale by Holdings or any of its Subsidiaries of any preferred or
preference Equity Interests after the Closing Date (other than (x) as permitted by Section
8.2(a) or (b) such issuance or sale of any preferred or preference Equity Interests that is
Qualified Capital Stock to the Equity Investors).






	 	(c)	 	Not later than five (5) Business Days following the receipt of any Net Cash Proceeds of any
Equity Issuance (other than the Net Cash Proceeds of any Equity Issuance used to finance
Capital Expenditures), to the extent such Nat Cash Proceeds are not fully utilized to prepay
the Senior Debt, the Company shall make prepayments of this Note in an aggregate amount equal
to 50% of such Net Cash Proceeds; provided that such percentage shall be reduced to 25% if,
and for so long as, the Total Leverage Ratio as of the end of the most recently ended 4 Fiscal
Quarter period is less than 4.0 to 1.0.






	 	(d)	 	Not later than five (5) Business Days following the receipt of any Net Cash Proceeds
(excluding any Net Cash Proceeds payable to the Sellers pursuant to the terms of the
Acquisition Agreement) from a Casualty Event by Holdings or any of its Subsidiaries, to the
extent such Net Cash Proceeds are not fully utilized to prepay the Senior Debt, the Company
shall make prepayments of this Note in an aggregate amount equal to 100% of such Net Cash
Proceeds; provided that;






	 	(i)	 	so long as no Default or Event of Default shall then exist or arise
therefrom, such proceeds shall not be required to be so applied on such date to the
extent that the Company shall have delivered an Officer’s Certificate to the
Administrative Agent on or prior to such date stating that such Net Cash Proceeds are
expected to be used to repair, replace or restore (or enter into a binding commitment
for such repair, replacement or restoration) any property in respect of which such
Net Cash Proceeds were paid no later than 360 days following the date of receipt of
such proceeds; and






	 	(ii)	 	if any portion of such Net Cash Proceeds shall not be so applied within a
180-day period following such 360 day period, such unused portion shall be applied on
the last day of such period as a mandatory prepayment as provided in this Section
5(d).






	 	(e)	 	Not later than five (5) Business Days following the receipt of any Net Cash Proceeds from any
Extraordinary Event by Holdings or any of its Subsidiaries, to the extent such Net Cash
Proceeds are not fully utilized to prepay the Senior Debt,





5









 






 the Company shall make prepayments of this Note in an aggregate amount equal to 100% of
such Net Cash Proceeds; provided that:




	 	(i)	 	so long as no Default or Event of Default shall then exist or arise
therefrom, such proceeds shall not be required to be so applied on such date to the
extent that the Company shall have delivered an Officer’s Certificate to the
Administrative Agent on or prior to such date stating that an amount equal to such
Net Cash Proceeds have been or are expected to be used to repair, replace or restore
(or enter into a binding commitment for such repair, replacement or restoration) any
property in respect of which such Net Cash Proceeds were paid or to reinvest in other
fixed or capital assets or used to make Permitted Acquisitions or Capital
Expenditures no later than 360 days following the date of receipt of such proceeds;
and
	 
	 	(ii)	 	if any portion of such Net Cash Proceeds shall not be so
applied within a 180-day period following such 360-day period, an amount equal to such unused
portion shall be applied on the last day of such period as a mandatory prepayment as
provided in this Section 5(e).






	 	(f)	 	All prepayments under this Section 5 shall include payment of accrued interest
on the Accreted Principal Amount so prepaid (which interest shall be paid entirely in cash
and no portion of which shall be payable by the addition of a PIK Amount to the Accreted
Principal Amount) and shall be applied first to all costs, expenses and indemnities payable
under the Note Purchase Agreement, then to payment of default interest, if any, then to
payment of accrued interest, and thereafter to principal.
	 
	 	(g)	 	The Company shall give prior written notice of any Net Cash Proceeds required to
be paid under this Section 5 as far in advance as reasonably practicable and shall deliver
to the Holder, at the time of such notice of prepayment, a certificate signed by a
Responsible Officer of the Company setting forth in reasonable detail the calculation of
such proposed prepayment. If there is more than one (1) Outstanding Note, the Net Cash
Proceeds payable under this Section 5 and under Section 5 of such other Outstanding Notes
shall be offered to each of holders of the Outstanding Notes on a pro rata basis. Each
holder of a Note may decline to receive all (but not a portion) of its pro rate share of
the Net Cash Proceeds. Any such declined proceeds shall be offered to the holders of the
Outstanding Notes that have not rejected the prepayment of the Net Cash Proceeds or a pro
rata basis. Net Cash Proceeds that have been rejected by all of the holders of the
Outstanding Notes may be retained by the Company.
	 
	 	(h)	 	Notwithstanding anything to the contrary herein, if at the end of any accrual
period (as defined in Internal Revenue Code (“Code”) section 1272(a)(5)) ending after the
fifth anniversary of the issuance of this Note, the aggregate amount of accrued and unpaid
original issue discount (as defined in Code Section 1273(a)(l)) on this Note would, but for
this subsection, exceed an amount equal





6









 






 to the product of this Note’s issue price (as defined in Code sections 1273(b) and
1274(a)) multiplied by this Note’s yield to maturity (as defined in Treasury
Regulations section 1.1272-l(b)(l)(i)) (the “Maximum Accrual”), the Company shall
pay to the Holder such amounts of, first, the accrued and unpaid interest and,
second, principal, in each case, to the extent required, in order to cause the
accrued and unpaid original issue discount on this Note as of the end of such
accrual period to not exceed an amount equal to the Maximum Accrual.




	6.	 	Amendment.






Amendments and modifications of this Note may be made only in the manner provided in Section
12.4 of the Note Purchase Agreement.




	7.	 	Transfer; Registration.






	 	(a)	 	The term “Holder” as used herein shall also include any registered transferee
of this Note. Each transferee of this Note acknowledges that this Note has not been
registered under the Securities Act, and the Holder agrees that, prior to any proposed
transfer of this Note, if such transfer is not made pursuant to either an effective
registration statement under the Securities Act or pursuant to an exemption from
registration under the Securities Act, the Holder will, if requested by the Company,
deliver to the Company:






	 	(i)	 	investment representations, substantially similar to
those given by the Purchasers on the Closing Date, signed by the proposed
transferee;
	 
	 	(ii)	 	an agreement by such transferee to the inclusion of and
compliance with the restrictive investment legend set forth on this Note; and
	 
	 	(iii)	 	an agreement by such transferee to be bound by the
provisions of this Section 7 relating to the transfer of such Note.






	 	(b)	 	This Note is a registered instrument. The Company shall maintain a register
(the “Note Register”) in its principal offices for the purpose of registering the Note
and any transfer thereof, which register shall reflect and identify, at all times, the
ownership of any interest in the Note. Upon the issuance of this Note, the Company
shall record the name of the initial purchaser of this Note in the Note Register as the
first Holder. Upon surrender for registration of transfer or exchange of this Note
at the principal offices of the Company, the Company shall, at the Company’s expense,
execute and deliver a new Note of like tenor and of a like aggregate principal amount,
registered in the name of the Holder or a transferee or transferees. Every Note
surrendered for registration of transfer or exchange shall be duly endorsed, or be
accompanied by written instrument of transfer duly executed by the Holder of such Note
or such holder’s attorney duly authorized in writing. The Company shall not have any
obligation hereunder to any Person other than the registered Holder of this Note.










7









 












	 	(c)	 	This Note may be transferred or assigned by the Holder at any time subject to
Sections 7(a), 7(b) and 9 hereof and Section 12.3 of the Note Purchase Agreement.
	 
	 	(d)	 	In the event that the Holder intends to transfer the Note to more than one
transferee, the Company shall, in good faith, cooperate with the Holder to effectuate
such a transfer and to issue replacement Outstanding Notes in the appropriate
denominations.
	 
	 	(e)	 	The Holder shall bear the costs if any of any transfer or assignment of the Note.






	8.	 	Replacement of Note.
	 
	 	 	On receipt by the Company of an affidavit of an authorized
representative of the Holder
stating the circumstances of the loss, theft, destruction or
mutilation of this Note (and in
the case of any such mutilation, on surrender and cancellation of this Note), the Company,
at its expense, will promptly execute and deliver, in lieu thereof, new Note of like tenor.
	 
	9.	 	Successors and Assigns; Assignment.
	 
	 	 	All the covenants, stipulations, promises and agreements in this Note shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Holder and the
Company. The Company may not assign any of its rights under this Note without the prior
written consent of the Holder, any such purported assignment without such consent being null
and void.
	 
	10.	 	GOVERNING LAW.
	 
	 	 	THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.
	 
	11.	 	WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION.
	 
	 	 	EACH OF THE COMPANY AND THE HOLDER OF THIS NOTE HEREBY WAIVES, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION
WITH, OR ARISING OUT OF THIS NOTE OR ANY AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY OR
THE VALIDITY, PROTECTION, INTERPRETATION, OR ENFORCEMENT HEREOF OR THEREOF. THE SCOPE OF
THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN
ANY COURT AND THAT RELATE TO THIS NOTE, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF THE
COMPANY AND THE HOLDER OF THIS NOTE ACKNOWLEDGES THAT THIS WAIVER IS A





8









 





MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON
THIS WAIVER IN ENTERING INTO THIS TRANSACTION, AND THAT EACH WILL CONTINUE TO RELY ON THIS
WAIVER IN ITS RELATED FUTURE DEALINGS. EACH OF THE COMPANY AND THE HOLDER OF THIS NOTE
FURTHER WARRANTS AND REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL,
AND THAT EACH HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE TRANSACTION
DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS NOTE. IN THE EVENT OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. EACH
OF THE COMPANY AND THE HOLDER OF THIS NOTE ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON
SUCH BOND THAT MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF EACH. EACH OF THE COMPANY AND THE
HOLDER OF THIS NOTE HEREBY IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS NOTE OR ANY AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY MAY
BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY OR OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND HEREBY EXPRESSLY SUBMITS
TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS FOR THE PURPOSES THEREOF AND
EXPRESSLY WAIVES ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT SUCH COURTS ARE AN
INCONVENIENT FORUM. EACH OF THE COMPANY AND THE HOLDER OF THIS NOTE HEREBY IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT,
ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO ITS ADDRESS SET FORTH IN SECTION 1 &  2 OF THE NOTE PURCHASE AGREEMENT,
SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING.




	12.	 	Headings.
	 
	 	 	The headings in this Note are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.
	 
	13.	 	Severability.
	 
	 	 	If any one or more of the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, unless the provisions






9









 









 held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining
provisions hereof.



[Signature Page Follows]



10









 





     IN WITNESS WHEREOF, the Company has caused this PIK Note to be duly executed as of the date
first written above.



	 	 	 	 	 
	 	COMPANY




CAMBIUM LEARNING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




11











 






EXHIBIT H

FORM OF AMENDED AND RESTATED PROMISSORY NOTE



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT
TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.




PROMISSORY NOTE




			
	 	 	 
	$                     
	 	New York, New York

April            , 2007





FOR VALUE RECEIVED, the undersigned, CAMBIUM LEARNING, INC., a Delaware
corporation (the “Company”) and successor-in-interest to VSS-CAMBIUM MERGER CORP., a Delaware
corporation, hereby promises to pay to the order of MAC CAPITAL, LTD., a Cayman Islands company
(the “Holder”), or its registered assigns, on the Maturity Date (as hereinafter defined) (or
earlier as hereinafter provided) the principal sum of                      DOLLARS ($                     ), plus all “PIK Amounts” (as hereinafter
defined) added to the principal amount hereof pursuant to the terms of this Note, with interest on
the unpaid principal amount of this Note from time to time as provided herein. For the purposes of
this Note, the term “Maturity Date” shall mean April            , 2014.





	1.	 	Note Purchase Agreement; Definitions.
	 
	 	 	This Promissory Note (as amended, modified, restated and/or supplemented from time to
time, this “Note”) is issued by the Company, on the date hereof, pursuant to the Note
Purchase Agreement dated as of April            , 2007 (as amended, modified, restated and/or
supplemented from time to time, the “Note Purchase Agreement”) by and among the
Company, as successor-in-interest to VSS-Cambium Merger Corp., VSS-Cambium
Holdings, LLC, a Delaware limited liability company, the Holder, the other purchasers
from time to time party thereto and the Administrative Agent. The Holder is entitled to
the benefits of this Note, the Note Purchase Agreement and the other Transaction
Documents, and may enforce the agreements of each Issuer Party contained herein and
therein and exercise the remedies provided for hereby and thereby or otherwise available
in respect hereto and thereto, to the extent provided herein or therein. Capitalized terms
used herein without definition are used herein with the meanings ascribed to such terms in
the Note Purchase Agreement.






	2.	 	Interest.






	 	(a)	 	The Company promises to pay interest on the Accreted Principal Amount (as
hereinafter defined) of this Note at the rate of eleven and three-quarters percent
(11.75%) per annum. The Company shall pay accrued interest quarterly on the last
Business Day of each March, June, September and December during the term




 









 






	 	 	 	hereof and on the Maturity Date (each date upon which interest shall be so payable, an
“Interest Payment Date”), commencing on June 29, 2007 and on each Interest Payment Date shall
pay interest accrued through and including such Interest Payment Date. Interest on this Note
shall accrue from the date of issuance of the Original Note (as hereinafter defined) until
repayment of the Accreted Principal Amount and payment of all accrued interest in full,
interest shall accrue and be computed on the basis of the actual number of days in the related
period over 360 days. Through any Interest Payment Date, interest on the Accreted Principal
Amount of this Note at the rate of ten percent (10%) per annum that shall have accrued and
shall be unpaid as of such Interest Payment Date shall be paid on such Interest Payment Date
by wire transfer of immediately available funds to an account at a bank designated by the
Holder. Through any Interest Payment Date, interest on the Accreted Principal Amount of this
Note at the rate of one and three-quarters percent (1.75%) per annum that shall have accrued
and shall remain unpaid as of such Interest Payment Date (for any Interest Payment Date, a
“PIK Amount”) shall be paid on such Interest Payment Date by addition of such PIK Amount to
the principal amount outstanding under this Note. No later than 10 Business Days following
the end of each Fiscal Year, the PIK Amounts added to the principal amount outstanding under
this Note during such Fiscal Year shall be evidenced by a PIK Note and, following the
Holder’s receipt of such PIK Note, shall no longer be a PIK Amount evidenced by this Note. At
any time, the outstanding principal amount of this Note, including all PIK Amounts added
thereto through such time and not evidenced by a PIK Note, is referred to in this Note as the
“Accreted Principal Amount”. Notwithstanding any other provision of this Note and the
addition of any PIK Amount to the principal amount outstanding under this Note, the Company
may, in its sole discretion, pay any PIK Amount in cash on any Interest Payment Date without
any premium or penalty by wire transfer of immediately available funds to an account at a
bank designated by the Holder. The Company shall give written notice to the Holder of any
such payment of a PIK Amount not less than 1 Business Day prior to the applicable Interest
Payment Date. All cash payments by the Company of any PIK Amount that has been added to the
principal amount of this Note shall be deducted from the Accreted Principal Amount. If any
promissory notes issued pursuant to the Note Purchase Agreement, in addition to this Note and
all notes issued pursuant to Section 7(b), (d) or Section 8 hereof, are outstanding
(collectively, “Outstanding Notes”) and the Company pursuant to this paragraph elects to pay
all or any portion of the PIK Amount in cash on any Interest Payment Date, then the Company
shall take the same action with respect to all Outstanding Notes and make such elective cash
payments to all holders of Outstanding Notes on a pro rata basis based upon the Accreted
Principal Amount of each Outstanding Note.






	 	(b)	 	Notwithstanding subsection (a) of this Section 2, but subject to applicable law,
upon and during the occurrence of an Event of Default, the Accreted Principal
Amount of this Note shall bear interest, from the date of the occurrence of such
Event of Default until such Event of Default is cured or waived, payable on
demand in immediately available funds, at a rate equal to the applicable interest




2









 






	 	 	 	rate in effect hereunder plus two percent (2%) (and interest shall be paid entirely
in cash and no PIK Amount shall be added to the Accreted Principal Amount of this
Note in respect of such interest). In addition, any overdue interest on this Note
shall bear interest, payable on demand in immediately available funds, at a rate
equal to the applicable interest rate in effect hereunder plus two percent (2%) (and
interest shall be paid entirely in cash and no PIK Amount shall be added to the
Accreted Principal Amount of this Note in respect of such interest).






	 	(c)	 	In the event that any interest rate provided for herein shall be determined to
be unlawful, such interest rate shall be computed at the highest rate permitted by
applicable law. Any payment by the Company of any interest amount in excess of that
permitted by law shall be considered a mistake, with the excess being applied to the
principal of this Note without prepayment premium or penalty.






	3.	 	Principal.
	 
	 	 	The Company shall pay the principal amount due under this Note including all PIK Amounts
and all accrued and unpaid interest (all of which shall be payable in cash and no portion
of which shall be payable by addition of a PIK Amount to the Accreted Principal Amount) on
the Maturity Date.






	4.	 	Voluntary Prepayment.






	 	(a)	 	The Outstanding Notes are subject to prepayment at the option of the Company,
in whole or in part, on any date following the second anniversary of the closing Date.
The Company shall give written notice of voluntary prepayment of this Note or any
portion thereof to the Holder not less than five (5) Business Days prior to the date
fixed for such prepayment. Such notice of voluntary prepayment shall be given in the
manner specified in Section 12.2 of the Note Purchase Agreement. Upon notice of
prepayment being given by the Company to the Holder, the Company covenants and agrees
that the Company shall prepay on the date fixed for prepayment in the notice therefor,
this Note or the portion hereof so called for prepayment, at the Accreted Principal
Amount thereof or the portion thereof so called for prepayment together with the
prepayment premium hereon described in Section 4(c) below, if applicable, and
interest accrued and unpaid thereon to the date fixed for such prepayment (which
interest shall be paid entirely in cash and no portion of which shall be payable by
the addition by a PIK Amount to the Accreted Principal Amount), together with costs and
expenses including, without limitation, reasonable fees, charges and disbursements of
counsel.
	 
	 	(b)	 	All prepayments under this Section 4 shall include payment of accrued interest
on the Accreted Principal Amount so prepaid (which interest shall be paid entirely in
cash and no portion of which shall be payable by the addition of a PIK Amount to the
Accreted Principal Amount) and shall be applied first to all costs, expenses and
indemnities payable under the Note Purchase Agreement, then to payment  of default
interest, if any, then to payment of accrued interest, then to the




3









 






	 	 	 	prepayment premium described in Section 4(c) below, if applicable, and thereafter
to principal, provided, however, each voluntary prepayment of less than the
full
outstanding principal balance of the Outstanding Notes shall be in an aggregate
principal amount of $1,000,000 or a whole multiple thereof.
	 
	 	(c)	 	In the event that any portion of the Accreted Principal Amount is voluntarily
prepaid as provided in this Section 4 on any date following the second anniversary of
the Closing Date but prior to the third anniversary of the Closing Date, subject to


Section 8.2(a)(iii) of the Note Purchase Agreement, there shall be a prepayment premium
payable to the Holder at the time of such prepayment equal to one percent (1%) of the
amount being prepaid.
	 
	 	(d)	 	If there is more than one (1) Outstanding Note, the amounts payable under this
Section 4 and under Section 4 of such other Outstanding Notes shall be applied to the
Outstanding Notes on a pro rata basis.






	5.	 	Mandatory Prepayment.






	 	(a)	 	Not later than five (5) Business Days following the receipt of any Net Cash
Proceeds of any Asset Sale by Holdings or any of its Subsidiaries, to the extent such
Net Cash Proceeds are not fully utilized to prepay the Senior Debt, the Company shall
make prepayments of this Note in an aggregate amount equal to 100% of such Net Cash
Proceeds; provided that:






	 	(i)	 	no such prepayment shall be required under this 5(a)(i) with respect to (A)
any Asset Sale permitted by Sections 8.2(f)(i) and (vi) of the Note Purchase
Agreement, (B) the disposition of property which constitutes a Casualty Event, or (C)
Asset Sales for fair market value resulting in no more than $500,000 in Net Cash
Proceeds per Asset Sale (or series of related Asset Sales) and less than $2.5 million
in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in
the case of any Asset Sale described in clause (b) of the definition thereof; and
	 
	 	(ii)	 	so long as no Default or Event of Default shall then exist or would
arise therefrom, such proceeds shall not be required to be so applied on such
date to the extent that the Company shall have delivered an Officer’s
Certificate to the Administrative Agent on or prior to such date starting that
such Net Cash Proceeds are expected to be used to make Permitted Acquisitions
or Capital Expenditures or reinvested in fixed on capital Assets (or enter
into a binding commitment for any such reinvestment) within 360 days following
the date of such Asset Sale (which Officer’s Certificate shall set forth the
estimates of the proceeds to be so expended); provided that if all or any
portion of such Net Cash Proceeds is not so reinvested within a 180-day period
following such 360 day period, such unused portion shall be applied on the
last day of such period as a mandatory prepayment as provided in this Section
5(a).










4









 












	 	(b)	 	Not later than one (1) Business Day following the receipt of any Net Cash Proceeds of
any Debt Issuance (other than Indebtedness permitted to be incurred in accordance with
Section 8.2(a)) or Preferred Stock Issuance (as defined below) by Holdings or any of its
Subsidiaries, to the extent such Net Cash Proceeds are not fully utilized to prepay the
Senior Debt, the Company shall make prepayments of this Note in an aggregate amount equal to
100% of such Net Cash Proceeds. As used herein, “Preferred Stock Issuance” shall mean the
issuance or sale by Holdings or any of its Subsidiaries of any preferred or preference
Equity Interests after the Closing Date (other than (x) as permitted by Section 8.2(a) or (y) such issuance or sale of any preferred or preference Equity Interests that is Qualified
Capital Stock to the Equity Investors).
	 
	 	(c)	 	Not later than five (5) Business Days following the receipt of any Net Cash Proceeds of any
Equity Issuance (other than the Net Cash Proceeds of any Equity Issuance used to finance
Capital Expenditures), to the extent such Net Cash Proceeds are not fully utilized to prepay
the Senior Debt, the Company shall make prepayments of this Note in an aggregate amount equal
to 50% of such Net Cash Proceeds; provided that such percentage shall be reduced to 25% if,
and for so long as, the Total Leverage Ratio as of the end of the most recently ended 4
Fiscal Quarter period is less than 4.0 to 1.0.
	 
	 	(d)	 	Not later than five (5) Business Days following the receipt of any Net Cash Proceeds
(excluding any Net Cash Proceeds payable to the Sellers pursuant to the terms of the
Acquisition Agreement) from a Casualty Event by Holdings or any of its Subsidiaries, to
the extent such Net Cash Proceeds are not fully utilized to prepay the Senior Debt, the
Company shall make prepayments of this Note in an aggregate amount equal to 100% of such Net
Cash Proceeds; provided that:






	 	(i)	 	so long as no Default or Event of Default shall then exist or arise therefrom,
such proceeds shall not be required to be so applied on such date to the extent that
the Company shall have delivered an Officer’s Certificate to the Administrative Agent
on or prior to such date starting that such Net Cash Proceeds are expected to be used
to repair, replace or restore (or enter into a binding commitment for such repair,
replacement or restoration) any property in respect of which such Net Cash Proceeds
were paid no later than 360 days following the date of receipt of such proceeds; and
	 
	 	(ii)	 	if any portion of such Net Cash Proceeds shall not be so applied within a
180-day period following such 360 day period, such unused portion shall be applied on
the last day of such period as a mandatory prepayment as provided in this Section
5(d).






	 	(e)	 	Not later than five (5) Business Days following the receipt of any Net Cash Proceeds from
any Extraordinary Event by Holdings or any of its Subsidiaries, to the extent such Net Cash
Proceeds are not fully utilized to prepay the Senior Debt,




5









 






	 	 	 	the Company shall make prepayments of this Note in an aggregate amount equal to 100% of
such Net Cash Proceeds; provided that:






	 	(i)	 	so long as no Default or Event of Default shall then exist or arise therefrom,
such proceeds shall not be required to be so applied on such date to the extent that
the Company shall have delivered an Officer’s Certificate to the Administrative Agent
on or prior to such date starting that an amount equal to such Net Cash Proceeds have
been or are expected to be used to repair, replace or restore (or enter into a binding
commitment for such repair, replacement or restoration) any property in respect of
which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets
or used to make Permitted Acquisitions or Capital Expenditures no later than 360 days
following the date of receipt of such proceeds; and
	 
	 	(ii)	 	if any portion of such Net Cash Proceeds shall not be so applied within a
180-day period following such 360-day period, an amount equal to such unused
portion shall be applied on the last day of such period as a mandatory prepayment as
provided in this Section 5(e).






	 	(f)	 	All prepayments under this Section 5 shall include payment of accrued interest on the
Accreted Principal Amount so prepaid (which interest shall be paid entirely in cash and no
portion of which shall be payable by the addition of a PIK Amount to the Accreted Principal
Amount) and shall be applied first to all costs, expenses and indemnities payable under the
Note Purchase Agreement, then to payment of default interest, if any, then to payment of
accrued interest, and thereafter to principal.






	 	(g)	 	The Company shall give prior written notice of any Net Cash Proceeds required to be paid
under this Section 5 as far in advance as reasonably practicable and shall deliver to the
Holder, at the time of such notice of prepayment, a certificate signed by a Responsible
Officer of the Company setting forth in reasonable detail the calculation of such proposed
prepayment. If there is more than one (1) Outstanding Note, the Net Cash Proceeds payable
under this Section 5 and under Section 5 of such other Outstanding Notes shall be offered to
each of the holders of the Outstanding Notes on a pro rata basis. Each holder of a Note may
decline to receive all (but not a portion) of its pro rate share of the Net Cash Proceeds. Any
such declined proceeds shall be offered to the holders of the Outstanding Notes that have not
rejected the prepayment of the Net Cash Proceeds on a pro rata basis. Net Cash Proceeds that
have been rejected by all of the holders of the Outstanding Notes may be retained by the
Company.






	 	(h)	 	Notwithstanding anything to the contrary herein, if at the end of any accrual
period (as defined in Internal Revenue Code (“Code”) section 1272(a)(5)) ending after the
fifth anniversary of the issuance of this Note, the aggregate amount of accrued and unpaid
original issue discount (as defined in Code section 1273(a)(l)) on this Note would, but
for this subsection, exceed an amount equal




6









 






	 	 	 	to the product of this Note’s issue price (as defined in Code sections 1273(b) and
1274(a)) multiplied by this Note’s yield to maturity (as defined in Treasury
Regulations section 1.1272-1(b)(l)(i)) (the “Maximum Accrual”), the Company shall
pay to the Holder such amounts of, first, the accrued and unpaid interest and,
second, principal, in each case, to the extent required, in order to cause the
accrued and unpaid original issue discount on this Note as of the end of such
accrual period to not exceed an amount equal to the Maximum Accrual.






	6.	 	Amendment.
	 
	 	 	Amendments and modifications of this Note may be made only in the manner provided in Section
12.4 of the Note Purchase Agreement.






	7.	 	Transfer; Registration.






	 	(a)	 	The term “Holder” as used herein shall also include any registered transferee
of this Note. Each transferee of this Note acknowledges that this Note has not been
registered under the Securities Act, and the Holder agrees that, prior to any proposed
transfer of this Note, if such transfer is not made pursuant to either an effective
registration statement under the Securities Act or pursuant to an exemption from
registration under the Securities Act, the Holder will, if requested by the Company,
deliver to the Company:






	 	(i)	 	investment representations, substantially similar to those
given by the Purchasers on the Closing Date, signed by the proposed
transferee;
	 
	 	(ii)	 	an agreement by such transferee to the inclusion of and
compliance with the restrictive investment legend set forth on this Note; and
	 
	 	(iii)	 	an agreement by such transferee to be bound by the
provisions of this Section 7 relating to the transfer of such Note.






	 	(b)	 	This Note is a registered instrument. The Company shall maintain a register (the
“Note Register”) in its principal offices for the purpose of registering the Note and
any transfer thereof, which register shall reflect and identify, at all times, the
ownership of any interest in the Note. Upon the issuance of this Note, the Company
shall record the name of the initial purchaser of this Note in the Note Register as the
first Holder. Upon surrender for registration of transfer or exchange of this Note
at the principal offices of the Company, the Company shall, at the Company’s expense,
execute and deliver a new Note of like tenor and of a like aggregate principal amount,
registered in the name of the Holder or a transferee or transferees. Every Note
surrendered for registration of transfer or exchange shall be duly endorsed, or be
accompanied by written instrument of transfer duly executed by the Holder of such Note
or such holder’s attorney duly authorized in writing. The Company shall not have any
obligation hereunder to any Person other than the registered Holder of this Note.




7









 






	 	(c)	 	This Note may be transferred or assigned by the Holder at any time subject to
Sections 7(a), 7(b) and 9 hereof and Section 12.3 of the Note Purchase Agreement.
	 
	 	(d)	 	In the event that the Holder intends to transfer the Note to more than one
transferee, the Company shall, in good faith, cooperate with the Holder to effectuate
such a transfer and to issue replacement Outstanding Notes in the appropriate
denominations.
	 
	 	(e)	 	The Holder shall bear the costs if any of any transfer or assignment of the Note.






	8.	 	Replacement of Note.
	 
	 	 	On receipt by the Company of an affidavit of an authorized representative of the Holder
stating the circumstances of the loss, theft, destruction or mutilation of this Note and
in the case of any such mutilation, on surrender and cancellation of this Note), the
Company, at its expense, will promptly execute and deliver, in lieu thereof, a new Note of
like tenor.
	 
	9.	 	Successors and Assigns; Assignment.
	 
	 	 	All the covenants, stipulations, promises and agreements in this Note shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Holder and the
Company. The Company may not assign any of its rights under this Note without the prior
written consent of the Holder, any such purported assignment without such consent being null
and void.
	 
	10.	 	GOVERNING LAW.
	 
	 	 	THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.
	 
	11.	 	WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION.
	 
	 	 	EACH OF THE COMPANY AND THE HOLDER OF THIS NOTE HEREBY WAIVES, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION
WITH, OR ARISING OUT OF THIS NOTE OR ANY AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY OR
THE VALIDITY, PROTECTION, INTERPRETATION, OR ENFORCEMENT HEREOF OR THEREOF. THE SCOPE OF
THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN
ANY COURT AND THAT RELATE TO THIS NOTE, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF THE
COMPANY AND THE HOLDER OF THIS NOTE ACKNOWLEDGES THAT THIS WAIVER IS A




8









 






	 	 	MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON
THIS WAIVER IN ENTERING INTO THIS TRANSACTION, AND THAT EACH WILL CONTINUE TO RELY ON THIS
WAIVER IN ITS RELATED FUTURE DEALINGS. EACH OF THE COMPANY AND THE HOLDER OF THIS NOTE
FURTHER WARRANTS AND REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL,
AND THAT EACH HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE TRANSACTION DOCUMENTS, OR TO ANY
OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS NOTE. IN THE EVENT OF LITIGATION, THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. EACH OF THE COMPANY AND
THE HOLDER OF THIS NOTE ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND THAT
MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF EACH. EACH OF THE COMPANY AND THE HOLDER OF THIS
NOTE HEREBY IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS NOTE OR ANY AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY MAY BE BROUGHT
IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY OR OF THE UNITED STATES
OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND HEREBY EXPRESSLY SUBMITS TO THE
PERSONAL JURISDICTION AND VENUE OF SUCH COURTS FOR THE PURPOSES THEREOF AND EXPRESSLY WAIVES
ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT SUCH COURTS ARE AN INCONVENIENT FORUM. EACH
OF THE COMPANY AND THE HOLDER OF THIS NOTE HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS ADDRESS
SET FORTH IN SECTION 12.2 OF THE NOTE PURCHASE AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE
TEN (10) DAYS AFTER SUCH MAILING.
	 
	12.	 	Headings. 
	 
	 	 	The headings in this Note are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.
	 
	13.	 	Severability.
	 
	 	 	If any one or more of the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired, unless the provisions




9









 






	 	 	held invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.
	 
	14.	 	Substitution and Replacement.
	 
	 	 	This Note substitutes and replaces in its entirety that
certain $2,500,000 Promissory Note
dated as of April      , 2007
issued 
by VSS-Cambium Merger Corp., predecessor-in-interest to the Company, to the Holder (the “Original Note”) and is issued in accordance
with Section 8.1(s) of the Note Purchase Agreement.





[Signature Page Follows]









10









 











     IN WITNESS WHEREOF, the Company has caused this Promissory Note to be duly executed as of the
date first written above.



	 	 	 	 	 
	 	 	COMPANY
	 
	 	 	CAMBIUM LEARNING, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






11









 






SCHEDULES TO 




NOTE PURCHASE AGREEMENT




April 12, 2007




VSS-CAMBIUM MERGER CORP.

(which on the Closing Date will be merged with and into Cambium Learning, Inc.)

AS COMPANY




VSS-CAMBIUM HOLDINGS, LLC.

AS GUARANTOR




TCW/CRESCENT MEZZANINE PARTNERS IV, L.P.

TCW/CRESCENT MEZZANINE PARTNERS IVB, L.P.

MAC CAPITAL, LTD.

NEW YORK LIFE INVESTMENT MANAGEMENT MEZZANINE PARTNERS II, LP

NYLIM MEZZANINE PARTNERS II PARALLEL FUND, LP

GOLDENTREE CAPITAL SOLUTIONS FUND FINANCING

GOLDENTREE CAPITAL OPPORTUNITIES, LP

AS PURCHASERS




AND




THE OTHER PURCHASERS FROM TIME TO TIME

A PARTY HERETO




AND




TCW/CRESCENT MEZZANINE PARTNERS IV, L.P.

AS ADMINISTRATIVE AGENT

 








 









 








	 	 	 
	Schedule 1

	 	Mortgaged Property
	Schedule 2

	 	Refinancing
	Schedule 3

	 	Subsidiary Guarantor
	Schedule 5.3

	 	Governmental Contents
	Schedule 5.5(b)

	 	Real Property
	Schedule 5.6(a)


Schedule 5.6(b)

	 	Intellectual Property Claims 

Intellectual Property, Licenses and Registrations
	Schedule 5.6(c)

	 	Violations
	Schedule 5.7(a)

	 	Subsidiaries
	Schedule 5.7(b)

	 	Organizational Chart
	Schedule 5.9

	 	Material Contracts
	Schedule 5.18

	 	Environmental Matters
	Schedule 5.19

	 	Insurance
	Schedule 5.21

	 	Acquisition Agreement Exhibits and Schedules
	Schedule 5.24

	 	Commission Fees
	Schedule 8.2(a)(ii)

	 	Outstanding Indebtedness
	Schedule 8.2(b)(iii)

	 	Permitted Liens
	Schedule 8.2(d)

	 	Investments
	Schedule 8.2(i)

	 	Affiliate Transactions







 












 





Schedule 1 

Mortgaged Property



None.





 









 








Schedule 2

Refinancing



1. Long-term note payable to Stuart Horsfall in the amount of $17,500,000, interest at 5.5%
payable semi-annually, due January 30, 2009.



2. Amounts outstanding under the Credit Agreement dated as of March 7, 2005, and amended
on February 27, 2006, among Cambium Learning, Inc. as the Borrower, EdNewco, LLC, and the
Subsidiaries of the Borrower, each, as a Guarantor, and Citizens Bank of Massachusetts as the
Lender.




 









 








Schedule 3

Subsidiary Guarantor





	•	 	Cambium Learning, Inc.
	 
	•	 	Sopris West Educational Services, Inc.
	 
	•	 	IntelliTools, Inc.
	 
	•	 	Kurzweil Educational Systems, Inc.
	 
	•	 	Cambium Learning (New York), Inc.




 









 











Schedule 5.3

Governmental Consents



None.





 











 





Schedule 5.5 (b)



Real Property




No owned real property.




Leased property: see chart below.




	 	 	 	 	 	 	 
	Illegible	 	Location	 	Location	 	Description
	Cambium
Learning,
Inc.

	 	313 Speen Street

Natick, MA 01760
	 	Gerrity Family

Associates, LLC
	 	Lease dated March ___,
2005 by and between
Cambium Learning, Inc.
and Gerrity Family
Associates LLC
	 
	 	 	 	 	 	 
	Kurzwell 

Educational 

Services

	 	100 Crosby Drive

Bedford, MA 01730
	 	Computervision

Corporation
	 	Sublease Agreement
dated January 11, 2005
by and between
Computervision
Corporation and Kurzwell
Educational Services
	 
	 	 	 	 	 	 
	Sopris West
Educational
Services,
Inc.

	 	4093 Specialty Place

Longmont, CO 80504
	 	Cactus Investments,

LLP
	 	Lease Agreement dated
June 1, 2003 by and
between Cactus
Investments, LLP and
Sopris West Educational
Services, Inc.
	 
	 	 	 	 	 	 
	Sopris West
Educational
Services,
Inc.

	 	4185 Salazar Way

Frederick, CO 80504
	 	Opus Northwest,
L.L.C.
	 	Build-to-Suit Net Lease
made as of September
30, 2005 by and between
Opus Northwest, L.L.C.
and Sopris West
Educational Services,
Inc., as amended by The
First Amendment to
Build-to-Suit Net Lease
dated as of December 8,
2005 and by Second
Amendment to Build-to-Suit Net Lease dated as
of October 6, 2008
	 
	 	 	 	 	 	 
	Intellitools,
Inc.

	 	1720 Corporate Circle

Pataluma, CA 94854
	 	RNM Lakeville, L.P.
	 	Lease dated November
16, 1998 by
and between RNM
Lakeville, L.P. and
Intellitools, Inc.
	 
	 	 	 	 	 	 
	Sopris West
Educational
Services,
Inc.

	 	1736 Northeast

Riddle Road

Bremerton, WA

98310
	 	Rlddell Square

Associates
	 	Lease Agreement dated
October 27, 2005 by and
between Riddell Square
Associates and Sopris
West Educational
Services, Inc.






 









 






Schedule 5.6(a)



Intellectual Property Claims





	1.	 	Potential breach claim due to Intellitools reducing Anne-Patrice Hickey’s royalty rate to
reflect subsequent
enhancements Intellitools made to IntelliMathics at its cost. Ms. Hickey has not explicitly
agreed to this
concept and states she should be paid at full rate forever as long as any version of
IntelliMathics is sold.
Intellitools has paid Ms. Hickey at 85% of her normal rate since 2004 when IntelliTools
Classroom Suite
(ICS) was first released, as that version 3.0 release represented a significant dilution of the
intellectual
property she contributed to the 1.0 version of IntelliMathics that is part of ICS. Ms. Hickey’s
stated bonus
(i.e. royalty) rate is 6.67%. The Company paid royalties of $36,000 in each of 2004 and 2005.
Payments
would have been $13,000 higher if the Company had not reduced the payout to 85% of normal. Ms.
Hickey’s attorney has sent correspondence to the Company alleging any change in his client’s
bonus is a
breach of the underlying contract. No formal complaint or suit has been filed to date.
	 
	2.	 	Letter dated February 11, 2005 received on behalf of Intellishare LLC alleging trademark
infringement of
INTELLISHARE mark. Intellitools feels it may have prior use rights in schools. Subsequent
discussions
with the management of Intellishare LLC resulted in an oral understanding between the parties
whereby
Intellishare LLC agreed to not use such mark in any of its products in schools. No further
action is
anticipated.
	 
	3.	 	Touchstone Applied Sciences Associates, Inc. (“TASA”) has sent the Cambium Learning, Inc. (the
“Company”) a cease and desist letter dated October 11, 2006, terminating their license agreement
with the
Company and demanding that the Company immediately cease and desist use of all DRP products in
any of
the Company’s products and that any programs containing DRP assessments be destroyed or shipped
to
TASA. The Company has rejected any attempt to terminate this license and so informed TASA in an
email
dated October 19, 2006. In a letter dated December 12, 2006, TASA proposed that the original
license
term end on December 4, 2008, “unless the parties can agree upon a revised amount which is fair
and
appropriate for the balance of the initial term, and the renewal term.” In an email dated
December 22, 2006,
counsel for the Company reiterated its position that the original contract was still valid. On
February 26,
2007, TASA filed a complaint in the District Court in Southern District of New York, a copy of
which has
been made available to Administrative Agent’s counsel.




 









 











Schedule 5.6(b)



Intellectual Property, Licenses and Registrations




     See attached.



 









 





Registered Trademarks





 











 





CAMBIUM LEARNING, INC., AND AFFILIATES




FEDERAL REGISTERED MARKS




March 29, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Date of First	 	Date of	 	§§ 8 & 15	 	§§ 8 & 9
	Registrant/Client1	 	Mark	 	Serial No.	 	Registration No.	 	Class of Goods/Services	 	Use	 	Registration	 	Aff.2 Due	 	Renewal3 Due
	Sopris West Educational
Services, Inc./Cambium
Learning, Inc.

8974.003

	 	ACCELERATION
STATION

(Assignor: Wordware
Publishing, Inc.


Assignee: Sopris West
Educational Services,
Inc.


Recordation Date:
10/25/2005)
	 	75/871,717
	 	 	2,598,650	 	 	9—Computer programs sold by
individual grade level and
subject; namely reading,
writing, mathematics, science,
social studies, biology, and
algebra; applied as an
educational diagnostic,
accelerated instruction, and test
preparation resource.
	 	4/18/2002;
4/19/2002
(in
commerce)
	 	7/23/2002
	 	7/23/2007-

7/23/2008
	 	7/23/2011-

7/23/2012
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cambium Learning, Inc.

8974.003

	 	CAMBIUM
LEARNING


(Assignors: Cambium
Learning, Inc.,
Cambium Learning (New
York), Inc., & Sopris
West Educational
Services, Inc.



Assignee: Citizens Bank
of Massachusetts


Recordation Date:
3/15/2005



Conveyance: Security
Interest)


	 	76/558.661
	 	 	3,051,380	 	 	9—Prerecorded CD-ROMs,
videotapes, laser disks, DVD’s,
downloadable electronic
publications, and downloadable
video recordings, all featuring
curricular information, books,
textbooks, teaching information,
information for parents, guides
for students, student workbooks,
student test materials, and
materials for assessing student
abilities, disabilities, and
performance for grades K-12 in
the fields of pre-college courses
in reading, language arts,
literacy, mathematics, social
studies, pre-kindergarten
studies, special education,
understanding and helping
children with special
	 	2/2004
	 	1/24/2006
	 	1/24/2011-

1/24/2012
	 	1/24/2015-

1/24/2016








 




			
	1	 	Sometimes registrant/owner’s name is not the same as the client’s name. Generally,
registrant/owner’s name will be first listed followed by a slash and then the client’s name.

	 
	2	 	Affidavits are done just once.
	 
	3	 	(1) On or after 10/30/99, a new Combined Declaration of Use in Commerce & Application for Renewal of
Registration of a  Mark Under Sections 8 & 9 must be submitted every 10th year within one
year prior to registration expiration date. Put in next 10-year due date after current renewal is
granted. (2) Renewal deadline does not include six-month grace period. If combined
declaration/renewal application is filed during the six-month period following the deadline shown
here, an extra $200 ($100 for § 8 declaration and $100 for § 9 application) grace period fee must
be paid in addition to $500 combined §§ 8 and 9 filing fee.




 









 










March 29, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Date of First	 	Date of	 	§§ 8 & 15	 	§§ 8 & 9
	Registrant/Client1	 	Mark	 	Serial No.	 	Registration No.	 	Class of Goods/Services	 	Use	 	Registration	 	Aff.2 Due	 	Renewal3 Due
	 

	 	 	 	 	 	 	 	educational needs, professional
development for teachers, and
instructional resources and
strategies.


16—Printed materials, namely,
books, textbooks, teaching
information, information for
parents, guides for students,
student workbooks, student test
materials, and materials for
assessing student abilities,
disabilities, and performance for
grades K-12 in the fields of pre-college courses in reading,
language arts, literacy,
mathematics, social studies, pre-kindergarten studies, special
education, understanding and
helping children with special
educational needs, professional
development for teachers and
instructional resources and
strategies.


41—Educational services,
namely, teacher training,
instructional services provided
to students, and developing
customized educational
curricular materials for school
systems in the fields of pre-college courses in reading,
language arts, literacy,
mathematics, social studies, pre-kindergarten studies, special
education, understanding and
helping children with special
educational needs, professional
development for teachers and
instructional resources and
strategies.	 	 	 	 	 	 	 	 






2









 






March 29, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Date of First	 	Date of	 	§§ 8 & 15	 	§§ 8 & 9
	Registrant/Client1	 	Mark	 	Serial No.	 	Registration No.	 	Class of Goods/Services	 	Use	 	Registration	 	Aff.2 Due	 	Renewal3 Due
	Intellitools, Inc./Cambium
Learning, Inc

8974.003

	 	CLICKIT!
	 	74/500,574
	 	 	1,941,684	 	 	9—Computer software utility
program for use in making
overlays for computer input
devices.
	 	12/23/1994
	 	12/12/1995
	 	Filed

Accepted
	 	(1st 10-yr.

Renewal granted

12/14/2005)


12/12/2014-

12/12/2015
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Intellitools, Inc.,/Cambium
Learning, Inc.

8974.003

	 	CLICKIT!
	 	 	 	CTM
000664573
	 	9—Computer software;
computer software program for
use in making overlays for
computer input devices.
	 	 	 	6/22/1999
	 	 	 	10/21/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sopris West Educational
Services, Inc./Cambium
Learning, Inc.

8974.003

	 	COLLEAGUE IN THE
CLASSROOM


(Assignors: Cambium
Learning, Inc., Cambium
Learning (New York),
Inc., & Sopris West
Educational Services, Inc.
Assignee: Citizens Bank
of Massachusetts


Recordation Date:
	 	78/270,076
	 	 	2,874,724	 	 	9—CD ROMs on the topic of
elementary school education.
	 	2000;
9/15/2001
(in commerce)
	 	8/17/2004
	 	8/17/2009-

8/17/2010
	 	8/17/2013-

8/17/2014
	 

	 	3/15/2005


Conveyance: Security

Interest)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Intellitools, Inc./Cambium
Learning, Inc

8974.003

	 	Design — Dove
	 	74/385,305
	 	 	1,819,781	 	 	9—Word processing computer
software and manual therefor
sold as a package.
	 	3/18/1993
	 	2/8/1994
	 	Filed

Accepted
	 	(1st 10-yr. Renewal granted

2/17/2004)


2/8/2013-

2/8/2014
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Intellitools, Inc./Cambium
Learning, Inc

8974.003

	 	Design -Hand
	 	74/369,180
	 	 	1,871,843	 	 	9—Computer keyboards and
parts therefor.
	 	11/1992;
3/1/1993 (in
commerce)
	 	1/3/1995
	 	Filed

Accepted
	 	(1st 10-yr.

Renewal granted

1/28/2005)

1/3/2014-

1/3/(2015






3









 






March 29, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date of First	 	Date of	 	§§ 8 & 15	 	§§ 8 & 9
	Registrant/Client1	 	Mark	 	Serial No.	 	Registration No.	 	Class of Goods/Services	 	Use	 	Registration	 	Aff.2 Due	 	Renewal3 Due
	Sopris West has
exclusive license
with Dynamic
Measurement Group
to publish DIBELS
material


Dynamic Measurement
Group., Inc.,
 (Oregon
Corporation)
 5040
Talisman Eugene OR
97405

	 	DIBELS
	 	 	7810864	 	 	 	2,750,275	 	 	41—Providing on-line
instructional,
educational, testing
and teaching materials
and distributing
course materials in
connection therewith
in the field of
literacy and early
literacy skills,
monitoring and
assessment via a
global computer
network
	 	 	 	8/12/2003
	 	 	 	Dynamic Measurement
Group’s attorneys
monitor and
maintain this mark.







4











 





March 29, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date of First	 	Date of	 	§§ 8 & 15	 	§§ 8 & 9
	Registrant/Client1	 	Mark	 	Serial No.	 	Registration No.	 	Class of Goods/Services	 	Use	 	Registration	 	Aff.2 Due	 	Renewal3 Due
	Sopris West has

exclusive license with
Dynamic Measurement

Group to publish 

DIBELS material 


Dynamic Measurement Group, 

Inc. (Oregon Corporation) 

5040 Talisman 

Eugene OR 97405

	 	DIBELS
	 	 	7808633	 	 	 	2,771,559	 	 	41—Educational research;
educational testing;
instruction
in the field of literacy and
early literacy skills,
monitoring and
assessment of student progress
and outcomes; education and
educational services in the
nature of workshops, classroom
instruction, seminars,
professional development, and
in-service and pre-service
training in the field of
literacy
and early literacy skills,
monitoring and assessment of
student progress and outcomes;
standardized testing;
preparing,
administering and scoring
standardized tests;
measurement
evaluations in the areas of
literacy, early literacy
skills for
educational purposes;
providing
seminars, training and
educational conferences, all
of
the foregoing in the areas of
literacy and early literacy
skills,
monitoring and assessment of
student progress and outcomes;
publication of educational
books, periodical reports, and
teaching materials in the
areas
of literacy and early literacy
skills, monitoring and
assessment of student progress
and outcomes.
	 	 	 	10/7/2003
	 	 	 	Dynamic
Measurement
Group’s attorneys
monitor and
maintain this
mark.






5









 






March 29, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date of First	 	Date of	 	§§ 8 & 15	 	§§ 8 & 9
	Registrant/Client1	 	Mark	 	Serial No.	 	Registration No.	 	Class of Goods/Services	 	 Use	 	 Registration	 	Aff.2 Due	 	Renewal3 Due
	Sopris West has exclusive 

license with Dynamic 

Measurement Group to publish 

DIBELS material 


Dynamic Measurement Group, 

Inc. (Oregon Corporation) 

5040 Talisman
Eugene OR 97405

	 	DIBELS
	 	 	78108626	 	 	 	2,729,165	 	 	16—Printed
instructional,
educational and
teaching materials in
the areas of literacy
and early literacy
assessment and skills;
educational books,
periodical reports and
printed teaching
materials in the areas
of literacy skills and
early literacy skills,
monitoring and
assessing student
outcomes, skill and
progress.
	 	 	 	6/24/2003
	 	 	 	Dynamic Measurement
Group’s attorneys
monitor and maintain
this mark.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sopris West Educational
Services, Inc./Cambium
Learning, Inc.
894.003

	 	THE HERMAN METHOD

(Assignor: Lexia

Learning Systems,

Inc.

Recordation Date:

5/9/2006)
	 	 	76/557,974	 	 	 	2,904,503	 	 	16—Printed materials,
namely, instructional
and teaching
materials, flash
cards, texts,
stationery, course
materials all for use
in the field of
teaching remedial
reading students how
to process information
correctly.
	 	5/1/1975
	 	11/23/2004
	 	11/23/2009-11/23/2010
	 	11/23/2013-11/03/2014
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IntelliTools, Inc./Cambium
Learning, Inc 8974.003

	 	INTELLIKEYS
	 	 	74/267,040	 	 	 	1,785,295	 	 	9—Computer keyboard.
	 	3/6/1992
	 	8/3/1993
	 	Filed

Accepted
	 	(1st 10-yr. Renewal
granted 7/26/2003)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IntelliTools, Inc./Cambium
Learning, Inc.
8974.003

	 	INTELLIKEYS
	 	 	 	 	 	CTM 000664540
	 	9—Computer keyboards.
	 	 	 	8/16/1999
	 	 	 	8/3/2012-8/3/2013

10/21/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IntelliTools, Inc.,/Cambium
Learning, Inc. 8974.003

	 	INTELLMATHICS
	 	 	78/020,510	 	 	 	2,622,289	 	 	9—Computer software,
namely, educational
software for teaching
K-6 level mathematics
and problem-solving to
children with
disabilities.
	 	4/30/2001
	 	9/17/2002
	 	9/17/2007-9/17/2008
	 	9/17/2011-9/17/2012
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IntelliTools, Inc,/Cambium
Learning, Inc. 8974.003

	 	INTELLIPICS
	 	 	74/469,785	 	 	 	1,993,803	 	 	9—Educational
computer software
featuring activities
for children and
instruction manuals
therefor sold as a
unit.
	 	6/28/1994
	 	8/13/1996
	 	Filed Accepted
	 	8/13/2005-8/13/2006

8/13/2006 PTO

7/12/2006






6









 






March 29, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	Date of First	 	Date of	 	§§ 8 &15	 	§§ 8 &9
	Registrant/Client1	 	Mark	 	Serial No.	 	Registration No.	 	Class of Goods/Services	 	 Use	 	 Registration	 	Aff.2 Due	 	Renewal3 Due
	IntelliiTools,
Inc./Cambium
Learning, Inc
8974.003

	 	INTELLISWITCH
	 	78/620,718
	 	 	3,124,948	 	 	9—Computer input
device, namely, a
mechanically operated
switch which, together
with software, allows a
disabled person to
instruct a computer.
	 	1/2006
	 	8/1/2006
	 	8/l/20ll-8/1/2012
	 	8/1/2015-8/1/2016
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IntelliTools,
Inc./Cambium
Learning, Inc
8974.003

	 	INTELLITALK
	 	74/385,828
	 	 	1,821,115	 	 	9—Computer software and
manual therefor, sold as
a package, for word
processing with voice
output capability,
primarily for
instructional use in
learning languages.
	 	3/18/1993
	 	2/15/1994
	 	Filed Accepted
	 	(1st10-yr. Renewal
granted 2/17/2004)
2/15/2013-2/15/2014
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IntelliTools,
Inc./Cambium
Learning, Inc
8974.003

	 	INTELLITALK II
	 	75/870,831
	 	 	2,447,137	 	 	9—Computer software and
manual therefor, sold as
a package, for-word
processing with voice
output capability,
primarily for
instructional use in
learning languages.
	 	3/2000
	 	4/24/2001
	 	Filed

Accepted
	 	4/24/2010-4/24/2011
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IntelliTools,
lnc.,/Cambium
Learning, Inc
8974.003

	 	INTELLITOOLS
	 	74/323,114
	 	 	1,838,992	 	 	9—Computer keyboards
and parts therefor.
	 	10/19/1992;
5/13/1993 (in
commerce)
	 	6/7/1994
	 	Filed Accepted
	 	(1st 10-yr. Renewal

granted 6/16/2004)

6/7/2013-6/7/2014







7











 





March 29, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Registrant/Client1	 	Mark	 	Serial No.	 	Registration No.	 	Class of Goods/Services	 	Date of First
Use	 	Date of 
Registration	 	§§ 8 & 15
Aff.2 Due	 	§§ 8 & 9
Renewal3 Due
	IntelliTools, Inc./Cambium
Learning, Inc 8974.003

	 	INTELLITOOLS
	 	 	78/392,347	 	 	 	3,026,840	 	 	9—Educational computer
software for use in connection
with K-6 students and severely
physically challenged computer
users, namely, computer
software for creating custom
keyboard configurations,
computer software for creating
graphic works, computer
software for word processing
with voice output capability,
computer software for use in
teaching multiple languages,
educational computer software
featuring activities for children,
computer software programs
especially adapted for severely
physically challenged computer
users operating an on/off device
for activation and selection
educational software for
teaching K-6 level reading,
mathematics and problem
solving, computer software
utility program for use in
making overlays for computer
input devices, computer
software which allows both
teachers and students to author
learning activities, create
animation, import pictures,
import movies, and import web
content.
	 	4/2/2001
	 	12/13/2005
	 	12/13/2010-12/13/2011
	 	12/13/2014-12/13/2015
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Kurzweil Educational Systems,
Inc./Cambium Learning, Inc.

	 	KURZWEIL 3000

LEARNSTATION
	 	 	76/540,101	 	 	 	2,977,602	 	 	 9—Educational computer
software, namely, software that
assists with reading, writing and
learning for use by individuals
of all ages with learning
disabilities and language and
literacy difficulties.
	 	12/7/2004
	 	7/26/2005
	 	7/26/2010-

7/26/2011
	 	7/26/2014-

7/26/2015






8









 





March 29, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Registrant/Client1	 	Mark	 	Serial No.	 	Registration No.	 	Class of Goods/Services	 	Date of First
Use	 	Date of 
Registration	 	§§ 8 & 15
Aff.2 Due	 	§§ 8 & 9
Renewal3 Due
	Kurzweil Educational Systems,
Inc./Cambium Learning, Inc.

	 	KURZWEIL 3000
LEARNSTAT1ON
Ridout & Maybee
LLP, Ottawa, Ontario,
Canada, handled this
application for
registration, New
address for Ridout &
Maybee LLP as of
11/13/2006 is 100
Murray Street, 4th

Floor, Ottawa, Ontario
K1N 0AI.
	 	Canadian
Trademark
Application
No.
1,186,955
U.S.Serial
No.
76/540,101
	 	TMA667,947
U.S.
Registration No.
2,977,602
	 	9—Educational computer
software, namely, software that
assists with reading, writing and
learning for use by individuals
of all ages with learning
disabilities and language and
literacy difficulties.
	 	12/7/2004
	 	7/17/2006
	 	 	 	7/17/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Kurzweil Educational Systems,
Inc./Cambium Learning, Inc.
8974.003

	 	KURZWEIL

EDUCATIONAL

SYSTEMS
	 	 	75/172,274	 	 	 	2,628,458	 	 	9—Computer software for
teaching reading skills and for
facilitating the reading of
printed or electronically-
transmitted material having
document management, optical
character recognition, voice
synthesizing, and speech-recognition capabilities;
electronic reading system
comprised of the aforesaid
software, a personal computer,
and an optical character
recognition scanner.
	 	9/1/1996;
12/1/1996
(in
commerce)
	 	10/1/2002
	 	10/1/2007-

l0/1/2008
	 	10/1/2011-

10/1/2012
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sopris West Educational
Services, Inc./Cambium
Learning, Inc.
8974.003

	 	LANGUAGE!
(Assignor: Jane Fell
Greene
	 	 	78/044,933	 	 	 	2,843,797	 	 	9—Prerecorded videos and CD
ROMs featuring teacher training
and student instruction in the
field of reading and writing.
	 	10/28/2003
	 	5/18/2004
	 	5/18/2009-

5/18/2010
	 	5/18/2013-

5/18/2014
	 

	 	Recordation Date:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	10/18/2006	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sopris West Educational
Services, Inc./Cambium
Learning, Inc.
8974.003

	 	LANGUAGE! and
Design
(Assignor: Jane Fell Greene
	 	 	76199,893	 	 	 	2,627,554	 	 	16—Printed publications
namely, a series of non-fiction
books, training manuals and teacher and student workbooks, all in the field of literacy.
	 	7/1994
	 	10/1/2002
	 	10/1/2007-

10/1/2008
	 	10/1/2011-

10/1/2012
	 

	 	Recordation Date:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	10/18/2006)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






9









 





March 29, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Registrant/Client1	 	Mark	 	Serial No.	 	Registration No.	 	Class of Goods/Services	 	Date of First
Use	 	Date of 
Registration	 	§§ 8 & 15
Aff.2 Due	 	§§ 8 & 9
Renewal3 Due
	Sopris West Educational
Services, Inc./Cambium
Learning, Inc.
8974.003

	 	LETRS
	 	 	767645,173	 	 	 	3,128,544	 	 	9—CD-ROMs containing visual
materials, video clips, and other
information for use by
presenters engaged in teacher
training in reading instruction.

	 	2/19/2004
	 	8/15/2006
	 	8/15/2011-

8/15/2012
	 	8/15/2015-

8/15/2016
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	16—Primed materials, namely, presenter and participant
manuals in the area of teacher
training in reading instruction.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	41—Educational services,
namely, providing teacher
training in the area of reading
instruction.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cambium Learning (New York),
Inc.
8974.003

	 	METRO MATH
(Assignor: Metropolitan
Teaching and Learning
Co., Inc.; Metropolitan
Teaching and Learning
Company, Inc.;
Metropolitan Teaching
and Learning Company 


Recordation Date:
12/16/2003)
(Assignors: Cambium
	 	 	70975,770	 	 	 	2,814,903	 	 	16—Printed instructional,
educational and teaching
materials for children, namely
textbooks, workbooks,
pamphlets, and brochures, in the
field of education, instructors
materials, namely teacher-edition guidebooks, lesson
plans, paper and plastic
transparencies and testing
materials, namely, exercise
sheets and books directed to
exam preparation.
	 	4/1/1999
	 	2/17/2004
	 	2/17/2009-

2/17/2010-
	 	2/17/2013-

2/17/2014-
	 

	 	Learning, Inc.,
Cambium Learning
(New York), Inc.,&
Sopris West
Educational Services,
Inc. 


Assignee: Citizens	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Bank of Massachusetts
Recordation Date:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	3/15/2005

Conveyance: Security	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Interest)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






10









 




March 29, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Registrant/Client1	 	Mark	 	Serial No.	 	Registration No.	 	Class of Goods/Services	 	Date of First
Use	 	Date of 
Registration	 	§§ 8 & 15
Aff.2 Due	 	§§ 8 & 9
Renewal3 Due
	Cambium Learning (New York),
Inc.
8974.003

	 	METRO
METROPOLITAN
TEACHING AND
LEARNING
COMPANY and Design
(Assignor: Metropolitan
	 	 	75/561208	 	 	 	2,385,693	 	 	9—Computer software,
prerecorded video tapes,
audiocassettes, and CD-ROMs
featuring educational instruction
for use in the educational
marketplace.
	 	4/1/1999
	 	6/25/2002
	 	6/25/2007-

6/25/2008
	 	6/25/2011-

6/25/2012
	 

	 	Teaching and Learning
Co., Inc.; Metropolitan
Teaching and Learning
Company, Inc.;
Metropolitan Teaching
and Learning Company 


Recantation Date:
12/16/2003)
	 	 	 	 	 	 	 	 	 	16—Printed instructional.
educational and teaching
materials for children, namely,
textbooks, workbooks,
pamphlets, brochures,
instructors’ materials, namely.
teacher-edition guidebooks,
lesson plans, paper and plastic
transparencies, and testing
materials, namely, exercise
sheets and books directed to
exam preparation.	 	 	 	 	 	 	 	 







11











 





March 29, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Date of First	 	Date of	 	§§ 8 & 15	 	§§ 8 & 9
	Registrant/Client1	 	Mark	 	Serial No.	 	Registration No.	 	Class of Goods/Services	 	Use	 	Registration	 	Aff. 2 Due	 	Renewal3 Due
	Cambium Learning (New York),
Inc.

8974.003

	 	METRO
NONFICTION
BOOKBAG

(Assignor:
Metropolitan
Teaching and
Learning Co., Inc.;
Metropolitan
Teaching and Learning
Company, Inc.;
Metropolitan
Teaching and
Learning Company


Recordation Date:
12/16/2003)


(Assignors: Cambium
Learning, Inc.,
Cambium Learning
(New York), Inc., &
SoprisWest
Educational Services,
Inc.


Assignee: Citizens
Bank of Massachusetts

Recordation Date:
	 	76/975,773
	 	 	2,834,219	 	 	16—Printed instructional,
educational and teaching
materials for children, namely
textbooks, workbooks,
pamphlets, and brochures, in
the field of education,
instructors
materials, namely teacher-edition guidebooks, lesson
plans, paper and plastic
transparencies and testing
materials, namely, exercise
sheets and books directed to
exam preparation.
	 	5/1/2001
	 	4/20/2004
	 	4/20/2009-

4/20/2010
	 	4/20/2013-

4/20/2014
	 

	 	3/15/2005

Conveyance: Security

Interest)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






12









 






March 29, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Date of First	 	Date of	 	§§ 8 & 15	 	§§ 8 & 9
	Registrant/Client1	 	Mark	 	Serial No.	 	Registration No.	 	Class of Goods/Services	 	Use	 	Registration	 	Aff.2 Due	 	Renewal3 Due
	Cambium Learning (New York),
Inc.

8974.003

	 	METRO READING
PROGRAM

(Assignor: Metropolitan
Teaching and Learning
Co., Inc.; Metropolitan
Teaching and Learning
Company, Inc.;
Metropolitan Teaching
and Learning Company


Recordation Date:
12/16/2003)


(Assignors: Cambium
Learning, Inc.,
Cambium Learning
(New York), Inc., &
Sopris West
Educational Services,
Inc.


Assignee: Citizens
Bank of Massachusetts

Recordation Date:
	 	76/975,771
	 	 	2,806,544	 	 	16—Printed instructional,
educational and teaching
materials for children, namely
textbooks, workbooks,
pamphlets, and brochures, in the
field of education, instructors
materials, namely teacher-edition guidebooks, lesson
plans, paper and plastic
transparencies and testing
materials, namely, exercise
sheets and books directed to
exam preparation.
	 	4/1/1999
	 	1/20/2004
	 	1/20/2009-

1/20/2010
	 	1/20/2013-

1/20/2014
	 

	 	3/15/2005

Conveyance: Security

Interest)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






13









 






March 29, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Date of First	 	Date of	 	§§ 8 & 15	 	§§ 8 & 9
	Registrant/Client1	 	Mark	 	Serial No.	 	Registration No.	 	Class of Goods/Services	 	Use	 	Registration	 	Aff.2 Due	 	Renewal3 Due
	Sopris West Educational
Services, Inc./Cambium
Learning, Inc.
8974.003

	 	NO TEACHER LEFT
UNSUPPORTED


(Assignors: Cambium
Learning, Inc.,
Cambium Learning
(New York), Inc., &
Sopris West
Educational
Services, Inc.


Assignee: Citizens
Bank of
Massachusetts

Recordation Date:
	 	76/161,029
	 	 	2,817,092	 	 	41—Publication and online
publication of books, text
books, manuals and
educational materials,
namely brochures, leaflets,
journals and pamphlets in
the field of children’s
education.
	 	4/11/2002;

4/24/2002

(in commerce)
	 	2/24/2004
	 	2/24/2009-

2/24/2010
	 	2/24/2013-

2/24/2014
	 

	 	3/15/2005


Conveyance:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Security Interest)

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Intellitools, Inc./Cambium
Learning, Inc
8974.003

	 	OVERLAY MAKER
	 	75/746,239
	 	 	2,345,576	 	 	9—Computer software for
creating custom keyboard
configurations and manuals
therefor sold as a unit.
	 	2/16/1993
	 	4/25/2000
	 	Filed

Accepted
	 	4/25/2009-

4/25/2010







14











 





March 29, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Date of First	 	Date of	 	§§ 8 & 15	 	§§ 8 & 9
	Registrant/Client1	 	Mark	 	Serial No.	 	Registration No.	 	Class of Goods/Services	 	Use	 	Registration	 	Aff.2 Due	 	Renewal3 Due
	Cambium Learning (New York),
Inc. 8974.003

	 	PROBLEM SOLVING
STEP BY STEP



(Assignor:
Metropolitan
Teaching and
Learning Co., Inc.;
Metropolitan
Teaching and
Learning Company,
Inc.; Metropolitan
Teaching and
Learning Company 



Recordation Date: 
12/16/2003)



(Assignors: Cambium
Learning, Inc.,
Cambium Learning
(New York), Inc., &
Sopris West
Educational
Services,
Inc.



Assignee: Citizens
Bank of
Massachusetts
Recordation Date:
3/15/2005



Conveyance:
Security Interest)
	 	76/486,353
	 	 	2,862,154	 	 	9—Computer software for
use in mathematics
instruction and testing;
prerecorded videotapes,
pre-recorded audio
cassettes, and prerecorded
CD-ROMs for use in
mathematics instruction and
testing. 



16—Printed instructional,
educational and teaching
materials for children,
namely text books,
workbooks, pamphlets, and
brochures; instructors’
materials, namely,
teacher-edition guidebooks,
lesson plans, paper and
plastic transparencies; and
testing materials, namely,
exercise sheets and books
directed to exam
preparation; all in the
field of mathematics.
	 	1/2/1999
	 	7/13/2004
	 	7/13/2009-7/13/2010
	 	7/13/2013-7/13/2014
	 

	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






15









 






March 29, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Date of First	 	Date of	 	§§ 8 & 15	 	§§ 8 & 9
	Registrant/Client1	 	Mark	 	Serial No.	 	Registration No.	 	Class of Goods/Services	 	Use	 	Registration	 	Aff.2 Due	 	Renewal3 Due
	Sopris West Educational
Services, Inc./Cambium
Learning, Inc. 8974.003

	 	READ WELL



(Assignors: Cambium
Learning, Inc.,
Cambium Learning
(New York), Inc., &
Sopris West
Educational
Services, Inc.



Assignee: Citizens
Bank of
Massachusetts
Recordation Date:
3/15/2005



Conveyance: Security Interest)
	 	78/168,123
	 	 	2,823,128	 	 	16—Printed publications,
namely a series of
children’s educational
books on the topics of
reading and writing.
	 	2/1998
	 	3/16/2004
	 	3/16/2009-3/16/2010
	 	3/16/2013-3/16/2014
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cambium Learning (New York),
Inc. 8974.003

	 	READING CENTRAL



(Assignors: Cambium
Learning, Inc.,
Cambium Learning
(New York), Inc.,&
Sopris West
Educational
Services, Inc.




Assignee: Citizens
Bank of
Massachusetts
Recordation Date:
3/15/2005




Conveyance: 
Security Interest)
	 	76/611,651
	 	 	3,165,698	 	 	16—Printed instructional,
educational and teaching
materials for children,
namely textbooks,
workbooks, pamphlets,
brochures, instructors
material in the nature of
teacher-edition guidebooks,
lesson plans, paper and
plastic transparencies and
testing materials in the
nature of exercise sheets
and books all directed to
exam preparation.
	 	1/1/2004
	 	10/31/2006
	 	10/31/2011-10/31/2012
	 	10/31/2015-10/31/2016
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Intellitools, Inc.,/Cambium
Learning, Inc 8974.003

	 	READYMADE
	 	78/139,953
	 	 	2,751,461	 	 	9—Educational computer
software featuring
activities for children and
instruction manuals
therefor sold as a unit.
	 	6/20/2002
	 	8/12/2003
	 	8/12/2009-8/12/2009
	 	8/12/2012-8/12/2013






16









 





March 29, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Date of first	 	Date of	 	§§ 8 & 15	 	§§ 8 & 9
	Registrant/Client1	 	Mark	 	Serial No.	 	Registration No.	 	Class of Goods/Services	 	Use	 	Registration	 	Aff.2 Due	 	Renewal1 Due
	Sopris West
Educational
Services,
Inc./Cambium
Learning, Inc.
8974.003

	 	REWARDS
	 	76/645,171
	 	 	3,190,657	 	 	16—Printed materials,
namely, teacher manuals,
student workbooks, posters,
and transparencies, all in
the area of reading
instruction 



41—Educational services,
namely, providing teacher
training in the area of
reading instruction
	 	7/12/2000
	 	1/02/07	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sopris West
Educational
Services,
Inc./Cambium
Learning, Inc.
8974.003

	 	RIDE
	 	76/645,170
	 	 	3,200,138	 	 	9—CD-ROMs featuring
tutorials for teachers in
the field of academic and
behavioral interventions
for the classroom in grades
pre-kindergarten-12



41—Educational services,
namely, providing online
teacher training via the
Internet in the field of
academic and behavioral
interventions for the
classroom in grades
pre-kindergarten-12
	 	1/21/1994
	 	1/23/07	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sopris West
Educational
Services,
Inc./Cambium
Learning, Inc.
8974.003

	 	STEP UP TO WRITING




(Assignors: Cambium
Learning, Inc.,
Cambium Learning
(New York), Inc., &
Sopris West
Educational
Services, Inc.



Assignee: Citizens
Bank of
Massachusetts
Recordation Date:
3/15/2005




Conveyance: Security Interest)

	 	76/199,932
	 	 	2,558,492	 	 	16—Books on writing
instruction; printed
training manuals in the
field of writing
instruction, student and
teacher workbooks in the
field of writing
instruction. 



41—Educational seminars,
namely teacher training in
the field of writing
instruction.
	 	8/1999
	 	4/9/2002
	 	4/9/2007-4/9/2008
	 	4/9/2011-4/9/2012
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







17











 





March 29, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Date of First	 	Date of	 	§§ 8 & 15	 	§§ 8 & 9
	Registrant/Client1	 	Mark	 	Serial No.	 	Registration No.	 	Class of Goods/Services	 	Use	 	Registration	 	Aff.2 Due	 	Renewal3 Due
	Sopris West
Educational Services,
Inc./Cambium
Learning, Inc. 8974.003

	 	STEP UP TO WRITING

(Design only)




(Assignors: Cambium
Learning, Inc.,
Cambium Learning
(New York), Inc., &
Sopris West
Educational
Services, Inc.





Assignee: Citizens
Bank of
Massachusetts




Recordation Date:
3/15/2005




Conveyance:
Security Interest)
	 	76/199,931
	 	 	3,038,689	 	 	16—Primary and secondary
educational books on
literacy training and
writing instructions;
printing training manuals
in the field of literacy
training and writing
instruction for children
and young adults.


41—Educational seminars,
namely teacher training in
the field of writing
instruction for children
and young adults.
	 	8/1999
	 	1/10/2006
	 	l/10/2011-1/10/2012
	 	1/10/2015-1/10/2016
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Intellitools,
Inc./Cambium Learning,
Inc 8974.003

	 	SWITCHIT
	 	75/554,320
	 	 	2,386,323	 	 	9—Computer software
programs especially adapted
for severly physically
challenged computer users
operating an on/off device
for activation and
selection.
	 	3/1998
	 	9/12/2000
	 	Filed Accepted
	 	9/12/2009-9/12/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cambium 
 Learning (New
York), Inc.
8974.003

	 	VIAJES
	 	76/585,735
	 	 	3,088,079	 	 	16—Printed instructional,
educational and teaching
materials for use in
teaching children
mathematics, namely,
textbooks, workbooks,
pamphlets, teacher-edition
guidebooks, lesson plans,
paper and plastic
transparencies, and testing
materials in the nature of
exercise sheets, exercise
worksheets, and exercise
form sheets.
	 	1/1/2005
	 	5/2/2006
	 	5/2/2011-5/2/2012
	 	5/2/2015-5/2/2016






18









 






March 29, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	 	 	Date of First	 	Date of	 	§§ 8 & 15	 	§§ 8 & 9
	
Registrant/Client1	 	Mark	 	Serial No.	 	Registration No.	 	Class of Goods/Services	 	Use	 	Registration	 	Aff.2 Due	 	Renewal3 Due
	Cambium Learning, Inc.
8974.003

	 	THE VOICE OF URBAN
EDUCATION





(Assignors: Cambium
Learning, Inc.,
Cambium Learning
(New York), Inc., &
Sopris West
Educational
Services, Inc.


Assignee: Citizens
Bank of
Massachusetts


Recordation Date: 
3/15/2005


Conveyance: 
Security Interest)
	 	76/577,405
	 	 	3,074,040	 	 	16— Printed instructional,
educational and teaching
materials for children,
namely, textbooks,
workbooks, pamphlets,
brochures, instructors
materials, namely,
teacher-edition guidebooks,
lesson plans, paper and
plastic transparencies, and
testing materials, namely,
exercise sheets and books
directed to exam
preparation, all in the
fields of math, reading,
English language studies,
and social studies.
	 	l/l/2005
	 	3/28/2006
	 	3/28/2011-

3/28/2012
	 	3/28/2015-

3/28/2016






19









 






Pending Trademarks

















 





     Check this with Docket to be sure Docket has all deadlines.



KOTIN, CRABTREE & STRONG, LLP

Federal Pending Mark Applications




March 29, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicant/Client1	 	Mark	 	Class	 	First Use	 	Serial No.	 	Action	 	Date
	IntelliTools, Inc./Cambium
Learning, Inc 8974.003

	 	INTELLIKEYS Janice
Przystal of Blake,
Cassels & Graydon
LLP, Toronto,
Ontario, Canada, is
handling this
application for
registration
	 	9—Computer keyboard.
	 	6/1/1992
	 	CIPO App. No.
1,302,158
	 	Filing Date
Examiner’s Report
Response Due
	 	5/18/2006
10/17/2006
2/17/2007 U.S. Reg.
No. 1,785,295
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Intellitools, Inc./Cambium
Learning, Inc 8974.003

	 	INTELLISWITCH
Riches, McKenzie &
Herbert LLP,
Toronto Ontario,
Canada, is handling
this application
for registration
	 	9—Computer input device.
	 	Proposed Use

in Canada
	 	CIPO App. No.
1,256,466
	 	Filing Date
	 	5/4/2005 but
claiming priority
filing date
of 5/2/2005
of U.S. Appl. No.
78/620718
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	IntelliTools, Inc./Cambium
Learning, Inc 8974.003

	 	INTELLITOOLS Janice
Przystal of Blake,
Cassels & Graydon
LLP, Toronto,
Ontario, Canada, is
handling this
application for
registration
	 	9—(1) Computer
keyboards and parts
therefore; and (2)
Educational computer
software for use in
connection with K-6
students and severely
physically challenged
computer users, namely,
computer software for
creating custom keyboard
configurations, computer
software for creating
graphic works, computer
software for word
processing with voice
output capability,
computer software for
use in teaching multiple
languages, educational
computer software
featuring activities for
children, computer
software programs
especially adapted for
severely physically
challenged computer
users operating an
on/off device for
activation and
selection, educational
software for teaching
K-6 level reading,
mathematics and problem
solving, computer
software utility program
for use in making
overlays for computer
input devices, computer
software which allows
both teachers and
students to author
learning activities,
create animation, import
pictures, import movies,
and import web contest.
	 	(1)7/1/1993; and
(2)6/2001
	 	CIPO App. No.
1,302,153 (This
application
combines into one
the two U.S. Class
9 registrations of
this mark.)
	 	Filing Date
Examiner’s Report
Response Due
	 	5/18/2006

10/17/2006

2/17/2007








 




			
	1	 	Sometimes applicant’s name is not the same as the client’s name.
Generally, applicant’s name will be first followed by a slash and client’s name.














 










	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicant/Client1	 	Mark	 	Class	 	First Use	 	Serial No.	 	Action	 	Date
	Sopris West Educational
Services, Inc./Cambium
Learning, Inc. 8974.003

	 	POSITIVE SCHOOL

CLIMATE
	 	41—Educational
services, namely,
providing online
advice and
information to
educators
concerning student
behavior, classroom
management, school
psychology,
educational
improvement, and
school discipline,
and concerning
texts and other
resources available
for in-depth study
of such issues
	 	12/2004
	 	76/645172
	 	Filing Date Office
Action Response to
PTO Office Action
Response Due
	 	8/15/2005 3/4/2006

8/4/2006 8/29/2006

2/29/2007






2









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicant/Client1	 	Mark	 	Class	 	First Use	 	Serial No.	 	Action	 	Date
	Sopris West Educational
Services, Inc./Cambium
Learning, Inc.
8974.003

	 	SOPRIS WEST
	 	9—Prerecorded CD-ROMs, videotapes, laser
disks, DVDs, downloadable electronic
publications, and downloadable video
recordings, all featuring curricular
information, books, textbooks, teaching
information, information for parents,
guides
for students, student workbooks, student
test
materials, and materials for assessing
student
abilities, disabilities, and performance,
in the
fields of reading, language arts,
literacy,
mathematics, social studies, student
behavior,
school climate, pre-kindergarten studies,
special education, understanding and
helping
children with special educational needs,
professional development for teachers, and
instructional resources and strategies,
all as
applicable to grades pre-Kindergarten-12
	 	1978
	 	76/645169
	 	Filing Date
Office Action
Response to PTO
Office Action
Response Due
	 	8/15/2005

3/7/2006

8/9/2006

8/29/2006

2/29/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	16—Printed materials, namely, books,
textbooks, teaching information,
information
for parents, guides for students, student
workbooks, student test materials, and
materials for assessing student abilities,
disabilities, and performance, in the
fields of
reading, language arts, literacy,
mathematics,
social studies, student behavior, school
climate, pre-kindergarten studies, special
education, understanding and helping
children
with special educational needs,
professional
development for teachers and instructional
resources and strategies, all as
applicable to
grades pre-kindergarten-12	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	41—Educational services, namely, teacher
training and coaching, instructional
services
provided to students, developing
customized
educational curricular materials for
school
systems, and conducting conferences and
institutes, all in the fields of reading,
language
arts, literacy, mathematics, social
studies,
student behavior, school climate, pre-kindergarten studies, special education,
understanding and helping children with
special educational needs, professional
development for educators, and
instructional
resources and strategies, as applicable
to
grades pre-kindergarten-12	 	 	 	 	 	 	 	 






3









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicant/Client1	 	Mark	 	Class	 	First Use	 	Serial No.	 	Action	 	Date
	Sopris West Educational
Services, Inc./Cambium
Learning, Inc.
8974.003

	 	Miscellaneous Design

(SOPRIS WEST Design / double

diamonds only)
	 	9—Prerecorded CD-ROMs, videotapes, laser
disks, DVDs, downloadable electronic
publications, and downloadable video
recordings, all featuring curricular
information, books, textbooks, teaching
information, information for parents,
guides
for students, student workbooks, student
test
materials, and materials for assessing
student
abilities, disabilities, and performance,
in the
fields of reading, language arts, literacy,
mathematics, social studies, student
behavior,
school climate, pre-kindergarten studies,
special education, understanding and
helping
children with special educational needs,
professional development for teachers, and
instructional resources and strategies,
all as
applicable to grades pre-kindergarten-12
	 	 	1978	 	 	76/645168
	 	Filing Date
Office Action
Response to PTO
Office Action
Response Due
	 	8/15/2005

3/7/2006

8/9/2006

8/30/2006

2/30/20007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	16—Printed materials, namely, books,
textbooks, teaching information,
information
for parents, guides for students, student
workbooks, student test materials, and
materials for assessing student abilities,
disabilities, and performance, in the
fields of
reading, language arts, literacy,
mathematics,
social studies, student behavior, school
climate, pre-kindergarten studies, special
education, understanding and helping
children
with special educational needs,
professional
development for teachers and instructional
resources and strategies, all as
applicable to
grades pre-kindergarten-12	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	41—Educational services, namely, teacher
training and coaching; instructional
services
provided to students, developing customized
educational curricular materials for school
systems, and conducting conferences and
institutes, all in the fields of reading,
language
arts, literacy, mathematics, social
studies,
student behavior, school climate, pre-
kindergarten studies, special education,
understanding and helping children with
special educational needs, professional
development for educators, and
instructional
resources and strategies, as applicable to
grades pre-kindergarten-12	 	 	 	 	 	 	 	 	 	 






4









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicant/Client1	 	Mark	 	Class	 	First Use	 	Serial No.	 	Action	 	Date
	Sopris West Educational Services,
Inc./Cambium Learning, Inc. 8974.003

	 	TRANSMATH
	 	16—Printed
materials, namely,
books, textbooks,
teachers’ guides,
manuals, program
guides, student
workbooks, student
test materials,
materials for
assessing student
abilities, and
teacher training
materials, all in
the field of
mathematics.
	 	Intent-to-Use
	 	76/665846
	 	Filing Date
	 	9/11/2006
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	41—Educational
services, namely,
conducting
workshops and
training for
teachers in the
field of
mathematics.	 	 	 	 	 	 	 	 







5









 








Copyrights

















 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	 

	 	 	 	 	 	 	 	 	 	 	 	 75
	
Cambium Learning, Inc.
	1

	 	Step up to writing
	 	Cambium Learning, Inc.
	 	TX-5-093-741
	 	19 Nov 99
	 	Maureen E. Auman
	 	29-Jun-05
	2

	 	Step up to writing : classroom reproducibles, 2nd edition, English : grades 3 and
above (adaptable for K-2)
	 	Cambium Learning, Inc.
	 	TX-5-559-865
	 	26 Jul 02
	 	Maureen E. Auman
	 	29-Jun-05
	3

	 	Step up to writing, 2nd edition : overhead masters for transparencies and student handouts
	 	Cambium Learning, Inc.
	 	TX-5-559-866
	 	26 Jul 02
	 	Maureen E. Auman
	 	29-Jun-05
	4

	 	Step up to Writing
	 	Cambium Learning, Inc.
	 	TX-5-587-956
	 	26 Jul 02
	 	Maureen E. Auman
	 	29-Jun-05
	5

	 	Write at your doorstep
	 	Cambium Learning, Inc.
	 	TX-5-583-845
	 	26 Sep 02
	 	Maureen E. Auman
	 	29-Jun-05
	6

	 	Step up to writing : level 1
	 	Cambium Learning, Inc.
	 	TX-5-618-964
	 	26 Jul 02
	 	Maureen E. Auman
	 	29-Jun-05
	7

	 	Step up to writing poster set
	 	Cambium Learning, Inc.
	 	TX-5-623-385
	 	26-Sep-02
	 	Maureen E. Auman
	 	29-Jun-05
	8

	 	Step up to writing, 2nd edition : professional development packet
	 	Cambium Learning, Inc.
	 	TX-5-623-389
	 	26 Sep 02
	 	Maureen E. Auman
	 	29-Jun-05
	9

	 	Step up classroom reproducibles : 2nd edition—English, grades 3 and above
	 	Cambium Learning, Inc.
	 	TX-5-623-391
	 	26 Sep 02
	 	Maureen E. Auman
	 	29-Jun-05
	10

	 	Step up to writing : level 1-2 : handy pages
	 	Cambium Learning, Inc.
	 	TX-5-624-189
	 	26 Sep 02
	 	Maureen E. Auman
	 	29-Jun-05
	11

	 	Step up to writing, 2nd edition : overhead masters for transparencies and student handouts
	 	Cambium Learning, Inc.
	 	TX 5-624-189
	 	26 Sep 02
	 	Maureen E. Auman
	 	29-Jun-05
	12

	 	Maureen Auman’s practical writing series
	 	Cambium Learning, Inc.
	 	TX-5-676-183
	 	26 Sep 02
	 	Maureen E. Auman
	 	29-Jun-05
	13

	 	Step up to writing. By Maureen E. Auman (Supplement to Registration: TX 5-093-741, 1999)
	 	Cambium Learning, Inc.
	 	TX-5-747-179
	 	26 Sep 02
	 	Maureen E. Auman
	 	29-Jun-05
	14

	 	Step up to writing. By Maureen E. Auman, 2nd ed. (Supplement to Registration: TX 5-587-956, 2002)
	 	Cambium Learning, Inc.
	 	TX-5-801-716
	 	24 Feb 03
	 	Maureen E. Auman
	 	29-Jun-05
	15

	 	Step up to Writing—Classroom reproducibles, 2nd edition, English. By Maureen E. Auman. (Supplement to
Registration: TX 5-559-865, 2002)
	 	Cambium Learning, Inc.
	 	TX-5-801-717
	 	24 Feb 03
	 	Maureen E. Auman
	 	29-Jun-05






1









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registration	 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Number	 	Registration	 	Assignor	 	Recordation
	16

	 	Step up to writing, 2nd edition—overhead masters for transparencies and student handouts. By
Maureen E. Auman. (Supplement to Registration: TX 5-559-866, 2002)
	 	Cambium Learning, Inc.
	 	TX-5-801-718
	 	24 Feb 03
	 	Maureen E. Auman
	 	29-Jun-05
	17

	 	Step up to writing poster set. By Maureen E. Auman. (Supplement to Registration: TX 5-618-964, 2002)
	 	Cambium Learning, Inc.
	 	TX-5-801-719
	 	24 Feb 03
	 	Maureen E. Auman
	 	29-Jun-05
	18

	 	Step up to writing. By Maureen E. Auman. (Supplement to Registration: TX 5-093-741, 1999)
	 	Cambium Learning, Inc.
	 	TX-5-801-720
	 	24 Feb 03
	 	Maureen E. Auman
	 	29-Jun-05
	
Cambium Learning (New York), Inc.
	1

	 	A Giant Surprise
	 	Cambium Learning (New York), Inc.
	 	TX-2-671-803
	 	18-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	2

	 	Amazing Aunt Agatha
	 	Cambium Learning (New York), Inc.
	 	TX-2-806-364
	 	8-May-90
	 	American Teacher Publications
	 	29-Dec-03
	3

	 	Animal Babies 1, 2, 3
	 	Cambium Learning (New York), Inc.
	 	TX-2-806-177
	 	8-May-90
	 	American teacher Publications
	 	29-Dec-03
	4

	 	Armando asked, “Why?”
	 	Cambium Learning (New York). Inc.
	 	TX-2-806-365
	 	8-May-90
	 	American Teacher Publications
	 	29-Dec-03
	5

	 	Does the Moon Change Shape?
	 	Cambium Learning (New York), Inc.
	 	TX-2-691-194
	 	4-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	6

	 	Eak gob lobe
	 	Cambium Learning (New York), Inc.
	 	TX-2-691-193
	 	4-Oct-89
	 	American Teacher Publications
	 	28-Dec-03
	7

	 	George Washington Carver, plant doctor
	 	Cambium Learning (New York), Inc.
	 	TX-2-691-192
	 	4-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	8

	 	Get Set and Go
	 	Cambium Learning (New York), Inc.
	 	TX-2-672-482
	 	12-Sep-89
	 	American Teacher Publications
	 	29-Dec-03
	9

	 	Happy Birthday!
	 	Cambium Learning (New York), Inc.
	 	TX-2-691-199
	 	4-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	10

	 	Here Comes Kate!
	 	Cambium Learning (New York), Inc.
	 	TX-2-691-196
	 	4-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	11

	 	Honey Bees
	 	Cambium Learning (New York), Inc.
	 	TX-2-672-479
	 	12-Sep-89
	 	American Teacher Publications
	 	29-Dec-03
	12

	 	How Big? How Fast? How Hungry? : a book about cats
	 	Cambium Learning (New York), Inc.
	 	TX-2-802-787
	 	8-May-90
	 	American Teacher Publications
	 	29-Dec-03
	13

	 	How Do Plants Get Food?
	 	Cambium Learning (New York), Inc.
	 	TX-2-672-481
	 	12-Sep-89
	 	American Teacher Publications
	 	29-Dec-03






2









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	14

	 	How Spider Tricked Snake
	 	Cambium Learning (New York), Inc.
	 	TX-2-671-600
	 	18-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	15

	 	I Like It When...
	 	Cambium Learning (New York), Inc.
	 	TX-2-801-667
	 	8-May-90
	 	American Teacher Publications
	 	29-Dec-03
	16

	 	Ice Cream
	 	Cambium learning (New York), Inc.
	 	TX-2-691-188
	 	4-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	17

	 	Jane Goodall and the Chimpanzees
	 	Cambium Learning (New York), Inc.
	 	TX-2-691-198
	 	4-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	18

	 	Lazy Jack and the Silent Princess
	 	Cambium Learning (New York), Inc.
	 	TX-2-671-611
	 	18-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	19

	 	Let’s Take the Bus
	 	Cambium Learning (New York), Inc.
	 	TX-2-672-485
	 	12-Sep-89
	 	American teacher Publications
	 	29-Dec-03
	20

	 	Life with Max
	 	Cambium Learning (New York), Inc.
	 	TX-2-671-601
	 	18-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	21

	 	Momotaro
	 	Cambium Learning (New York), Inc.
	 	TX-2-691-202
	 	4-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	22

	 	My School, Your School
	 	Cambium Learning (New York), Inc.
	 	TX-2-806-178
	 	8-May-90
	 	American Teacher Publications
	 	29-Dec-03
	23

	 	Nan and the Sea Monster
	 	Cambium Learning (New York), Inc.
	 	TX-2-671-602
	 	18-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	24

	 	“Nothing Is Impossible,” said Nellie Bly
	 	Cambium Learning (New York), Inc.
	 	TX-2-691-191
	 	4-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	25

	 	One Windy Day
	 	Cambium Learning (New York), Inc.
	 	TX-2-806-492
	 	8-May-90
	 	American Teacher Publications
	 	29-Dec-03
	26

	 	Peanut Butter, Apple Butter, Cinnamon Toast : food riddles for you to guess
	 	Cambium Learning (New York), Inc.
	 	TX-2-806-179
	 	8-May-90
	 	American Teacher Publications
	 	29-Dec-03
	27

	 	Pete Pig Cleans Up
	 	Cambium Learning (New York), Inc.
	 	TX-2-672-487
	 	12-Sep-89
	 	American Teacher Publications
	 	23-Dec-03
	28

	 	Pizza!
	 	Cambium Learning (New York), Inc.
	 	TX-2-673-090
	 	18-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	29

	 	Ready-Set-Read : teacher’s resource guide
	 	Cambium Learning (New York), Inc.
	 	TX-2-801-288
	 	8-May-90
	 	American Teacher Publications
	 	29-Dec-03
	30

	 	Real readers teacher’s resource guide : blue level
	 	Cambium Learning (New York), Inc.
	 	TX-2-675-309
	 	18-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	31

	 	Real readers teacher’s resource guide : green level
	 	Cambium Learning (New York), Inc.
	 	TX-2-671-388
	 	18-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	32

	 	Real readers teacher’s resource guide : red level
	 	Cambium Learning (New York), Inc.
	 	TX-2-671-389
	 	18-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	33

	 	Sharks, Sharks, Sharks
	 	Cambium Learning (New York), Inc.
	 	TX-2-673-092
	 	18-Oct-89
	 	American Teacher Publication
	 	29-Dec-03
	34

	 	Specs : the true story of baseball player George Toporcer
	 	Cambium Learning (New York), Inc.
	 	TX-2-806-180
	 	8-May-90
	 	American Teacher Publications
	 	29-Dec-03






3









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registration	 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Number	 	Registration	 	Assignor	 	Recordation
	35

	 	Squanto and the First Thanksgiving
	 	Cambium Learning (New York), Inc.
	 	TX-2-691-200
	 	4-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	36

	 	Super Parrot
	 	Cambium Learning {New York), Inc.
	 	TX-2-672-486
	 	12-Sep-89
	 	American Teacher Publications
	 	29-Dec-03
	37

	 	Teeth
	 	Cambium Learning (New York), Inc.
	 	TX-2-691-190
	 	4-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	38

	 	The Bedtime Beast
	 	Cambium Learning (New York), Inc.
	 	TX-2-691-197
	 	4-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	39

	 	The Best Trick of All
	 	Cambium Learning (New York), Inc.
	 	TX-2-672-480
	 	12-Sep-89
	 	American Teacher Publications
	 	29-Dec-03
	40

	 	The Fourth Little Pig
	 	Cambium Learning (New York), Inc.
	 	TX-2-808-363
	 	8-May-90
	 	American Teacher Publications
	 	29-Dec-03
	41

	 	The New Kid
	 	Cambium Learning (New York), Inc.
	 	TX-2-691-201
	 	4-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	42

	 	The Same But Different
	 	Cambium Learning (New York), Inc.
	 	TX-2-671-610
	 	18-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	43

	 	The Squire Takes a Wife
	 	Cambium Learning (New York), Inc.
	 	TX-2-801-663
	 	8-May-90
	 	American Teacher Publications
	 	29-Dec-03
	44

	 	The Story of Shoes
	 	Cambium Learning (New York) Inc.
	 	TX-2-671-599
	 	18-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	45

	 	Tom Edison’s Bright Ideas
	 	Cambium Learning (New York), Inc.
	 	TX-2-673-093
	 	18-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	46

	 	What Cat is That?
	 	Cambium Learning (New York), Inc.
	 	TX-2-672-484
	 	12-Sep-89
	 	American Teacher Publications
	 	29-Dec-03
	47

	 	What Does it Do?: Inventions then
and now
	 	Cambium Learning (New York), Inc.
	 	TX-2-806-176
	 	8-May-90
	 	American Teacher Publications
	 	29-Dec-03
	48

	 	What is a Fossil?
	 	Cambium Learning (New York), Inc.
	 	TX-2-671-607
	 	18-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	49

	 	When Winter Comes
	 	Cambium Learning (New York), Inc.
	 	TX-2-691-189
	 	4-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	50

	 	Who’s There?
	 	Cambium Learning (New York), Inc.
	 	TX-2-691-195
	 	4-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	51

	 	Wilbur and Orvilie and the Flying
Machine
	 	Cambium Learning (New York), Inc.
	 	TX-2-671-604
	 	18-Oct-89
	 	American Teacher Publications
	 	29-Dec-03
	52

	 	Working Dogs
	 	Cambium Learning (New York), Inc.
	 	TX-2-672-483
	 	12-Sep-89
	 	American Teacher Publications
	 	29-Dec-03
	1

	 	A flag for our country
	 	Cambium Learning (New York), Inc.
	 	TX-3-538-443
	 	8-Apr-93
	 	Dialogue Systems, Inc.,
a/k/a Curriculum Concepts
	 	29-Dec-03
	2

	 	A flag for our country
	 	Cambium Learning (New York), Inc.
	 	TX-3-651-326
	 	1-Jul-93
	 	Dialogue Systems, Inc.,
a/k/a Curriculum Concepts
	 	29-Dec-03






4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	3

	 	A Place Called Heartbreak: a story of Vietnam
	 	Cambium Learning (New York), Inc.
	 	TX-3-534-462
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	4

	 	A Place Called Heartbreak: a story of Vietnam
	 	Cambium Learning (New York), Inc.
	 	TX-3-643-580
	 	21-Sep-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	5

	 	A matter of conscience: the trial of Anne Hutchinson
	 	Cambium Learning (New York), Inc.
	 	TX-3-603-989
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	6

	 	A matter of conscience: the trial of Anne Hutchinson
	 	Cambium Learning (New York), Inc.
	 	TX-3-643-579
	 	21-Sep-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	7

	 	All for the better: a story of el barrio
	 	Cambium Learning (New York), Inc.
	 	TX-3-581-616
	 	1-Jul-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	8

	 	All for the better: a story of el barrio
	 	Cambium Learning (New York), Inc.
	 	TX-3-803-366
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	9

	 	Bolivar drives Spain from Peru
	 	Cambium Learning (New York), Inc.
	 	TX-3-805-894
	 	16-May-94
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	10

	 	Building a dream: Mary Bethune’s school
	 	Cambium Learning (New York), Inc.
	 	TX-3-535-768
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	11

	 	Building a dream: Mary Bethune’s school
	 	Cambium Learning (New York), Inc.
	 	TX-3-853-597
	 	1-Jul-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	12

	 	Causa: the migrant farmworkers’ story
	 	Cambium Learning (New York), Inc.
	 	TX-3-538-437
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	13

	 	[La] Causa: the migrant farmworkers’ story
	 	Cambium Learning (New York), Inc.
	 	TX-3-563-270
	 	6-Jul-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	14

	 	Columbus sails again
	 	Cambium Learning (New York), Inc.
	 	TX-3-843-582
	 	14-Jun-94
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	15

	 	Communists take Saigon
	 	Cambium Learning (New York), Inc.
	 	TX-3-805-891
	 	16-May-94
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	16

	 	Coronado’s Golden Quest
	 	Cambium Learning (New York), Inc.
	 	TX-3-617-811
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03






5









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registration	 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Number	 	Registration	 	Assignor	 	Recordation
	17

	 	Coronado’s Golden Quest
	 	Cambium Learning (New
York), Inc.
	 	TX-3-656-757
	 	8-Jul-93
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	18

	 	Dame Shirley and the Gold Rush
	 	Cambium Learning (New
York), Inc.
	 	TX-3-601-701
	 	1-Jul-93
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	19

	 	Dame Shirley and the Gold Rush
	 	Cambium Learning (New
York), Inc.
	 	TX3-617-810
	 	8-Apr-93
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	20

	 	Days of courage: the Little Rock story
	 	Cambium Learning (New
York), Inc.
	 	TX-3-585-616
	 	8-Jul-93
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	21

	 	Days of courage: the Little Rock story
	 	Cambium Learning (New
York), Inc.
	 	TX-3-603-370
	 	8-Apr-93
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	22

	 	Dragon Parade: a Chinese New Year story
	 	Cambium Learning (New
York), Inc.
	 	TX-3-535-767
	 	8-Apr-93
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	23

	 	Dragon Parade: a Chinese New Year story
	 	Cambium Learning (New
York), Inc.
	 	TX-3-639-829
	 	6-Jul-93
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	24

	 	DSI Job Search Program
	 	Cambium Learning (New
York), Inc.
	 	PA-146-101
	 	8-Jun-82
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	25

	 	Earthquake!: San Francisco, 1906
	 	Cambium Learning (New
York), Inc.
	 	TX-3-532-061
	 	8-Apr-93
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	26

	 	Earthquake!: San Francisco, 1906
	 	Cambium Learning (New
York), Inc.
	 	TX-3-601-704
	 	1-Jul-93
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	27

	 	Egypt opens Suez Canal
	 	Cambium Learning (New
York), Inc.
	 	TX-3-805-898
	 	16-May-94
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	28

	 	European Powers Carve Up Africa
	 	Cambium Learning (New
York), Inc.
	 	TX-3-805-895
	 	16-May-94
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	29

	 	Fireworks with George Plimpton no.
12494
	 	Cambium Learning (New
York), Inc.
	 	PA-772-209
	 	21-Oct-94
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	30

	 	French king beheaded
	 	Cambium Learning (New
York), Inc.
	 	TX-3-805-897
	 	18-May-94
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03






6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	31

	 	Germany Surrenders
	 	Cambium Learning (New York), Inc.
	 	TX-3-805-892
	 	16-May-94
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	32

	 	Glorious days, dreadful days: the Battle of Bunker Hill
	 	Cambium Learning (New York). Inc.
	 	TX-3-535-769
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	33

	 	Glorious days, dreadful days: the Battle of Bunker Hill
	 	Cambium Learning (New York), Inc.
	 	TX-3-843-581
	 	21-Sep-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	34

	 	Marshal history of the US Marshal Service
	 	Cambium Learning (New York), Inc.
	 	TX-3-317-317
	 	16-Mar-92
	 	Dialogue Systems Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	35

	 	Mayflower lands!
	 	Cambium Learning (New York), Inc.
	 	TX-3-843-664
	 	14-Jun-94
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	36

	 	New friends in a new land: a Thanksgiving story
	 	Cambium Learning (Now York), Inc.
	 	TX-3-587-789
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	37

	 	New friends In a new land: a Thanksgiving story
	 	Cambium Learning (New York), Inc.
	 	TX-3-639-828
	 	6-Jul-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	38

	 	Never turn back: Father Serra’s mission
	 	Cambium Learning (New York), Inc.
	 	TX-3-601-703
	 	1-Jul-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	39

	 	Never turn back: Father Serra’s mission
	 	Cambium Learning (New York), Inc.
	 	TX-3-634-143
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	40

	 	Osceois, patriot and warrior
	 	Cambium Learning (New York), Inc.
	 	TX-3-586-490
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	41

	 	Osceois, patriot and warrior
	 	Cambium Learning (New York), Inc.
	 	TX-3-656-755
	 	6-Jul-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	42

	 	Save the Everglades
	 	Cambium Learning (New York), Inc.
	 	TX-3-603-988
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	43

	 	Save the Everglades
	 	Cambium Learning (New York), Inc.
	 	TX-3-633-018
	 	8-Jul-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	44

	 	South Africa trees Mandela
	 	Cambium Learning (New York), Inc.
	 	TX-3-805-899
	 	16-May-94
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03






7









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	45

	 	Stories of America: teacher’s guide: against all odds
	 	Cambium Learning (New York), Inc.
	 	TX-3-537-915
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum concepts
	 	29-Dec-03
	46

	 	Stories of America: teacher’s guide: holidays
	 	Cambium Learning (New York), Inc.
	 	TX-3-492-136
	 	16-Feb-93
	 	Dialogue Systems, Inc., a/k/a Curriculum concepts
	 	29-Dec-03
	47

	 	Stones of America: teacher’s guide: holidays
	 	Cambium Learning (New York), Inc.
	 	TX-3-538-442
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum concepts
	 	29-Dec-03
	48

	 	Stories of America: teacher’s guide: personal challenge
	 	Cambium Learning (New York), Inc.
	 	TX-3-492-137
	 	16-Feb-93
	 	Dialogue Systems, Inc., a/k/a Curriculum concepts
	 	29-Dec-03
	49

	 	Stories of America: teacher’s guide: personal challenge
	 	Cambium Learning (New York), Inc.
	 	TX-3-538-396
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum concepts
	 	29-Dec-03
	50

	 	Stories of America: teacher’s guide: stand up and be counted
	 	Cambium Learning (New York), Inc.
	 	TX-3-492-133
	 	16-Feb-93
	 	Dialogue Systems, Inc., a/k/a Curriculum concepts
	 	29-Dec-03
	51

	 	Stories of America: teacher’s guide: stand up and be counted
	 	Cambium Learning (New York), Inc.
	 	TX-3-538-441
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum concepts
	 	29-Dec-03
	52

	 	Stories of America: teacher’s guide: working together
	 	Cambium Learning (New York), Inc.
	 	TX-3-492-135
	 	16-Feb-93
	 	Dialogue Systems, Inc., a/k/a Curriculum concepts
	 	29-Dec-03
	53

	 	Stories of America: teacher’s guide; working together
	 	Cambium Learning (New York), Inc.
	 	TX-3-537-919
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum concepts
	 	29-Dec-03
	54

	 	Tales from the underground railroad
	 	Cambium Learning (New York), Inc.
	 	TX-3-593-644
	 	13-Jul-93
	 	Dialogue Systems, Inc., a/k/a Curriculum concepts
	 	29-Dec-03
	55

	 	Tales from the underground railroad
	 	Cambium Learning (New York), Inc.
	 	TX-3-803-369
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum concepts
	 	29-Dec-03
	56

	 	The mountain man and the president
	 	Cambium Learning (New York), Inc.
	 	TX-3-583-744
	 	6-Jul-93
	 	Dialogue Systems, Inc., a/k/a Curriculum concepts
	 	29-Dec-03
	57

	 	The mountain man and the president
	 	Cambium Learning (New York), Inc.
	 	TX-3-617-812
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum concepts
	 	29-Dec-03
	58

	 	The Performance Review: a dialogue systems training program

for managers
	 	Cambium Learning (New York), Inc.
	 	PA-148-099
	 	8-Jun-82
	 	Dialogue Systems, Inc., a/k/a Curriculum concepts
	 	29-Dec-03







8











 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	59

	 	The Selection Interview: a dialogue systems training program for managers
	 	Cambium Learning (New York), Inc.
	 	PA-146-098
	 	8-Jun-82
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	60

	 	The tenement writer: an immigrant’s story
	 	Cambium Learning (New York), Inc.
	 	TX-3-588-491
	 	8-Apr-93
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	61

	 	The tenement writer: an immigrant’s story
	 	Cambium Learning (New York), Inc.
	 	TX-3-822-833
	 	6-Jul-93
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	62

	 	The Termination Interview: a dialogue systems training program for managers
	 	Cambium Learning (New York), Inc.
	 	PA-148-100
	 	8-Jun-82
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	63

	 	The world history herald: vol. 1, no. 1-10: teacher’s guide
	 	Cambium Learning (New York), Inc.
	 	TX-3-731-561
	 	21-Jan-94
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	64

	 	The world history herald: vol. 1, no. 1, February 10, 1793: yesterday’s news today
	 	Cambium Learning (New York), Inc.
	 	TX-3-726-081
	 	21-Jan-94
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	65

	 	The world history herald: vol. 1, no. 2, December 30, 1824: yesterday’s news today
	 	Cambium Learning (New York), Inc.
	 	TX-3-726-205
	 	21-Jan-94
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	66

	 	The world history herald: vol. 1, no. 7, August 16, 1947: yesterday’s news today
	 	Cambium Learning (New York), Inc.
	 	TX-3-726-078
	 	21-Jan-94
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	67

	 	The world history herald: vol. 1, no. 8, July 28, 1953: yesterday’s news today
	 	Cambium Learning (New York), Inc.
	 	TX-3-726-077
	 	21-Jan-94
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	68

	 	The world history herald: vol. 1, no. 9, May 1, 1975: yesterday’s news today
	 	Cambium Learning (New York), Inc.
	 	TX-3-726-079
	 	21-Jan-94
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	69

	 	The world history herald: vol. 1, no. 10, February 12, 1990: yesterday’s news today
	 	Cambium Learning (New York), Inc.
	 	TX-3-726-080
	 	21-Jan-94
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	70

	 	These lands are ours: Tecumseh’s fight for the old northwest
	 	Cambium Learning (New York), Inc.
	 	TX-3-617-813
	 	8-Apr-93
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	71

	 	These lands are ours: Tecumseh’s fight for the old northwest
	 	Cambium Learning (New York), Inc.
	 	TX-3-653-595
	 	1-Jul-93
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03
	72

	 	They shall be heard: Susan B. Anthony & Elizabeth Cady Stanton
	 	Cambium Learning (New York), Inc.
	 	TX-3-538-436
	 	8-Apr-93
	 	Dialogue Systems,
Inc., a/k/a
Curriculum Concepts
	 	29-Dec-03






9









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	73

	 	They shall be heard: Susan B. Anthony & Elizabeth Cady Stanton
	 	Cambium Learning (New York), Inc.
	 	TX-3-617-801
	 	13-Jul-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	74

	 	Three Ships for Columbus
	 	Cambium Learning (New York), Inc.
	 	TX-3-537-914
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	75

	 	Three Ships for Columbus
	 	Cambium Learning (New York), Inc.
	 	TX-3-651-327
	 	1-Jul-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	76

	 	To Fly with the Swallows: a story of old California
	 	Cambium Learning (New York), Inc.
	 	TX-3-535-756
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	77

	 	To Fly with the Swallows: a story of old California
	 	Cambium Learning (New York), Inc.
	 	TX-3-656-756
	 	6-Jul-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	78

	 	Trail of tears
	 	Cambium Learning (New York), Inc.
	 	TX-3-843-563
	 	14-Jun-94
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	78

	 	Truce ends Korean War
	 	Cambium Learning (New York), Inc.
	 	TX-3-805-890
	 	16-May-94
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	80

	 	Victory for Gandhi
	 	Cambium Learning (New York), Inc.
	 	TX-3-805-893
	 	16-May-94
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	81

	 	Viva Mexicol: a story of Benito Juarez and Cinco de Mayo
	 	Cambium Learning (New York), Inc.
	 	TX-3-634-147
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	82

	 	Viva Mexicol: a story of Benito Juarez and Cinco de Mayo
	 	Cambium Learning (New York), Inc.
	 	TX-3-653-611
	 	1-Jul-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	83

	 	Viva Mexico
	 	Cambium Learning (New York), Inc.
	 	SR-197-674
	 	30-Oct-95
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts	 	29-Dec-03
	84

	 	Walking for Freedom: the Montgomery bus boycott
	 	Cambium Learning (New York), Inc.
	 	TX-3-537-918
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	85

	 	Walking for Freedom: the Montgomery bus boycott
	 	Cambium Learning (New York), Inc.
	 	TX-3-653-596
	 	1-Jul-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	86

	 	War declared in Europe
	 	Cambium Learning (New York), Inc.
	 	TX-3-805-896
	 	16-May-94
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03






10









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	87

	 	We want Jobs! : a story of the Great Depression
	 	Cambium Learning (New York), Inc.
	 	TX-3-581-778
	 	7-Jul-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	88

	 	We want jobs! : a story of the Great Depression
	 	Cambium Learning (New York), Inc.
	 	TX-3-603-987
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	89

	 	Welcome to America
	 	Cambium Learning (New York), Inc.
	 	TX-3-843-565
	 	14-Jun-94
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	90

	 	When justice failed : the Fred Korematsu story
	 	Cambium Learning (New York), Inc.
	 	TX-3-617-814
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	91

	 	When justice failed : the Fred Korematsu story
	 	Cambium Learning (New York), Inc.
	 	TX-3-678-904
	 	7-Jul-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	92

	 	Young Martin’s Promise
	 	Cambium Learning (New York), Inc.
	 	TX-3-634-148
	 	8-Apr-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	93

	 	Young Martin’s Promise
	 	Cambium Learning (New York), Inc.
	 	TX-3-653-612
	 	1-Jul-93
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	94

	 	Young Martin’s Promise
	 	Cambium Learning (New York), Inc.
	 	SR-204-072
	 	30-Oct-95
	 	Dialogue Systems, Inc., a/k/a Curriculum Concepts
	 	29-Dec-03
	 	 	Metropolitan Teaching and Learning
	 
	1

	 	The Animal Data Files
	 	Metropolitan Teaching and
Learning (Author: Judy
Rosenbaum, work for hire)
	 	TX-6-109-583
	 	17-Feb-05	 	 	 	 
	2

	 	Coins Count
	 	Metropolitan Teaching and
Learning (Author: Adria Klein,
work for hire)
	 	TX-6-109-584
	 	17-Feb-05	 	 	 	 
	3

	 	What’s the Difference?
	 	Metropolitan Teaching and
Learning (Author: Jack Beers,
work for hire)
	 	TX-6-109-585
	 	17-Feb-05	 	 	 	 
	4

	 	Finding Fraction Facts
	 	Metropolitan Teaching and
Learning (Author: Jack Beers
work for hire)
	 	TX-6-109-586
	 	17-Feb-05	 	 	 	 
	5

	 	Adding It Up
	 	Metropolitan Teaching and
Learning (Author: Adria Klein, work for hire)
	 	TX-6-109-587
	 	17-Feb-05	 	 	 	 
	6

	 	It’s time for the Park
	 	Metropolitan Teaching and
Learning (Author: Christine
Economos, work for hire)	 	TX-6-109-588
	 	17-Feb-05	 	 	 	 






11









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	7

	 	Real-Life Multiplication
	 	Metropolitan Teaching and Learning (Author: Jack Beers, work for hire)
	 	TX 6-109-589
	 	17-Feb-05	 	 	 	 
	8

	 	How Hot is Hot
	 	Metropolitan Teaching and Learning (Author: Jack Beers, work for hire)
	 	TX 6-109-590
	 	17-Feb-05	 	 	 	 
	9

	 	Measuring Tails
	 	Metropolitan Teaching and Learning (Author: Judy Rosenbaum, employer for hire)
	 	TX 6-109-591
	 	17-Feb-05	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	1

	 	A City Grows: The Story of Chicago — cludad crece: Is historia de Chicago
	 	Cambium Learning (New York), Inc.
	 	TX-5-555-548
	 	28-Jun-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	2

	 	Building a Dream: Mary Bethune’s School: Student Handbook
	 	Cambium Learning (New York), Inc.
	 	TX-5-555-558
	 	28-Jun-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	3

	 	Causa: The Migrant Farm Workers’ Story : Student Handbook
	 	Cambium Learning (New York), Inc.
	 	TX-5-555-554
	 	28-Jun-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	4

	 	Grade 1 : Student Handbook
	 	Cambium Learning (New York), Inc.
	 	TX-5-555-561
	 	28-June-02
	 	Metropolitan
Teaching and
Learning Co., Inc.
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03







12











 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of 
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	5

	 	Grade 2 : Student Handbook
	 	Cambium Learning (New York), Inc.
	 	TX-5-555-556
	 	28-Jun-02
	 	Metropolitan Teaching and Learning Co., Inc., a/k/a Metropolitan Teaching and Learning Company and Metropolitan Teaching and Learning Company. Inc.
	 	29-Dec-03
	6

	 	Hacia adelante : manual del estudiante: grado 1
	 	Cambium Learning (New York), Inc.
	 	TX-5-601-727
	 	28-Jun-02
	 	Metropolitan Teaching and Learning Co., Inc., a/k/a Metropolitan Teaching and Learning Company and Metropolitan Teaching and Learning Company. Inc.
	 	29-Dec-03
	7

	 	Hacia adelante : manual del estudiante: grado 2
	 	Cambium Learning (New York), Inc.
	 	TX-5-601-728
	 	28-Jun-02
	 	Metropolitan Teaching and Learning Co., Inc., a/k/a Metropolitan Teaching and Learning Company and Metropolitan Teaching and Learning Company, Inc.
	 	29-Dec-03
	8

	 	Kindergarten : manual del estudiante
	 	Cambium Learning (New York), Inc.
	 	TX-5-555-557
	 	28-Jun-02
	 	Metropolitan Teaching and Learning Co., Inc., a/k/a Metropolitan Teaching and Learning Company and Metropolitan Teaching and Learning Company, Inc.
	 	29-Dec-03
	9

	 	Kindergarten : Student Handbook
	 	Cambium Learning (New York), Inc.
	 	TX-5-555-553
	 	28-Jun-02
	 	Metropolitan Teaching and Learning Co., Inc., a/k/a Metropolitan Teaching and Learning Company and Metropolitan Teaching and Learning Company, Inc.
	 	29-Dec-03






13









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	 Recordation
	10

	 	Mathematics in the Community: Grade 3:

Summer Bridge 2000 Program
	 	Cambium Learning (New
York), Inc.
	 	TX-5-555-552
	 	28-Jun-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	11

	 	Mathematics in the Community: Grade 6:

Summer Bridge 2000 Program
	 	Cambium Learning (New
York), Inc.
	 	TX-5-555-551
	 	28-Jun-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
lnc.
	 	29-Dec-03
	12

	 	Mathematics in the Community: Grade 8:

Summer Bridge 2000 Program
	 	Cambium Learning (New
York), Inc.
	 	TX-5-555-550
	 	28-Jun-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company.
Inc.
	 	29-Dec-03
	13

	 	Metro Early Reading — My Letter Book
	 	Cambium Learning (New
York), Inc.
	 	TX-5-461-401
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	14

	 	Metro Early Reading Program— A Bag for Dad
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-682
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






14









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	 Recordation
	15

	 	Metro Early Reading Program— A Bug in the
Bathtub
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-717
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	16

	 	Metro Early Reading Program— A Day with Mom
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-674
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	17

	 	Metro Early Reading Program— A Hug and Hot
Chocolate
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-734
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	18

	 	Metro Early Reading Program— A Pet for Jed
	 	Cambium Learning (New
York), Inc.
	 	TX-5-191-668
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	19

	 	Metro Early Reading Program— A Tadpole at
the Lake
	 	Cambium Learning (New
York), Inc.
	 	TX-5-191-670
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






15









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of 
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	20

	 	Metro Early Reading Program— A Very Bad Day
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-720
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	21

	 	Metro Early Reading Program— At the Zoo
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-733
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	22

	 	Metro Early Reading Program— Can We Have
Same?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-678
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
lnc.
	 	29-Dec-03
	23

	 	Metro Early Reading Program— Did You See
Boo?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-191-671
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	24

	 	Metro Early Reading Program— Do You like Me?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-676
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03







16











 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	25

	 	Metro Early Reading
Program— Down,
Mop. Down!
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-683
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	26

	 	Metro Early Reading
Program— Game Day
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-681
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	27

	 	Metro Early Reading
Program— Get Down
From That Vine
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-703
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
lnc.
	 	29-Dec-03
	28

	 	Metro Early Reading
Program— Get Rid
of That Dog
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-721
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	29

	 	Metro Early Reading
Program— Glide,
Frog. Glidel
	 	Cambium Learning (New
York), Inc.
	 	TX-5-191-669
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






17









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/ Claimant/ Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	30

	 	Metro Early Reading
Program— Good
Times at the Lake
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-701
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	31

	 	Metro Early Reading
Program— Have You
Met My Pet?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-718
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	32

	 	Metro Early Reading
Program— I Am Ben
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-759
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	33

	 	Metro Early Reading
Program— I Don’t
Want to Scare You
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-758
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	34

	 	Metro Early Reading
Program— Is Boo
with You?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-677
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






18









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/ Claimant/ Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	35

	 	Metro Early Reading
Program— Is Tasha
Up?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-684
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	36

	 	Metro Early Reading
Program— Just a
Little
	 	Cambium Learning (New
York), Inc.
	 	7X-5-193-675
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	37

	 	Metro Early Reading
Program— Make My
Day
	 	Cambium Learning (New
York), Inc.
	 	TX-5-191-658
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	38

	 	Metro Early Reading
Program— No Not
Again
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-732
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	39

	 	Metro Early Reading
Program— Rows and
Rows of Marigolds
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-757
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






19










 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/ Claimant/ Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	40

	 	Metro Early Reading
Program—Side by
Side
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-680
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	41

	 	Metro Early Reading
Program—Sidewalk
Fun
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-699
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	42

	 	Metro Early Reading
Program—Slide and
Ride
	 	Cambium Learning (New
York), Inc.
	 	TX-5-191-667
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	43

	 	Metro Early Reading
Program—The Best
Pizza Place
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-698
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	44

	 	Metro Early Reading
Program—The Pet
Show
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-700
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






20









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	45

	 	Metro Early Reading
Program—The
Sitter
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-697
	 	17-Nov-00
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	46

	 	Metro Early Reading
Program—The
Surprise Birthday
	 	Cambium Learning (New
York), Inc.
	 	TX-5-191-657
	 	17-Nov-00
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	47

	 	Metro Early Reading
Program—Three
Pigs and a Wolf
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-673
	 	17-Nov-00
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	48

	 	Metro Early Reading
Program—What Can
Sam Do?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-719
	 	17-Nov-00
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	49

	 	Metro Early Reading
Program—What Was
That?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-191-672
	 	17-Nov-00
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03






21









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	50

	 	Metro Early Reading
Program—When Will
the Sun Come Out?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-679
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	51

	 	Metro Early Reading
Program—You Can
Do a Lot With a
Lot
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-756
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	52

	 	Metro Little
Readers—A House
For Patches
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-163
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	53

	 	Metro Little
Readers—A Name For
Baby
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-174
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
lnc.
	 	29-Dec-03
	54

	 	Metro Little
Readers—A Party
For Patches
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-164
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03







22











 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	55

	 	Metro Little
Readers— A Trip To
The Circus
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-181
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	56

	 	Metro Little
Readers— All About
Dinosaurs
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-158
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	57

	 	Metro Little
Readers—Better
Than You Think
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-168
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	58

	 	Metro Little
Readers—Can You
Keep A Secret?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-172
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	59

	 	Metro Little
Readers— Happiness
is Having Friends
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-179
	 	09-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






23









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	60

	 	Metro Little
Readers— How To
Take Pictures
	 	Cambium Learning (New

York), Inc.
	 	TX-5-437-167
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	61

	 	Metro Little
Readers— Lost and
Found
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-160
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	62

	 	Metro Little
Readers— Make The
Best Of It
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-185
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	63

	 	Metro Little
Readers— Marta
Stays Over
	 	Cambium Learning
(New York), Inc.
	 	TX-5-437-161
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	64

	 	Metro Little
Readers— One
Little Tooth
	 	Cambium Learning
(New York), Inc.
	 	TX-5-437-159
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






24









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	65

	 	Metro Little
Readers— Pen Pals
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-166
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	66

	 	Metro Little
Readers— Put Out
The Fire
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-184
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	67

	 	Metro Little
Readers— Spish,
Spiash
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-183
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	68

	 	Metro Little
Readers— The Best
Book Talk
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-182
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	69

	 	Metro Little
Readers— The Dog
Ate My Homework Pad
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-171
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






25









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	70

	 	Metro Little
Readers— The Horse
Show
	 	Cambium Learning (New
York), Inc.
	 	TX-5-446-585
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	 29-Dec-03 
	71

	 	Metro Little
Readers— The Lean,
Mean Pizza Machine
	 	Cambium Learning (New
York). Inc.
	 	TX-5-437-175
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	72

	 	Metro Little
Readers—The
Newspaper
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-178
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	73

	 	Metro Little
Readers— The
School Band
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-177
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	74

	 	Metro Little
Readers—The
Sidewalk Toy Stand
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-170
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






26









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	75

	 	Metro Little
Readers— The
Soccer Team
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-165
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	 29-Dec-03 
	76

	 	Metro Little
Readers— The
Spring Block Party
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-162
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	77

	 	Metro Little
Readers— The
Treasure in The
Attic
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-173
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	78

	 	Metro Little
Readers— This
Place Could Shine
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-186
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	79

	 	Metro Little
Readers—We’ll
Always Be Friends
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-180
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03







27












 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	80

	 	Metro Little
Readers— We’re
Good at Chores
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-169
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	81

	 	Metro Little
Readers— What Do
You Know?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-437-176
	 	9-Oct-01
	 	Metropolitan
Teaching and
Learning Co., Inc,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	82

	 	Metro Math Bridges-
Blue Level S.E.
	 	Cambium Learning (New
York), Inc.
	 	TX-5-547-230
	 	28-Jun-02	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	83

	 	Metro Math
Bridges- Blue
Level
	 	Cambium Learning (New
Yak), Inc.
	 	TX-5-555-716
	 	28-Jun-02
	 	Metropolitan
Teaching and
Learning Co., Inc..
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc,
	 	29-Dec-03
	84

	 	Metro Math Bridges-
Gold Level
	 	Cambium Learning (New
York), Inc.
	 	TX-5-555-718
	 	28-Jun-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






28









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	85

	 	Metro Math Bridges-
Gold Level
	 	Cambium Learning (New
York), Inc.
	 	TX-5-555-720
	 	28-Jun-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	86

	 	Metro Math Bridges-
Green Level T.E.
	 	Cambium Learning (New
York), Inc.
	 	TX-5-547-231
	 	28-Jun-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	87

	 	Metro Math
Bridges-Green
Level
	 	Cambium Learning (New
York), Inc.
	 	TX-5-555-717
	 	28-Jun-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	88

	 	Metro Math
Bridges-Red Level
S.E.
	 	Cambium Learning (New
York), Inc.
	 	TX-5-547-229
	 	28-Jun-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	89

	 	Metro Math
Bridges-Red Level
	 	Cambium Learning (New
York), Inc.
	 	TX-5-555-715
	 	28-Jun-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






29









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	90

	 	Metro Math
Readers— Antes
habla doce
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-727
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	91

	 	Metro Math
Readers— Bears, Ten
by Ten
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-770
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	92

	 	Metro Math
Readers—
Celebremos el 100
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-780
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	93

	 	Metro Math
Readers— Circles
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-693
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	94

	 	Metro Math
Readers— Circuios
	 	Cambium Learning (New
York), Inc.
	 	TX-6-191-662
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






30









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	95

	 	Metro Math
Readers— Como
usamos el dinero
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-789
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	96

	 	Metro Math
Readers— Contamos
con neustros amigos
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-773
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	97

	 	Metro Math
Readers— Contemos
las monedas
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-775
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	98

	 	Metro Math
Readers— Counting
on Friends
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-788
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	99

	 	Metro Math
Readers— Cuadrados
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-722
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






31









 







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	100

	 	Metro Math
Readers— Cual es?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-191-660
	 	 17-Nov-00 
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	101

	 	Metro Math
Readers— Cual es
is siguiente?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-704
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	102

	 	Metro Math
Readers— Cual es
mas?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-784
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	103

	 	Metro Math
Readers— Cuales
van juntos?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-191-663
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc., a/k/a
Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	104

	 	Metro Math Readers—
Cuantos falten?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-191-666
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






32









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	105

	 	Metro Math
Readers— Cuantos
hay en total?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-191-665
	 	 17-Nov-00 
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	 29-Dec-03 
	106

	 	Metro Math
Readers— Cuantos
son cincuenta?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-790
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	107

	 	Metro Math
Readers— Decenas y
unidades juntas
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-726
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	108

	 	Metro Math
Readers—Dedos de
cinco en cinco
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-761
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	109

	 	Metro Math
Readers— Dentro y
fuera de la caja
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-785
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






33









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	110

	 	Metro Math
Readers— El juego
de las formas
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-777
	 	 17-Nov-00 
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	 29-Dec-03 
	111

	 	Metro Math
Readers— El
misterio de las
medidas
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-787
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	112

	 	Metro Math
Readers— El numero
uno
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-716
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	113

	 	Metro Math
Readers— El
numero dos
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-715
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	114

	 	Metro Math
Readers— El
numero tres
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-714
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






34









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	115

	 	Metro Math
Readers— El numero
cuatro
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-713
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company and
Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	116

	 	Metro Math
Readers— El numero
cinco
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-712
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company and
Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	117

	 	Metro Math
Readers— El numero
sels
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-711
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	118

	 	Metro Math
Readers— EL numero
slete
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-710
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	119

	 	Metro Math
Readers— EL numero
ocho
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-709
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






35









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	120

	 	Metro Math
Readers— El numero
nueve
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-708
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	121

	 	Metro Math
Readers— El numero
dlez
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-707
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	122

	 	Metro Math
Readers— El numero
once
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-706
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	123

	 	Metro Math
Readers—El numero
doce
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-723
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	124

	 	Metro Math
Readers— El numero
impar trece
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-788
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03







36











 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	125

	 	Metro Math
Readers— Feet Go
Two by Two
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-747
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	126

	 	Metro Math
Readers— Fingers
Go Five by Five
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-749
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	127

	 	Metro Math
Readers— Gasto
monedas de diez una
a una
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-778
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	128

	 	Metro Math
Readers— Gira a ia
izquierda, gira a
ia deracha
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-774
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	129

	 	Metro Math
Readers— Hagamos
doce bolsitas de
fiesta
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-725
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






37









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	130

	 	Metro Math Readers— Half is Fair
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-748
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	131

	 	Metro Math Readers— How Do We
Use Money
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-750
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	132

	 	Metro Math Readers— How Many
Are Missing?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-685
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	133

	 	Metro Math Readers— How Many In
All?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-688
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	134

	 	Metro Math Readers— Haw Many is
Fifty?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-780
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






38









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	135

	 	Metro Math
Readers— In and
Out
of the Toy Box
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-754
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	136

	 	Metro Math
Readers— It’s
About Time
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-731
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	137

	 	Metro Math
Readers— La
simetria
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-776
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	138

	 	Metro Math
Readers— Let’s
Share
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-753
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	139

	 	Metro Math
Readers— Making
Twelve Party Bags
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-730
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






39









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	140

	 	Metro Math Readers— Money
Counts
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-766
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	141

	 	Metro Math Readers— Odd
Number Thirteen
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-751
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	142

	 	Metro Math Readers— Once
There Were Twelve
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-729
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	143

	 	Metro Math Readers—
Qsitas, de diez en diez
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-771
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	144

	 	Metro Math Readers—
Perritos vienen y van
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-772
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






40









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	145

	 	Metro Math
Readers— Pies de
dos en dos
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-783
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	146

	 	Metro Math
Readers— Puppies
In, Puppies Out
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-769
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	147

	 	Metro Math
Readers— Que dos
cosas con iguaies?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-181-659
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	148

	 	Metro Math
Readers— Que es
una mitad?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-705
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	149

	 	Metro Math
Readers— Quien
falta?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-191-664
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






41









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	150

	 	Metro Math Readers— Rectangles
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-694
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	151

	 	Metro Math Readers—
Rectanguios
	 	Cambium Learning (New
York), Inc.
	 	TX-5-191-681
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	152

	 	Metro Math Readers— Spending
Dimes, One at a Time
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-763
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	153

	 	Metro Math Readers— Squares
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-736
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	154

	 	Metro Math Readers— Symmetry
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-765
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






42









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	155

	 	Metro Math Readers—
Tens and Ones Together
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-728
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	156

	 	Metro Math Readers—
The Measurement
Mysteries
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-752
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	157

	 	Metro Math Readers— The
Number One
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-737
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	158

	 	Metro Math Readers— The
Number Two
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-738
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	159

	 	Metro Math Readers— The
Number Three
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-739
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






43









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	160

	 	Metro Math Readers— The
Number Four
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-740
	 	 17-Nov-00 
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	161

	 	Metro Math Readers—
The Number Five
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-741
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	162

	 	Metro Math Readers—
The Number Six
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-742
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	163

	 	Metro Math Readers—
The Number Seven
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-743
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	164

	 	Metro Math Readers—
The Number Eight
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-744
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






44









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	165

	 	Metro Math Readers— The
Number Nine
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-745
	 	 17-Nov-00 
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	166

	 	Metro Math Readers—
The Number Ten
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-746
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	167

	 	Metro Math Readers— The
Number Eleven
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-702
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	168

	 	Metro Math Readers—
The Number Twelve
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-687
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	169

	 	Metro Math Readers—
The Shape Game
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-764
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






45









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	170

	 	Metro Math Readers— Triangles
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-695
	 	 17-Nov-00 
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	171

	 	Metro Math Readers— Trianguios
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-696
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	172

	 	Metro Math Readers— Turn to
the Left, Turn to the Right
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-767
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	173

	 	Metro Math Readers— Twenty,
More or Less
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-762
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	174

	 	Metro Math Readers— Una mltad
es lo justo
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-782
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






46









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	175

	 	Metro Math
Readers— Vamos a
compartir
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-786
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	176

	 	Metro Math
Readers— Veinte,
mas o menos
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-779
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	177

	 	Metro Math
Readers— We
Celebrate 100
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-761
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	178

	 	Metro Math
Readers— Whati is a
Half?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-686
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	179

	 	Metro Math
Readers— Which
Belong Together?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-689
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03







47











 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	180

	 	Metro Math
Readers— Which One is it?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-692
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	181

	 	Metro Math
Readers— Which One is More?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-755
	 	17-Nov-00
	 	Metropolian
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	182

	 	Metro Math
Readers— Which One is Next?
	 	Cambium Learning (New
York),
Inc.
	 	TX-5-193-735
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	183

	 	Metro Math
Readers— Which Two Are The Same?
	 	Cambium Learning (New
York), Inc.
	 	TX-5-193-691
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolian
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	184

	 	Metro Math
Readers—Who is
Missing?
	 	Cambium Learning (New
York),
Inc.
	 	TX-5-193-690
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






48









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	185

	 	Metro Math
Readers— Ya es
hora
	 	Cambium Learning (New York),
Inc.
	 	TX-5-193-724
	 	17-Nov-00
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	186

	 	My Literature
Book—Level A
	 	Cambium Learning (New York),
Inc.
	 	TX-5-572-241
	 	22-Jul-02
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	187

	 	My Literature
Book—Level B
	 	Cambium Learning (New York),
Inc.
	 	TX-5-575-240
	 	22-Jul-02
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	188

	 	My Literature
Book—Level C
	 	Cambium Learning (New York),
Inc.
	 	TX-5-575-243
	 	22-Jul-02
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	189

	 	My Literature
Book—Level D
	 	Cambium Learning (New York),
Inc.
	 	TX-5-572-398
	 	22-Jul-02
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03







49












 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	190

	 	My Literature
Book— Level E
	 	Cambium Learning (New
York), Inc.
	 	TX-5-572-397
	 	22-Jul-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	191

	 	My Literature
Book— Level F
	 	Cambium Learning (New
York), Inc.
	 	TX-5-580-224
	 	22-Jul-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	192

	 	My Practice Book— Level D
	 	Cambium Learning (New
York), Inc.
	 	TX-5-572-242
	 	22-Jul-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	193

	 	My Practice
Book— Level E
	 	Cambium Learning (New
York), Inc.
	 	TX-5-586-695
	 	22-Jul-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	194

	 	My
Practice
Book— Level F
	 	Cambium Learning (New
York), Inc.
	 	TX-5-588-699
	 	22-Jul-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






50









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	195

	 	Osceola, patriot
and warrior : student
handbook
	 	Cambium Learning (New
York), Inc.
	 	TX-5-555-555
	 	28-Jun-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	196

	 	Our Chicago =

Nuestro Chicago
	 	Cambium Learning (New
York), Inc.
	 	TX-5-555-549
	 	28-Jun-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	197

	 	Problem Solving
Step by Step—Step
1, PE
	 	Cambium Learning (New
York), Inc.
	 	TX-5-191-654
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	198

	 	Problem Solving
Step by Step—Step
1, TE
	 	Cambium Learning (New
York), Inc.
	 	TX-5-191-650
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	199

	 	Problem Solving
Step by Step—Step
2, PE
	 	Cambium Learning (New
York), Inc.
	 	TX-5-191-646
	 	17-Nov-00
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






51









 







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	200

	 	Problem Solving
Step by Step—Step 2, TE
	 	Cambium Learning (New York),
Inc.
	 	TX-5-191-648
	 	17-Nov-00
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	201

	 	Problem Solving
Step by Step—Step 3, PE
	 	Cambium Learning (New York),
Inc.
	 	TX-5-191-655
	 	17-Nov-00
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	202

	 	Problem Solving
Step by Step—Step
3, TE
	 	Cambium Learning (New York),
Inc.
	 	TX-5-191-658
	 	17-Nov-00
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	203

	 	Problem Solving
Step by Step—Step 4, PE
	 	Cambium Learning (New York),
Inc.
	 	TX-5-191-645
	 	17-Nov-00
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	204

	 	Problem Solving
Step by Step—Step 4, TE
	 	Cambium Learning (New York),
Inc.
	 	TX-5-191-647
	 	17-Nov-00
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03







52












 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	205

	 	Problem Solving
Step by Step— Step
5, PE
	 	Cambium Learning (New York),
Inc.
	 	TX-5-191-651
	 	17-Nov-00
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	206

	 	Problem Solving
Step by Step— Step
5, TE
	 	Cambium Learning (New York),
Inc.
	 	TX-5-191-649
	 	17-Nov-00
	 	Metropolitan Teaching and
Learning Co., Inc. a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	207

	 	Problem Solving
Step by Step— Step
6, PE
	 	Cambium Learning (New York), Inc.
	 	TX-5-191-653
	 	17-Nov-00
	 	Metropolitan Teaching and
Learning Co. Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	208

	 	Problem Solving
Step by Step— Step
6, TE
	 	Cambium Learning (New York), Inc.
	 	TX-5-191-652
	 	17-Nov-00
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	209

	 	Problem Solving
Step by Step— Step
7, PE
	 	Cambium Learning (New York),
Inc.
	 	TX-5-572-240
	 	22-Jul-02
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03






53









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	210

	 	Problem Solving Step by Step—
Step 7, TE
	 	Cambium Learning
(New York), Inc.
	 	TX-5-575-241
	 	22-Jul-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	211

	 	Problem Solving Step by Step—
Step 8, PE
	 	Cambium Learning
(New York), Inc.
	 	TX-5-572-243
	 	22-Jul-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	212

	 	Problem Solving Step by Step—
Step 8, TE
	 	Cambium Learning
(New York), Inc.
	 	TX-5-575-242
	 	22-Jul-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	213

	 	Summer bridge program: [no.] 3,
mathematics
	 	Cambium Learning
(New York), Inc.
	 	TX-5-555-719
	 	28-Jun-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	214

	 	Summer bridge 2000 program: 6 mathematics
	 	Cambium Learning
(New York), Inc.
	 	TX-5-547-228
	 	28-Jun-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






54









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	215

	 	Summer bridge 2000: [no.] 8,
mathematics
	 	Cambium Learning
(New York), Inc.
	 	TX-5-555-721
	 	28-Jun-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	216

	 	The metro early reading
program : first grade, level
A: units 1-5
	 	Cambium Learning
(New York), Inc.
	 	TX-5-597-085
	 	26-Aug-02
	 	Metropolitan
Teaching and
Learning Co., Inc.
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	217

	 	The metro early reading
program: level B: units 1 to 5
	 	Cambium Learning
(New York), Inc.
	 	TX-5-597-643
	 	26-Aug-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	218

	 	The metro early reading
program: level C: units 1 to 5
	 	Cambium Learning
(New York), Inc.
	 	TX-5-597-648
	 	26-Aug-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	219

	 	The metro early reading
program: level D : units 1 to 5
	 	Cambium Learning
(New York), Inc.
	 	TX-5-597-641
	 	26-Aug-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a
Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






55









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	220

	 	The metro early
reading program :
level E : units 1 to
5
	 	Cambium Learning (New
York), Inc.
	 	TX-5-597-640
	 	26-Aug-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company.
Inc.
	 	29-Dec-03
	221

	 	The metro early
reading program :
level F : units 1 to
5
	 	Cambium Learning (New
York), Inc.
	 	TX-5-597-642
	 	26-Aug-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	222

	 	The metro early
reading program :
level A units 6 to
10
	 	Cambium Learning (New
York), Inc.
	 	TX-5-597-646
	 	28-Aug-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	223

	 	The metro early
reading program :
level B units 6 to
10
	 	Cambium Learning (New
York), Inc.
	 	TX-5-597-647
	 	28-Aug-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03
	224

	 	The metro early
reading program :
level C units 6 to
10
	 	Cambium Learning (New
York), Inc.
	 	TX-5-597-639
	 	26-Aug-02
	 	Metropolitan
Teaching and
Learning Co., Inc.,
a/k/a Metropolitan
Teaching and
Learning Company
and Metropolitan
Teaching and
Learning Company,
Inc.
	 	29-Dec-03






56









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	225

	 	The metro early
reading program :
level D units 6 to
10
	 	Cambium Learning (New York),
Inc.
	 	TX-5-597-645
	 	26-Aug-02
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	226

	 	The metro early
reading program :
level E units 6 to
10
	 	Cambium Learning (New York),
Inc.
	 	TX-5-597-844
	 	26-Aug-02
	 	Metropolitan Teaching and
Learning Co., Inc. a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	227

	 	The metro early
reading program :
level F : units 6 to
10
	 	Cambium Learning (New York),
Inc.
	 	TX-5-597-084
	 	26-Aug-02
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	228

	 	Walking for
freedom: the
Montgomery bus
boycott: student handbook
	 	Cambium Learning (New York),
Inc.
	 	TX-5-555-560
	 	28-Jun-02
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	229

	 	When justice
failed : the Fred
Korematsu story :
student handbook
	 	Cambium Learning (New York),
Inc.
	 	TX-5-555-559
	 	28-Jun-02
	 	Metropolitan Teaching and
Learning Co., Inc., a/k/a
Metropolitan Teaching and
Learning Company and
Metropolitan Teaching and
Learning Company, Inc.
	 	29-Dec-03
	 
	Illegible
	 
	1

	 	Assessment-Flimstrip
	 	Sopris West Educational
Services, Inc.
	 	JP 17764
	 	 	 	Lexia Learning Systems,
Inc.
	 	May 11 2006







57











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Date of
 Registration	 	Assignor	 	Date of
Recordation
	2

	 	Assessment of Basic
Phonetic Skills—Student
	 	Sopris West Educational Services,
Inc.
	 	A 683903
	 	 	1975	 	 	Lexia Learning Systems,
Inc.
	 	May 11 2006
	3

	 	Assessment of Basic
Phonetic
Skills—Teacher
	 	Sopris West Educational
Services, Inc.
	 	A 683902
	 	 	1975	 	 	Lexia Learning Systems,
inc.
	 	May 11 2006
	4

	 	Filmstrip 1
	 	Sopris West Educational
Services, inc.
	 	A 683888
	 	 	1975	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	5

	 	Filmstrip 2
	 	Sopris West Educational
Services, Inc.
	 	A 683890
	 	 	1975	 	 	Lexia Learning Systems,
Inc.
	 	May 11 2006
	6

	 	Filmstrip 3
	 	Sopris West Educational
Services, Inc.
	 	A 683891
	 	 	1975	 	 	Lexia Learning Systems,
Inc.
	 	May 11 2006
	7

	 	Filmstrip 4
	 	Sopris West Educational
Services, Inc.
	 	A 683892
	 	 	1975	 	 	Lexia Learning
Systems, inc.
	 	May 11 2006
	8

	 	Filmstrip 5
	 	Sopris West Educational
Services, Inc.
	 	A 683893
	 	 	1975	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	9

	 	Filmstrip 6
	 	Sopris West Educational Services, Inc.
	 	A 683894
	 	 	1975	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	10

	 	Filmstrip 7
	 	Sopris West Educational
Services, Inc.
	 	A 683895
	 	 	1975	 	 	Lexia Learning Systems,
Inc.
	 	May 11 2006
	11

	 	Filmstrip 8
	 	Sopris West Educational
Services, Inc.
	 	A 683896
	 	 	1975	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	12

	 	Filmstrip 9
	 	Sopris West Educational
Services, Inc.
	 	A 683897
	 	 	1975	 	 	Lexia Learning
Systems, Inc
	 	May 11 2006
	13

	 	Filmstrip 10
	 	Sopris West Educational Services,
Inc.
	 	A 683898
	 	 	1975	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	14

	 	Follow-up Activities
and Progress Chart,
Reading Practice Book
1
	 	Sopris West Educational
Services, Inc.
	 	TX-4-070-604
	 	 	1995	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	15

	 	Herman Method for
Reversing Reading
Failure Teacher’s
Guide Set A
	 	Sopris West Educational
Services, Inc.
	 	A 683900
	 	 	1975	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	16

	 	Herman Method for

Reversing Reading

Failure, Set B
	 	Sopris West Educational
Services, Inc.
	 	A 879828
	 	 	1977	 	 	Lexia Learning Systems,
Inc.
	 	May 11 2006
	17

	 	Herman Method Reading

Curriculum Software,

Set B
	 	Sopris West Educational
Services. Inc.
	 	TX-4-117-409
	 	 	1995	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	18

	 	Language Makers
	 	Sopris West Educational Services,
Inc.
	 	A 683898
	 	 	1975	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	19

	 	Letter Cards
	 	Sopris West Educational
Services, Inc.
	 	A 683888
	 	 	1975	 	 	Lexia Learning Systems,
Inc.
	 	May 11 2006
	20

	 	Progress Chart (Set A)
	 	Sopris West Educational Services,
Inc.
	 	A 683901
	 	 	1975	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	21

	 	Reading Practice Book 1, Teacher’s Edition
	 	Sopris West Educational Services,
Inc.
	 	TX- 4-070-771
	 	 	1995	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	22

	 	Reading Practice
Book 1, Student
Edition
	 	Sopris West Educational Services,
Inc.
	 	TX-4-070-589
	 	 	1993	 	 	Lexia Learning Systems,
Inc.
	 	May 11 2006






58









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Date of
Registration	 	Assignor	 	Date of
Recordation
	23

	 	Reading Sequence A—Filmstrip
	 	Sopris West Educational
Services, Inc.
	 	JP 17767
	 	 	 	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	24

	 	Sentence Cards, Set A
	 	Sopris West Educational
Services, Inc.
	 	A683884
	 	 	1975	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	25

	 	Spelling Sequence Set A—Filmstrip
	 	Sopris West Educational Services,
Inc.
	 	JP 17785
	 	 	 	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	26

	 	Story Cards, Set A
	 	Sopris West Educational
Services, Inc.
	 	A683883
	 	 	1975	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	27

	 	Story Follow-Up Exercises, Set B
	 	Sopris West Educational Services,
Inc.
	 	TX 6-288-280
	 	 	12/14/05	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	28

	 	The Herman Method Card
Companion, Set A
	 	Sopris West Educational Services,
Inc.
	 	TX 6-398-581
	 	 	12/20/05	 	 	Lexia Learning
Systems, Inc.
	 	Nov 13 2006
	29

	 	The Herman Method Card
Companion, Set B
	 	Sopris West Educational Services,
Inc.
	 	TX 6-262-051
	 	 	12/20/05	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	30

	 	The Herman Method Reading
Curriculum Software, Set A
	 	Sopris West Educational Services,
Inc.
	 	TX-2-467-290
	 	 	1988	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	31

	 	The Herman Method Treasure Hunt
Book
	 	Sopris West Educational Services,
Inc.
	 	TX 6-289-602
	 	 	12/14/05	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	32

	 	The Mess (Story folder, Set B)
	 	Sopris West Educational Services,
Inc.
	 	TX 6-305-948
	 	 	12/30/05	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	33

	 	The Rationale — Filmstrip
	 	Sopris West Educational
Services, Inc.
	 	JP 17766
	 	 	 	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	34

	 	Word & Phrase Lists
	 	Sopris West Educational
Services, inc.
	 	A 683885
	 	 	1975	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	35

	 	Word Cards, Set A
	 	Sopris West Educational Services,
Inc.
	 	A683887
	 	 	1975	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	36

	 	Word Ladder
	 	Sopris West Educational
Services, Inc.
	 	A683888
	 	 	1975	 	 	Lexia Learning
Systems, Inc.
	 	May 11 2006
	 
	 
	1

	 	K-PALS: Kindergarten

peer-assisted literacy

strategies
	 	Sopris West
	 	SR-310-534
	 	16 Apr 01
	 	 	 	 
	2

	 	Homework teams: homework
management strategies for the
classroom
	 	Sopris West
	 	TX-3-799-479
	 	10 Jan 94
	 	 	 	 
	3

	 	Critical issues in today’s
world: module for grades 4-7
	 	Sopris West
	 	TX-3-977-648
	 	17-Jan-95
	 	 	 	 
	4

	 	Best practices: behavioral and
educational strategies for
teachers
	 	Sopris West
	 	TX-4-334-630
	 	26 Jun 96
	 	 	 	 
	5

	 	Student health log: grade 6
	 	Sopris West
	 	TX-4-713-908
	 	29-Jan-98
	 	 	 	 
	6

	 	Student health log: grade 3
	 	Sopris West
	 	TX-4-713-909
	 	29-Jan-98
	 	 	 	 
	7

	 	Student health log: grade 4
	 	Sopris West
	 	TX-4-713-910
	 	29-Jan-98
	 	 	 	 
	8

	 	Health ‘n Me
	 	Sopris West
	 	TX-4-714-049
	 	29 Jan 98
	 	 	 	 
	9

	 	Health ‘n Me
	 	Sopris West
	 	TX-4-714-050
	 	29 Jan 98
	 	 	 	 






59









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Date of
Registration	 	Assignor	 	Date of
Recordation
	10

	 	Health ‘n’ me
	 	Sopris West
	 	TX-4-716-019
	 	29 Jan 98
	 	 
	 	 
	11

	 	Health ‘n me
	 	Sopris West
	 	TX-4-742-400
	 	29 Jan 98	 	 	 	 
	12

	 	Health ‘n me
	 	Sopris West	 	TX-4-742-401	 	29 Jan 98	 	 	 	 
	13

	 	Health ‘n me
	 	Sopris West
	 	TX-4-742-402
	 	29 Jan 98	 	 	 	 
	14

	 	Health ‘n me
	 	Sopris West
	 	TX-4-742-403
	 	29 Jan 98	 	 	 	 
	15

	 	Health ‘n me
	 	Sopris West
	 	TX-4-742-404
	 	29 Jan 98	 	 	 	 
	16

	 	Language)
categories.
phonetically
controlled
vocabulary to read,
classify, and spell
	 	Sopris West
	 	TX-5-088-805
	 	19 Nov 99	 	 	 	 
	17

	 	Step up to writing
	 	Sopris West
	 	TX-5-093-741
	 	19 Nov 99	 	 	 	 
	18

	 	Functional
assessment and
intervention
program (FAIP):
	 	Sopris West
	 	TX-5-094-450
	 	19-Nov-99	 	 	 	 
	 

	 	version 1.0	 	 	 	 	 	 	 	 	 	 
	19

	 	Coping with crisis:
lessons learned: a
resource for
schools, parents,
and communities
	 	Sopris West
	 	TX-5-119-952
	 	9 Dec 99	 	 	 	 
	20

	 	Good thinking:
helping students to
raframe their
thinking patterns
	 	Sopris West
	 	TX-5-148-598
	 	19 Nov 99	 	 	 	 
	21

	 	Functional
behavioral
assessment: an
interactive
training module
	 	Sopris West	 	TX-5-195-860	 	31 May 00	 	 	 	 
	22

	 	Conducting

functional

behavioral

assessments: a

practical guide
	 	Sopris West
	 	TX-5-216-041
	 	31 May 00	 	 	 	 
	23

	 	Bully proofing your

school: a

comprehensive

approach for middle

sc
	 	Sopris West
	 	TX-5-266-220
	 	8 Sep 00	 	 	 	 
	24

	 	Sort It!: word
sorting activities
to complement the
Language)
curriculum
	 	Sopris West
	 	TX-5-343-942	 	15 Sep 00	 	 	 	 
	25

	 	Games and
activities for
readers and
spellers
	 	Sopris West
	 	TX-5-343-943
	 	15 Sep 00	 	 	 	 
	26

	 	Coping with
crisis-a quick
reference: a
resource for
schools (K-12)
	 	Sopris West
	 	TX-5-363-835
	 	5 Apr 01	 	 	 	 
	27

	 	Teaching and
working with
children who have
emotional and
behavioral
challenges
	 	Sopris West
	 	TX-5-363-981
	 	5 Apr 01	 	 	 	 
	28

	 	First step to
success: homeBase
coach guide
	 	Sopris West
	 	TX-5-464-726
	 	11 Dec 01	 	 	 	 
	29

	 	First step to
success; helping
young children
overcome antisocial
behavior:
	 	Sopris West
	 	TX-5-464-727
	 	11 Dec 01	 	 	 	 
	 

	 	Implementation	 	 	 	 	 	 	 	 	 	 







60











 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Date of Registration	 	Assignor	 	Date of Recordation
	30

	 	First step to success : homeBase parent handbook
	 	Sopris West
	 	TX-5-470-752
	 	11Dec01	 	 	 	 
	31

	 	From clunk to click : collaborative strategic read
	 	Sopris West
	 	TX-5-480-474
	 	8Feb02	 	 	 	 
	32

	 	Functional assessment of academic behavior : creating successful learning environments
	 	Sopris West
	 	TX-5-480-500
	 	8Feb02	 	 	 	 
	33

	 	The web-connected school psychologist : the busy person’s guide to school psychology on the Internet
	 	Sopris West
	 	TX-5-485-410
	 	8Feb02	 	 	 	 
	34

	 	The stop & think social skills program : teacher’s manual for oreK-1
	 	Sopris West
	 	TX-5-555-864
	 	26-Jul-02	 	 	 	 
	35

	 	Step up to writing : classroom reproducibles, 2nd edition, English : grades 3 and above (adaptable for K-2)
	 	Sopris West
	 	TX-5-559-865
	 	26Jul02	 	 	 	 
	36

	 	Step up to writing, 2nd edition : overhead masters for transparencies and student handouts
	 	Sopris West
	 	TX-5-559-866
	 	26-Jul-02	 	 	 	 
	37

	 	First grade PALS : first grade peer- assisted literacy strategies
	 	Sopris West
	 	TX-5-587-722
	 	26Jul02	 	 	 	 
	38

	 	Teacher-directed PALS : paths to achieving literacy success
	 	Sopris West
	 	TX-5-587-724
	 	26Jul02	 	 	 	 
	39

	 	Step up to writing
	 	Sopris West
	 	TX-5-587-958
	 	26Jul02	 	 	 	 
	40

	 	Social competence and character : developing IEP goals, objectives, and interventions
	 	Sopris West
	 	TX-5-600-045
	 	22Aug02	 	 	 	 
	41

	 	The parent coach : a new approach to parenting in today’s society
	 	Sopris West
	 	TX-5-615-930
	 	19Nov02	 	 	 	 
	42

	 	Step up to writing : level 1
	 	Sopris West
	 	TX-5-618-964
	 	26Jul02	 	 	 	 
	43

	 	Spellography : teacher answer guide : bk. C : a student road map to better spelling
	 	Sopris West
	 	TX-5-635-560
	 	23Oct02	 	 	 	 
	44

	 	Spellography : teacher answer guide : bk. B : a student road map to better spelling
	 	Sopris West
	 	TX-5-635-561
	 	23Oct02	 	 	 	 
	45

	 	Spellography : teacher answer guide : bk. A : a student road map to better spelling
	 	Sopris West
	 	TX-5-635-562
	 	23Oct02	 	 	 	 






61









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Date of Registration	 	Assignor	 	Date of Recordation
	46

	 	Spellography : a student road map to better spelling : bk. C
	 	Sopris West
	 	TX-5-638-765
	 	4Oct02	 	 	 	 
	47

	 	Spellography : a student road map to better spelling, book B
	 	Sopris West
	 	TX-5-639-156
	 	4Oct02	 	 	 	 
	48

	 	Spellography : a student road map to better spelling : student lesson book A
	 	Sopris West
	 	TX-5-654-947
	 	4Oct02	 	 	 	 
	49

	 	Going for the gold : a parent’s playbook for behavior change
	 	Sopris West
	 	TX-5-665-315
	 	15Oct02	 	 	 	 
	50

	 	Step up to writing (Supplement to Registration : TX 5-093-741, 1999)
	 	Sopris West
	 	TX-5-747-179
	 	26Sep02	 	 	 	 
	51

	 	Step up to writing (Supplement to Registration : TX 5-587-956, 2002)
	 	Sopris West
	 	TX-5-801-716
	 	24Feb03	 	 	 	 
	52

	 	Step up to writing-classroom reproducibles, 2nd edition, English (Supplement to
Registration : TX 5-559-865, 2002)
	 	Sopris West
	 	TX-5-801-717
	 	24Feb03	 	 	 	 
	53

	 	Step up to writing, 2nd edition- overhead masters for transparencies and student
handouts (Supplement to
Registration : TX 5-559-866, 2002)
	 	Sopris West
	 	TX-5-801-718
	 	24Feb03	 	 	 	 
	54

	 	Step up to writing poster set (Supplement to Registration : TX 5 618-954, 2002)
	 	Sopris West
	 	TX-5-801-719
	 	24Feb03	 	 	 	 
	55

	 	Step up to writing (Supplement to Registration TX 5-093-741, 1999)
	 	Sopris West
	 	TX-5-801-720
	 	24Feb03	 	 	 	 
	56

	 	Step & think social skills program : cue cards for core and advanced skills :
grades 6-8
	 	Sopris West
	 	TX-5-899-811
	 	2-Nov-01	 	 	 	 
	57

	 	Step & think social skills program: cue cards for core and advanced skills :
grades 4-5
	 	Sopris West
	 	TX-5-898-812
	 	2-Nov-01	 	 	 	 
	58

	 	Step & think social skills program : cue cards for core and advanced skills :
grades 2-3
	 	Sopris West
	 	TX-5-898-813
	 	2-Nov-01	 	 	 	 
	59

	 	Read Well
	 	Sopris West
	 	VA-1-164-911
	 	12Sep02	 	 	 	 
	60

	 	Write Well
	 	Sopris West
	 	VA-1-164-912
	 	12Sep02	 	 	 	 
	61

	 	Read Well Kindergarten
	 	Sopris West
	 	VAu-566-773
	 	12Sep02	 	 	 	 






62









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Date of Registration	 	Assignor	 	Date of Recordation
	62

	 	Directed play : 230 activities for young children
	 	Sopris West Educational Services
	 	TX-5-667-284
	 	23Dec02	 	 	 	 
	63

	 	A roadmap for facilitating collaborative teams
	 	Sopris West Educational Services
	 	TX-5-865-210
	 	23Dec02	 	 	 	 
	64

	 	Spellography : a student road map
to better spelling : teacher’s resource guide
	 	Sopris West Educational Services
	 	TX-5-724-017
	 	25Feb03	 	 	 	 
	65

	 	Greenwood word lists : one- syllable words
	 	Sopris West Educational Services
	 	TX-5-730-926
	 	25Feb03	 	 	 	 
	66

	 	You can be algebra ready : pt. 1, teacher’s guide
	 	Sopris West Educational Services
	 	TX-5-758-466
	 	18Jul03	 	 	 	 
	67

	 	You can be algebra ready : pt. 2 student book
	 	Sopris West Educational Services
	 	TX-5-758-467
	 	18Jul03	 	 	 	 
	68

	 	You can be algebra ready : pt. 1, student book
	 	Sopris West Educational Services
	 	TX-5-758-468
	 	18Jul03	 	 	 	 
	69

	 	Medication fact sheets : a behavioral medication reference guide for the education
professional
	 	Sopris West Educational Services
	 	TX-5-766-912
	 	18Jul03	 	 	 	 
	70

	 	Algebra ready : everyone can be
algebra ready, teacher’s guide, pt. 2
	 	Sopris West Educational Services
	 	TX-5-802-703
	 	18Jul03	 	 	 	 
	71

	 	Strategies that make learning fun
	 	Sopris West Educational Services
	 	TX-5-804-995
	 	17-Feb-04	 	 	 	 
	72

	 	A trall to the West
	 	Sopris West Educational Services
	 	TX-5-805-172
	 	17Feb04	 	 	 	 
	73

	 	Merrano of the dry country
	 	Sopris West Educational Services
	 	TX-5-805-173
	 	17Feb04	 	 	 	 
	74

	 	Tough class : discipline kit
	 	Sopris West Educational Services
	 	TX-5-831-271
	 	19Feb03	 	 	 	 
	75

	 	Building early literacy and language skills
	 	Sopris West Educational Services
	 	TX-5-856-570
	 	19Feb03	 	 	 	 
	76

	 	Going for the gold : a parent’s playbook for behavior change
	 	Sopris West Educational Services
	 	TX-5-864-202
	 	19Feb03	 	 	 	 
	77

	 	Powerful struggles : managing resistance, building rapport
	 	Sopris West Educational Services
	 	TX-5-864-204
	 	19Feb03	 	 	 	 
	78

	 	K-pals : peer-assisted literacy strategies
	 	Sopris West Educational Services
	 	TX-5-864-205
	 	19Feb03	 	 	 	 
	79

	 	Behavior intervention planning, using the functional behavioral assessment data :
user’s guide
	 	Sopris West Educational Services
	 	TX-5-864-206
	 	19Feb03	 	 	 	 







63











 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Date of 
Registration	 	Assignor	 	Date of 
Recordation
	80

	 	The stop & think social skills
program: teacher’s manual, grades 6-8
	 	Sopris West Educational Services
	 	TX-5-870-959
	 	19-Feb-03	 	 	 	 
	81

	 	The stop & think social skills program:
teacher’s manual, grades 4-5
	 	Sopris West Educational Services
	 	TX-5-870-960
	 	19-Feb-03	 	 	 	 
	82

	 	The stop & think social skills program:
teacher’s manual, grades 2-3
	 	Sopris West Educational Services
	 	TX-5-870-961
	 	19-Feb-03	 	 	 	 
	83

	 	The stop & think social skills program:
reproducible forms for ghades 4-6
	 	Sopris West Educational Services
	 	TX-6-871-053
	 	19-Feb-03	 	 	 	 
	84

	 	The stop & think social skils program:
reproducible forms for grades 2-3
	 	Sopris West Educational Services
	 	TX-5-871-054
	 	19-Feb-03	 	 	 	 
	85

	 	The stop & think social skills program:
reproducible forms for grades 6-8
	 	Sopris West Educational Services
	 	TX-5-871-055
	 	19-Feb-03	 	 	 	 
	86

	 	Foundations for reading instruction
	 	Sopris West Educational Services
	 	TX-5-871-058
	 	19Feb03	 	 	 	 
	87

	 	Safe, supportive and successful schools:
step by step
	 	Sopris West Educational Services
	 	TX-5-892-444
	 	17Feb04	 	 	 	 
	88

	 	Algebra 1 rescue]: teacher’s solution
book
	 	Sopris West Educational Services
	 	TX-5-892-448
	 	17Feb04	 	 	 	 
	89

	 	Lit a shuck for Texas
	 	Sopris West Educational Services
	 	TX-5-896-151
	 	17Feb04	 	 	 	 
	90

	 	Fact fluency and more]:
multiplication and division: teacher’s guide
	 	Sopris West Educational Services
	 	TX-5-900-011
	 	11Mar04	 	 	 	 
	91  

	 	Fact fluency and more]: addition: teacher’s
guide
	 	Sopris West Educational Services
	 	TX-5-900-012
	 	11Mar04	 	 	 	 
	92

	 	Language and literacy for English learners:
grades 7-12: four programs of proven success
	 	Sopris West Educational Services
	 	TX-5-914-633
	 	17Feb04	 	 	 	 
	93

	 	LETRS: Language essentials for teachers of
reading and spelling: bk. 2. modules 4,5,6:
vocabulary, fluency, and comprehension	 	Sopris West Educational Services
	 	TX-5-914-634
	 	17Feb04	 	 	 	 
	94

	 	Algebra 1 rescue]: teacher’s resource
manual
	 	Sopris West Educational Services
	 	TX-5-914-635
	 	17Feb04	 	 	 	 
	95

	 	Vocabulary through morphemes: suffixes,
prefixes, and roots for intermediate grades
	 	Sopris West Educational Services
	 	TX-5-914-638
	 	17Feb04	 	 	 	 






64









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Date of 
Registration	 	Assignor	 	Date of 
Recordation
	96

	 	LETRS: Language essentials for teachers of
reading and spelling: bk. 2, modules 4,5,6,
vocabulary, fluency, and comprehension
	 	Sopris West Educational Services
	 	TX-5-919-180
	 	17Feb04	 	 	 	 
	97

	 	Tips for beginning teachers
	 	Sopris West Educational Services
	 	TX-5-919-468
	 	17Feb04	 	 	 	 
	98

	 	Fact fluency and more]: subtraction:
teacher’s guide
	 	Sopris West Educational Services
	 	TX-5-919-489
	 	17Feb04	 	 	 	 
	99

	 	The special education due process
handbook
	 	Sopris West Educational Services
	 	TX-5-945-947
	 	17Mar04	 	 	 	 
	100

	 	The six-minute solution: a reading fluency
program, grades 3-8, remedial high school
	 	Sopris West Educational Services
	 	TX-5-948-078
	 	5Apr04	 	 	 	 
	101

	 	Algebra 1 rescue]: student book, ch. 7-12
	 	Sopris West Educational Services
	 	TX-5-948-079
	 	5Apr04	 	 	 	 
	102

	 	Project RIDE for preschoolers
	 	Sopris West, Inc.
	 	PA-715-165
	 	21-Jan-94	 	 	 	 
	103

	 	Automobile mechanics
	 	Sopris West, Inc.
	 	TX-1-341-940
	 	14-May-84	 	 	 	 
	104

	 	Health occupations
	 	Sopris West, Inc.
	 	TX-1-341-941
	 	14-May-84	 	 	 	 
	105

	 	Metals
	 	Sopris West, Inc.
	 	TX-1-341-942
	 	14-May-84	 	 	 	 
	106

	 	Construction
	 	Sopris West, Inc.
	 	TX-1-341-943
	 	14-May-84	 	 	 	 
	107

	 	Vocational applied mathematics: electronics
	 	Sopris West, Inc.
	 	TX-1-483-899
	 	31-Dec-84	 	 	 	 
	108

	 	Vocational applied mathematics: auto body
	 	Sopris West, Inc.
	 	TX-1-483-900
	 	31-Dec-84	 	 	 	 
	109

	 	Vocational applied mathematics: food service
	 	Sopris West, Inc.
	 	TX-1-483-901
	 	31-Dec-84	 	 	 	 
	110

	 	Vocational applied mathematics:
electromechanics
	 	Sopris West, Inc.
	 	TX-1-483-902
	 	31-Dec-84	 	 	 	 
	111

	 	Helping kids handle anger: a validated
Washington State innovative education
program
	 	Sopris West, Inc.
	 	TX-4-163-888
	 	27Nov95	 	 	 	 
	112

	 	Teaching cooperation skills: a validated
Washington State innovative education
program
	 	Sopris West, Inc.
	 	TX-4-193-689
	 	27Nov95	 	 	 	 
	113

	 	Creating a caring classroom: a validated
Washington State innovative education
program
	 	Sopris West, Inc.
	 	TX-4-163-690
	 	27Nov95	 	 	 	 
	114

	 	The tough kid video series
	 	Sopris West, Inc.
	 	TX-4-715-972
	 	29Jan98	 	 	 	 
	115

	 	Functional assessments: a step-by-step guide
to solving academic and behavior poblems
	 	Sopris West, Inc.
	 	TX-5-144-469
	 	17Feb00	 	 	 	 






65









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Date of 
Registration	 	Assignor	 	Date of 
Recordation
	116

	 	Special education in transition:
functional assessment and noncategorical
programming
	 	Sopris West, Inc.
	 	TX-5-215-920
	 	31May00	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	1

	 	The Emerging Language and Literacy
Curriculum
	 	Sopris West Educational Services	 	 	 	 	 	 	 	 
	2

	 	Power Readers: Program Guide for Teachers
	 	Sopris West Educational Services
	 	TX 6-500-939
	 	9-Jan-07	 	 	 	 
	3

	 	Power Readers: Book 1: Zap
	 	Sopris West Educational Services
	 	TX 6-501-048
	 	9-Jan-07	 	 	 	 
	4

	 	Power Readers: Book 2: Fat Rat
	 	Sopris West Educational Services
	 	TX 6-501-049
	 	9-Jan-07	 	 	 	 
	5

	 	Power Readers: Book 3: The Gig
	 	Sopris West Educational Services
	 	TX 8-500-900
	 	9-Jan-07	 	 	 	 
	6

	 	Power Readers: Book 4: Dig
	 	Sopris West Educational Services
	 	TX 6-501-050
	 	9-Jan-07	 	 	 	 
	7

	 	Power Readers: Book 5: The Tot
	 	Sopris West Educational Services
	 	TX 6-500-942
	 	9-Jan-07	 	 	 	 
	8

	 	Power Readers: Book 8: Not a Pal
	 	Sopris West Educational Services
	 	TX 6-501-051
	 	9-Jan-07	 	 	 	 
	9

	 	Power Readers: Book 7: Get Set
	 	Sopris West Educational Services
	 	TX 6-501-052
	 	9-Jan-07	 	 	 	 
	10

	 	Power Readers: Book 8: Red Hen
	 	Sopris West Educational Services
	 	TX 6-501-053
	 	9-Jan-07	 	 	 	 
	11

	 	Power Readers: Book 9: Sun and Mud
	 	Sopris West Educational Services
	 	TX 6-501-054
	 	9-Jan-07	 	 	 	 
	12

	 	Power Readers: Book 10: Pug
	 	Sopris West Educational Services
	 	TX 6-501-055
	 	9-Jan-07	 	 	 	 
	13

	 	Power Readers: Book 11: Fun in the Sun
	 	Sopris West Educational Services
	 	TX 6-501-058
	 	9-Jan-07	 	 	 	 
	14

	 	Power Readers: Book 12: At the Dam
	 	Sopris West Educational Services
	 	TX 6-501-057
	 	9-Jan-07	 	 	 	 
	15

	 	Power Readers: Book 13: The Sick Tot
	 	Sopris West Educational Services
	 	TX 6-501-058
	 	9-Jan-07	 	 	 	 
	16

	 	Power Readers: Book 14: The Duck
	 	Sopris West Educational Services
	 	TX 6-498-046
	 	9-Jan-07	 	 	 	 
	17

	 	Power Readers: Book 15: Fun at the Pond
	 	Sopris West Educational Services
	 	TX 6-498-047
	 	9-Jan-07	 	 	 	 
	18

	 	Power Readers: Book 16: The Hulk
	 	Sopris West Educational Services
	 	TX 6-498-048
	 	9-Jan-07	 	 	 	 
	19

	 	Power Readers: Book 17: In a Cast
	 	Sopris West Educational Services
	 	TX 6-498-049
	 	9-Jan-07	 	 	 	 







66











 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	20

	 	Power Readers: Book 18: Crab
Rock
	 	Sopris West Educational Services
	 	TX 6-498-050
	 	9-Jan-07	 	 	 	 
	21

	 	Power Readers: Book 19: Dizzy
	 	Sopris West Educational Services
	 	TX 6-498-051
	 	9-Jan-07	 	 	 	 
	22

	 	Power Readers: Book 20: No

Pets in Bed
	 	Sopris West Educational Services
	 	TX 6-498-052
	 	9-Jan-07	 	 	 	 
	23

	 	Power Readers: Book 21: Run,
Dizzy!
	 	Sopris West Educational Services
	 	TX 6-498-053
	 	9-Jan-07	 	 	 	 
	24

	 	Power Readers: Book 22: Zap

Can Fish
	 	Sopris West Educational Services
	 	TX 6-498-054
	 	9-Jan-07	 	 	 	 
	25

	 	Power Readers: Book 23: A

Bath at the Pond
	 	Sopris West Educational Services
	 	TX 6-498-055
	 	9-Jan-07	 	 	 	 
	26

	 	Power Readers: Book 24:

Itty-Bitty Finch
	 	Sopris West Educational Services
	 	TX 6-500-201
	 	9-Jan-07	 	 	 	 
	27

	 	Power Readers: Book 25:

Ring-a-Ling
	 	Sopris West Educational Services
	 	TX 6-500-202
	 	9-Jan-07	 	 	 	 
	28

	 	Power Readers: Book 26: Fish
Tank
	 	Sopris West Educational Services
	 	TX 6-500-203
	 	9-Jan-07	 	 	 	 
	29

	 	Power Readers: Book 27:

Batting Bugs
	 	Sopris West Educational Services
	 	TX 6-500-204
	 	9-Jan-07	 	 	 	 
	30

	 	Power Readers: Book 28:
Tim’s Buddy
	 	Sopris West Educational Services
	 	TX 6-500-205
	 	9-Jan-07	 	 	 	 
	 
	 
	1

	 	Read well program guide
	 	Sopris West Educational Services, Inc.
	 	TX 5-216-040
	 	31-May-00
	 	Teaching Strategies, Inc., Marilyn M.
Sprick, President
	 	29-Jul-05
	2

	 	Placement inventory and
decoding assessments
	 	Sopris West Educational Services, Inc.
	 	TX 5-220-690
	 	31-May-00
	 	Teaching Strategies, Inc., Marilyn M.
Sprick, President
	 	29-Jul-05
	3

	 	Critical foundations in
primary reading: unit guides

1-20
	 	Sopris West Educational Services, Inc.
	 	TX 5-220-691
	 	31-May-00
	 	Teaching Strategies, Inc., Marilyn M.
Sprick, President
	 	29-Jul-05
	4

	 	Critical foundations in

primary reading: unit guides

21-38
	 	Sopris West Educational Services, Inc.
	 	TX 5-220-692
	 	31-May-00
	 	Teaching Strategies, Inc., Marilyn M.
Sprick, President
	 	29-Jul-05
	5

	 	Sing a song of freedom
	 	Sopris West Educational Services, Inc.
	 	TX 5-236-824
	 	6-Jun-00
	 	Teaching Strategies, Inc., Marilyn M.
Sprick, President
	 	29-Jul-05
	6

	 	Write well spelling: teacher

guide 1
	 	Sopris West Educational Services, Inc.
	 	TX 5-363-929
	 	5-Apr-01
	 	Teaching Strategies, Inc., Marilyn M.
Sprick, President
	 	29-Jul-05






67









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	7

	 	Write well spelling: teacher

guide 2
	 	Sopris West Educational Services, Inc.
	 	TX 5-363-930
	 	5-Apr-01
	 	Teaching Strategies,
Inc., Marilyn M.
Sprick, President
	 	29-Jul-05
	8

	 	Read well big book: units 4-6
	 	Sopris West Educational Services, Inc.
	 	TX 5-364-024
	 	5-Apr-01
	 	Teaching Strategies,
Inc., Marilyn M.
Sprick, President
	 	29-Jul-05
	9

	 	Read well write well big
book of alphabet poems
	 	Sopris West Educational Services, Inc.
	 	TX 5-364-025
	 	5-Apr-01
	 	Teaching Strategies,
Inc., Marilyn M.
Sprick, President
	 	29-Jul-05
	10

	 	Teacher’s guide: level K:
whole class: units 25-26
plus short vowel E and vowel
review units
	 	Sopris West Educational Services, Inc.
	 	TX 5-804-996
	 	17-Feb-04
	 	Teaching Strategies,
Inc., Marilyn M.
Sprick, President
	 	29-Jul-05
	11

	 	Whole class: level K, units
19-24: teacher’s guide
	 	Sopris West Educational Services, Inc.
	 	TX 5-805-021
	 	17-Feb-04
	 	Teaching Strategies,
Inc., Marilyn M.
Sprick, President
	 	29-Jul-05
	12

	 	Mark and Dan go West
	 	Sopris West Educational Services, Inc.
	 	TX 5-947-684
	 	5-Apr-04
	 	Teaching Strategies,
Inc., Marilyn M.
Sprick, President
	 	29-Jul-05
	13

	 	The race : traditional tale
	 	Sopris West Educational Services, Inc.
	 	TX 5-947-819
	 	5-Apr-04
	 	Teaching Strategies,
Inc., Marilyn M.
Sprick, President
	 	29-Jul-05
	14

	 	Cats
	 	Sopris West Educational Services, Inc.
	 	TX 5-947-820
	 	5-Apr-04
	 	Teaching Strategies,
Inc., Marilyn M.
Sprick, President
	 	29-Jul-05
	15

	 	Rescue workers
	 	Sopris West Educational Services, Inc.
	 	TX 5-947-821
	 	5-Apr-04
	 	Teaching Strategies,
Inc., Marilyn M.
Sprick, President
	 	29-Jul-05
	16

	 	Read Well magazine: unit 8

(slanted text)
	 	Sopris West Educational Services, Inc.
	 	TX 5-961-444
	 	17-Feb-04
	 	Teaching Strategies,
Inc., Marilyn M.
Sprick, President
	 	29-Jul-05
	17

	 	Hey diddle diddle
	 	Sopris West Educational Services, Inc.
	 	TX 6-033-199
	 	5-Apr-04
	 	Teaching Strategies,
Inc., Marilyn M.
Sprick, President
	 	29-Jul-05
	18

	 	The little red hen
	 	Sopris West Educational Services, Inc.
	 	TX 6-033-200
	 	5-Apr-04
	 	Teaching Strategies,
Inc., Marilyn M.
Sprick, President
	 	29-Jul-05
	19

	 	Traveling by train
	 	Sopris West Educational Services, Inc.
	 	TX 6-033-201
	 	5-Apr-04
	 	Teaching Strategies,
Inc., Marilyn M.
Sprick, President
	 	29-Jul-05
	20

	 	Whales
	 	Sopris West Educational Services, Inc.
	 	TX 6-033-202
	 	5-Apr-04
	 	Teaching Strategies,
Inc., Marilyn M.
Sprick, President
	 	29-Jul-05





Sopris West — Language!





68









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	1

	 	Language! eReader:

Instructional Text

Selections: Book A (CD-ROM)
	 	Sopris West Educational Services, Inc.
	 	TX 6-411-967
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	2

	 	Language! eReader:

Instructional Text

Selections: Book B (CD-ROM)
	 	Sopris West Educational Services, Inc.
	 	TX 6-411-966
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	3

	 	Language! eReader:

Instructional Text

Selections: Book C (CD-ROM)
	 	Sopris West Educational Services, Inc.
	 	TX 6-430-178
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	4

	 	Language! eReader:

Instructional Text

Selections: Book D (CD-ROM)
	 	Sopris West Educational Services, Inc.
	 	TX 6-430-176
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	5

	 	Language! eReader:

Instructional Text

Selections: Book E (CD-ROM)
	 	Sopris West Educational Services, Inc.
	 	TX 6-430-177
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	6

	 	Language! eReader:

Instructional Text

Selections: Book F (CD-ROM)
	 	Sopris West Educational Services, Inc.
	 	TX 6-430-174
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	7

	 	Language! Speaking and
Listening in the English
Language: 270 Spoken Lessons
for English Language
Learners
	 	Sopris West Educational Services, Inc.
	 	TX 6-412-322
	 	1-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	8

	 	Language! Teacher Resource

Guide
	 	Sopris West Educational Services, Inc.
	 	TX 6-423-433
	 	1-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	9

	 	Language! The Comprehensive

Literacy Curriculum:
	 	Sopris West Educational Services, Inc.
	 	TX 6-401-058
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Assessment: Content Mastery: Book A	 	 	 	 	 	 	 	 	 	 
	10

	 	Language! The Comprehensive

Literacy Curriculum:
	 	Sopris West Educational Services, Inc.
	 	TX 6-406-458
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Assessment: Content Mastery: Book B	 	 	 	 	 	 	 	 	 	 
	11

	 	Language! The Comprehensive

Literacy Curriculum:
	 	Sopris West Educational Services, Inc.
	 	TX 6-406-459
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Assessment: Content Mastery:	 	 	 	 	 	 	 	 	 	 
	 

	 	Book C	 	 	 	 	 	 	 	 	 	 
	12

	 	Language! The Comprehensive

Literacy Curriculum:
	 	Sopris West Educational Services, Inc.
	 	TX 6-406-460
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Assessment: Content Mastery:	 	 	 	 	 	 	 	 	 	 
	 

	 	Book D	 	 	 	 	 	 	 	 	 	 
	13

	 	Language! The Comprehensive

Literacy Curriculum:
	 	Sopris West Educational Services, Inc.
	 	TX 6-406-462
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Assessment: Content Mastery:	 	 	 	 	 	 	 	 	 	 
	 

	 	Book E	 	 	 	 	 	 	 	 	 	 







69











 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	14

	 	Language! The Comprehensive
Literacy Curriculum: Assessment:
	 	Sopris West Educational Services, Inc.
	 	TX 6-406-463
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Content Mastery: Book F	 	 	 	 	 	 	 	 	 	 
	15

	 	Language! The Comprehensive
Literacy Curriculum: Assessment:
	 	Sopris West Educational Services, Inc.
	 	TX 6-406-461
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Summative Tests and Progress
Indicators: Book A	 	 	 	 	 	 	 	 	 	 
	16

	 	Language! The Comprehensive
Literacy Curriculum: Assessment:
	 	Sopris West Educational Services, Inc.
	 	TX 6-406-464
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Summative Tests and
Progress Indicators: Book B	 	 	 	 	 	 	 	 	 	 
	17

	 	Language! The Comprehensive
Literacy Curriculum: Assessment:
	 	Sopris West Educational Services, Inc.
	 	TX 6-406-465
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Summative Tests and Progress
Indicators: Book C	 	 	 	 	 	 	 	 	 	 
	18

	 	Language! The Comprehensive
Literacy Curriculum: Assessment:
	 	Sopris Weal Educational Services, Inc.
	 	TX 6-406-467
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Summative Tests and
Progress Indicators: Book D	 	 	 	 	 	 	 	 	 	 
	19

	 	Language! The Comprehensive
Literacy Curriculum: Assessment:
	 	Sopris West Educational Services, Inc.
	 	TX 6-401-057
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Summative Tests and
Progress Indicators: Book E	 	 	 	 	 	 	 	 	 	 
	20

	 	Language! The Comprehensive
Literacy Curriculum: Assessment:
	 	Sopris West Educational Services, Inc.
	 	TX 6-401-056
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Summative Tests and
Progress Indicators: Book F	 	 	 	 	 	 	 	 	 	 
	21

	 	Language! The Comprehensive
Literacy Curriculum: Assessment:
	 	Sopris West Educational Services, Inc.
	 	TX 6-435-613
	 	1-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Teacher Edition
Book A	 	 	 	 	 	 	 	 	 	 
	22

	 	Language! The Comprehensive
Literacy Curriculum: Assessment:
	 	Sopris West Educational Services, Inc.
	 	TX 6-435-614
	 	1-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Teacher Edition Book B	 	 	 	 	 	 	 	 	 	 
	23

	 	Language! The Comprehensive
Literacy Curriculum: Assessment:
	 	Sopris West Educational Services, Inc.
	 	TX 6-435-615
	 	l-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Teacher Edition Book C	 	 	 	 	 	 	 	 	 	 
	24

	 	Language! The Comprehensive
Literacy Curriculum: Assessment:
	 	Sopris West Educational Services, Inc.
	 	 	 	 	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Teacher Edition Book D	 	 	 	 	 	 	 	 	 	 






70









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	25

	 	Language! The Comprehensive
Literacy Curriculum: Assessment:
	 	Sopris West Educational Services, Inc.
	 	 	 	 	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Teacher Edition Book E	 	 	 	 	 	 	 	 	 	 
	26

	 	Language! The Comprehensive
Literacy Curriculum: Assessment:
	 	Sopris West Educational Services, Inc.
	 	 	 	 	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Teacher Edition Book F	 	 	 	 	 	 	 	 	 	 
	27

	 	Language! The Comprehensive
Literacy Curriculum: Book A:
Teacher’s Edition (in two
volumes)
	 	Sopris West Educational Services, Inc.
	 	TX 6-371-788
	 	2-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	28

	 	Language! The Comprehensive
Literacy Curriculum: Book B:
Teacher’s Edition (in two
volumes)
	 	Sopris West Educational Services, Inc.
	 	TX 6-371-793
	 	2-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	29

	 	Language! The Comprehensive
Literacy Curriculum: Book C:
	 	Sopris West Educational Services, Inc.
	 	TX 6-371-790
	 	2-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Teacher’s Edition (in two

volumes)	 	 	 	 	 	 	 	 	 	 
	30

	 	Language! The Comprehensive
Literacy Curriculum: Book D:
	 	Sopris West Educational Services, Inc.
	 	TX 6-371-791
	 	2-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Teacher’s Edition (in two
volumes)	 	 	 	 	 	 	 	 	 	 
	31

	 	Language! The Comprehensive
Literacy Curriculum: Book E:
	 	Sopris West Educational Services, Inc.
	 	TX 6-371-794
	 	2-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Teacher’s Edition (in two
volumes)	 	 	 	 	 	 	 	 	 	 
	32

	 	Language! The Comprehensive
Literacy Curriculum: Book F:
	 	Sopris Weal Educational Services, Inc.
	 	TX 6-371-792
	 	2-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Teacher’s Edition (in two
volumes)	 	 	 	 	 	 	 	 	 	 
	33

	 	Language! The Comprehensive
Literacy Curriculum: Course
Syllabus
	 	Sopris West Educational Services, Inc.
	 	TX 6-407-299
	 	1-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	34

	 	Language! The Comprehensive
Literacy Curriculum:
	 	Sopris West Educational Services, Inc.
	 	TX 6-411-962
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Instructional Planning Tools:	 	 	 	 	 	 	 	 	 	 
	 

	 	Book A (CD-ROM)	 	 	 	 	 	 	 	 	 	 
	35

	 	Language! The Comprehensive
Literacy Curriculum:
	 	Sopris West Educational Services,
Inc.
	 	TX 6-411-963
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Instructional Planning Tools:
Book B (CD-ROM)	 	 	 	 	 	 	 	 	 	 






71









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	36

	 	Language! The Comprehensive
Literacy Curriculum:
	 	Sopris West Educational Services, Inc.
	 	TX 6-430-175
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Instructional Planning Tools:	 	 	 	 	 	 	 	 	 	 
	 

	 	Book C (CD-ROM)	 	 	 	 	 	 	 	 	 	 
	37

	 	Language! The Comprehensive
Literacy Curriculum:
	 	Sopris West Educational Services, Inc.
	 	TX 6-430-172
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Instructional Planning Tools:	 	 	 	 	 	 	 	 	 	 
	 

	 	Book D (CD-ROM)	 	 	 	 	 	 	 	 	 	 
	38

	 	Language! The Comprehensive
Literacy Curriculum:
Instructional Planning Tools:
	 	Sopris West Educational Services, Inc.
	 	TX 6-430-173
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Book E (CD-ROM)	 	 	 	 	 	 	 	 	 	 
	39

	 	Language! The Comprehensive
Literacy Curriculum:
	 	Sopris West Educational Services, Inc.
	 	TX 6-430-179
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Instructional Planning Tools:	 	 	 	 	 	 	 	 	 	 
	 

	 	Book F (CD-ROM)	 	 	 	 	 	 	 	 	 	 
	40

	 	Language! The Comprehensive
Literacy Curriculum:
	 	Sopris West Educational Services, Inc.
	 	TX 6-401-059
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Interactive Text: Book A	 	 	 	 	 	 	 	 	 	 
	41

	 	Language! The Comprehensive
Literacy Curriculum:
	 	Sopris West Educational Services, Inc.
	 	TX 6-401-061
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Interactive Text: Book B	 	 	 	 	 	 	 	 	 	 
	42

	 	Language! The Comprehensive
literacy Curriculum:
	 	Sopris West Educational Services, Inc.
	 	TX 6-407-292
	 	1-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Interactive Text: Book C	 	 	 	 	 	 	 	 	 	 
	43

	 	Language! The Comprehensive
Literacy Curriculum:
	 	Sopris West Educational Services, Inc.
	 	TX 6-410-957
	 	1-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Interactive Text: Book D	 	 	 	 	 	 	 	 	 	 
	44

	 	Language! The Comprehensive
Literacy Curriculum:
	 	Sopris West Educational Services, Inc.
	 	TX 6-413-102
	 	1-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Interactive Text: Book E	 	 	 	 	 	 	 	 	 	 







72












 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	45

	 	Languagel The Comprehensive

Literacy Curriculum:
	 	Sopris West Educational Services, Inc.
	 	TX 6-413-103
	 	1-Aug-08
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Interactive Text Book F	 	 	 	 	 	 	 	 	 	 
	46

	 	Languagel The Comprehensive

Literacy Curriculum: Letter

Cards for Books A-E
	 	Sopris West Educational Services, Inc.
	 	TX 6-413-125
	 	1-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	47

	 	Languagel The Comprehensive

Literacy Curriculum: Morphemes

for Meaning Cards for Books

A-F
	 	Sopris West Educational Services, Inc.
	 	TX 6-413-126
	 	1-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	48

	 	Languagel The Comprehensive

Literacy Curriculum: Online

Assessment Booklet
	 	Sopris West Educational Services, Inc.
	 	TX 6-406-466
	 	31-Jul-08
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	49

	 	Languagel The Comprehensive

Literacy Curriculum:
	 	Sopris West Educational Services, Inc.
	 	TX 6-486-362
	 	1-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Placement: Administration,
Scoring, and Use (DVD)	 	 	 	 	 	 	 	 	 	 
	50

	 	Languagel The Comprehensive

Literacy Curriculum: Placement:

Student Edition
	 	Sopris West Educational Services, Inc.
	 	TX 6-371-787
	 	2-Aug-08
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	51

	 	Languagel The Comprehensive

Literacy Curriculum: Student

Book A
	 	Sopris West Educational Services, Inc.
	 	TX 6-371-784
	 	2-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	52

	 	Languagel The Comprehensive

Literacy Curriculum: Student

Book B
	 	Sopris West Educational Services, Inc.
	 	TX 6-371-783
	 	2-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	53

	 	Languagel The Comprehensive

Literacy Curriculum: Student

Book C
	 	Sopris West Educational Services, Inc.
	 	TX 6-371-785
	 	2-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	54

	 	Languagel The Comprehensive

Literacy Curriculum: Student

Book D
	 	Sopris West Educational Services, Inc.
	 	TX 6-371-789
	 	2-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	55

	 	Languagel The Comprehensive
Literacy Curriculum; Student
Book
E
	 	Sopris West Educational Services, Inc.
	 	TX 6-371-782
	 	2-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	56

	 	Languagel The Comprehensive

Literacy Curriculum: Student

Book F
	 	Sopris West Educational Services, Inc.
	 	TX 6-371-781
	 	2-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	57

	 	Languagel The Comprehensive

Literacy Curriculum: Teacher

Placement Guide Book
	 	Sopris West Educational Services, Inc.
	 	TX 6-371-786
	 	2-Aug-06
	 	Jane Fell Greene, Ed.D.
	 	26-Oct-06






73









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	58

	 	Languagel The Comprehensive

Literacy Curriculum:
	 	Sopris West Educational Services, Inc.
	 	TX 6-401-060
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	 

	 	Transparencies and Templates:	 	 	 	 	 	 	 	 	 	 
	 

	 	Books A-F	 	 	 	 	 	 	 	 	 	 
	59

	 	Languagel Words for Teachers:

Books A-F (CD-ROM)
	 	Sopris West Educational Services, Inc.
	 	TX 6-411-964
	 	31-Jul-06
	 	Jane Fell Greene, Ed.D.
	 	25-Oct-06
	60

	 	Sortegories: Books A-F
	 	Sopris West (claimant): co-authors
Nancy Chapel Eberhardl M.A. and Sheryl
Ferlito. M.A.
	 	TX 6-440-161
	 	31-Jul-06	 	 	 	 
	61

	 	Languagel : a curriculum for
at risk and ESL students in
grades 4-12
	 	Sopris West Educational Services, Inc.
	 	TX-4-318-401
	 	28-May-96
	 	Jane Fell Greene
	 	25-Oct-06
	62

	 	Sounds and letters for readers
and spellers: phoneme
awareness drills for teachers
and speech-language
pathologists
	 	Sopris West Educational Services, Inc.
	 	TX-4-707-471
	 	29-Jan-98
	 	Jane Fell Greene
	 	25-Oct-06
	63

	 	Sounds and letters for readers
and spellers: phoneme
awareness drills for teachers
and speech-language
pathologists : for use in
classroom and clinic
	 	Sopris West Educational Services, Inc.
	 	TX-4-715-988
	 	29-Jan-98
	 	Jane Fell Greene
	 	25-Oct-06
	64

	 	Languagel morphemes for meaning
	 	Sopris West Educational Services, Inc.
	 	TX-5-084-525
	 	19-Nov-99
	 	Jane Fell Greene
	 	25-Oct-06
	65

	 	Languagel : syllabus and
advance organizer
	 	Sopris West Educational Services, Inc.
	 	TX-5-363-965
	 	5-Apr-01
	 	Jane Fell Greene
	 	25-Oct-06
	66

	 	Languagel : a literacy

intervention curriculum:
	 	Sopris West Educational Services, Inc.
	 	TX-5-363-970
	 	5-Apr-01
	 	Jane Fell Greene
	 	25-Oct-06
	 

	 	grades 1-12: instructional

resource guide for teachers	 	 	 	 	 	 	 	 	 	 
	67

	 	Languagel student mastery : bk.
E, level 2, units 25-30
	 	Sopris West Educational Services. Inc.
	 	TX-5-373-063
	 	25-Jan-01
	 	Jane Fell Greene
	 	25-Oct-06
	68

	 	Languagel student mastery : bk.
D, level 2, units 19-24
	 	Sopris West Educational Services, Inc.
	 	TX-5-373-064
	 	25-Jan-01
	 	Jane Fell Greene
	 	25-Oct-06
	69

	 	Languagel student mastery : bk.
A, level 1, units 1-6
	 	Sopris West Educational Services, Inc.
	 	TX-5-373-065
	 	25-Jan-01
	 	Jane Fell Greene
	 	25-Oct-06
	70

	 	Languagel student mastery : bk.
F, level 2, units 31-36
	 	Sopris West Educational Services, Inc.
	 	TX-5-373-066
	 	25-Jan-01
	 	Jane Fell Greene
	 	25-Oct-06
	71

	 	Languagel student mastery : bk.
1, level 3, units 49-54
	 	Sopris West Educational Services, Inc.
	 	TX-5-373-067
	 	25-Jan-01
	 	Jane Fell Greene
	 	25-Oct-06
	72

	 	Languagel student mastery : bk.
B, level 1, units 7-12
	 	Sopris West Educational Services, Inc.
	 	TX-5-373-068
	 	25-Jan-01
	 	Jane Fell Greene
	 	25-Oct-06
	73

	 	Languagel student mastery : bk.
G, level 3, units 37-42
	 	Sopris West Educational Services, Inc.
	 	TX-5-373-069
	 	25-Jan-01
	 	Jane Fell Greene
	 	25-Oct-06






74









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Date of	 	 	 	Date of
	 	 	Title of Work	 	Author/Claimant/Assignee	 	Registration Number	 	Registration	 	Assignor	 	Recordation
	74

	 	Languagel student mastery: bk.
H, level 3, units 43-48
	 	Sopris West Educational Services, Inc.
	 	TX-5-373-070
	 	25-Jan-01
	 	Jane Fell Greene
	 	25-Oct-06
	75

	 	Languagel : a literacy
intervention curriculum,
grades 1-12 : reading, writing,
spelling, grammar, language &
vocabulary : level 1, 2nd ed.
	 	Sopris West Educational Services, Inc.
	 	TX-5-377-885
	 	18-Apr-01
	 	Jane Fell Greene
	 	25-Oct-06
	76

	 	Languagel : a literacy
intervention curriculum,
grades 1-12 : reading, writing,
spelling, grammar, language &
vocabulary : level 3, 2nd ed.
	 	Sopris West Educational Services, Inc.
	 	TX-5-377-886
	 	25-Jan-01
	 	Jane Fell Greene
	 	25-Oct-06
	77

	 	Languagel : a literacy
intervention curriculum,
grades 1-12 : reading, writing,
spelling, grammar, language &
vocabulary : level 2, 2nd ed.
	 	Sopris West Educational Services, Inc.
	 	TX-5-377-887
	 	18-Apr-01
	 	Jane Fell Greene
	 	25-Oct-06
	78

	 	Languagel : student mastery:
book C, level 1, units 13-18,
2nd ed.
	 	Sopris West Educational Services, Inc.
	 	TX-5-457-851
	 	25-Jan-01
	 	Jane Fell Greene
	 	25-Oct-06
	79

	 	Languagel The Comprehensive

Literacy Curriculum: DRP Test:
	 	Jane Fell Greene, Ed.D.
	 	TX-6-479-580
	 	11-Aug-06	 	 	 	 
	 

	 	Student Booklet, 3rd ed.	 	 	 	 	 	 	 	 	 	 
	80

	 	Languagel The Comprehensive
Literacy Curriculum : DRP Test
Teacher Booklet 3rd ed.
	 	Jane Fell Greene, Ed.D.
	 	TX-6-479-581
	 	11-Aug-06	 	 	 	 







75











 





PATENTS:




	 	 	 	 	 	 	 
	OWNER	 	PATENT NUMBER	 	DESCRIPTION
	INTELLITOOLS, INC.

	 	 	D352,280	 	 	COMPUTER KEYBOARD
	INTELLITOOLS, INC.

	 	 	5,450,078	 	 	MEMBRANE COMPUTER KEYBOARD AND METHOD
	INTELLITOOLS, INC.

	 	 	5,692,140	 	 	METHODS AND APPARATUS FOR SYNCHRONIZING APPLICATION AND UTILITY PROGRAMS
	KURZWEIL EDUCATIONAL SYSTEMS, INC.

	 	 	5,875,428	 	 	READING SYSTEM DISPLAYING SCANNED IMAGES WITH DUAL HIGHLIGHTING
	KURZWEIL EDUCATIONAL SYSTEMS, INC.

	 	 	6,173,264	 	 	READING SYSTEM DISPLAYING SCANNED IMAGES WITH DUAL HIGHLIGHTING
	KURZWEIL EDUCATIONAL SYSTEMS, INC.

	 	 	6,052,663	 	 	READING SYSTEMS WHICH READS ALOUD

FROM AN IMAGE REPRESENTATION OF A DOCUMENTS
	KURZWEIL EDUCATIONAL SYSTEMS, INC.

	 	 	6,137,906	 	 	CLOSEST WORD ALGORITHM
	KURZWEIL EDUCATIONAL SYSTEMS, INC.

	 	 	6,033,224	 	 	READING MACHINE SYSTEM FOR THE BLIND HAVING A DICTIONARY
	KURZWEIL EDUCATIONAL SYSTEMS, INC,

	 	 	5,999,903	 	 	READING SYSTEM HAVING RECURSIVE DICTIONARY AND TALKING HELP MENU
	KURZWEIL EDUCATIONAL SYSTEMS, INC.

	 	 	6,014,464	 	 	COMPRESSION/ DECOMPRESSION ALGORITHM FOR IMAGE DOCUMENTS HAVING TEXT GRAPHICAL AND COLOR CONTENT
	KURZWEIL EDUCATIONAL SYSTEMS, INC.

	 	 	6,587,583	 	 	COMPRESSION/DECOMPRESSION ALGORITHM FOR IMAGE DOCUMENTS HAVING TEXT, GRAPHICAL AND COLOR CONTENT
	KURZWEIL EDUCATIONAL SYSTEMS, INC.

	 	 	6,246,791	 	 	COMPRESSION/DECOMPRESSION ALGORITHM FOR IMAGE DOCUMENTS HAVING TEXT, GRAPHICAL AND COLOR CONTENT
	KURZWEIL EDUCATIONAL SYSTEMS, INC.

	 	 	6,320,982	 	 	COMPRESSION/DECOMPRESSION ALGORITHM FOR IMAGE DOCUMENTS HAVING TEXT, GRAPHICAL AND COLOR CONTENT
	KURZWEIL EDUCATIONAL SYSTEMS, INC.

	 	 	6,199,042	 	 	COMPUTER SPEECH READING SYSTEM USING HUMAN VOICE AND TEXT DISPLAY
	KURZWEIL EDUCATIONAL SYSTEMS, INC.

	 	 	6,068,487	 	 	SPELLER FOR READING SYSTEM






 









 






	 	 	 	 	 	 	 
	OWNER	 	PATENT NUMBER	 	DESCRIPTION
	KURZWEIL EDUCATIONAL SYSTEMS, INC.

	 	 	6,256,610	 	 	HEADER/FOOTER AVOIDANCE READING SYSTEM
	KURZWEIL EDUCATIONAL SYSTEMS, INC.

	 	 	6,188,779	 	 	DUAL PAGE MODE DETECTION






PATENT APPLICATIONS




	 	 	 	 	 	 	 
	 	 	PATENT	 	 
	 	 	APPLICATION	 	 
	OWNER	 	NUMBER	 	DESCRIPTION
	KURZWEIL EDUCATIONAL SYSTEMS, INC.

	 	 	20070043669	 	 	TECHNIQUES FOR PROTECTED VIEWING OF DIGITAL FILES
	KURZWEIL EDUCATIONAL SYSTEMS, INC.

	 	 	20070043670	 	 	TAGS FOR UNLOCKING DIGITAL CONTENT
	KURZWEIL EDUCATIONAL SYSTEMS, INC.

	 	 	20070043671	 	 	PROTECTED VIEWING OF DIGITAL FILES
	KURZWEIL EDUCATIONAL SYSTEMS, INC.

	 	 	20070043678	 	 	OPTICAL CHARACTER RECOGNITION TECHNIQUE FOR PROTECTED VIEWING OF DIGITAL FILES
	KURZWEIL EDUCATIONAL SYSTEMS, INC,

	 	 	20070043810	 	 	UNLOCKING DIGITAL CONTENT ON REMOTE SYSTEMS






 









 






Schedule 5.6(c) 

Violations



None.





 











 






Schedule 5.7(a)

Subsidiaries




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Type of	 	State of	 	 	 	Shares	 	 	 	Percent	 	Options &
	Legal Name	 	Facility	 	Formation	 	Board Owner	 	Authorized	 	No. Shares Issued	 	Owned	 	Warrants
	VSS-Cambium Merger Corp.

	 	Corporation
	 	Delaware
	 	VSS-Cambium Holdings, LLC
	 	1,000 common
	 	10 shares of common stock
	 	 	100	%	 	 	0	 
	Cambium Learning, Inc.

	 	Corporation
	 	Delaware
	 	VSS-Cambium Merger Corp.
	 	1,100,000 common
1,000,000 Series A
preferred
	 	10 shares of common stock
	 	 	100	%	 	 	0	 
	Cambium Learning, Inc.

	 	Corporation
	 	Delaware
	 	VSS-Cambium Holdings,

LLC (post merger)
	 	1,100,000 common
1,000,000 Series A
preferred
	 	10 shares of common stock
	 	 	100	%	 	 	0	 
	Cambium Learning
(New York), Inc.

	 	Corporation
	 	Delaware
	 	Cambium Learning, Inc.
	 	100 common
	 	100 shares of common stock
	 	 	100	%	 	 	0	 
	Sopris West
Educational
Services, Inc.

	 	Corporation
	 	Colorado
	 	Cambium Learning, Inc.
	 	10,000,000 common
	 	1,000,000 shares of common stock
	 	 	100	%	 	 	0	 
	Kurzweil Educational
Systems, Inc.

	 	Corporation
	 	Delaware
	 	Cambium Learning, Inc.
	 	100 common
	 	100 shares of common stock
	 	 	100	%	 	 	0	 
	IntelliTools, Inc.

	 	Corporation
	 	California
	 	Cambium Learning, Inc.
	 	2,000,000 common
	 	799,998 shares of common stock
	 	 	100	%	 	 	0	 






 









 






Schedule 5.7(b) 

Organizational Chart




Corporate Structure for Cambium Learning Group









 









 





Schedule 5.9

Material Contracts




See Attached Schedule and accompanying attachments to the Schedule.





 











 





Schedule -5.9(a)




	 	 	 	 	 
	Date of	 	 	 	 
	Agreement	 	Legal Name of Agreement	 	Parties to the Agreement
	 
	1/30/04

	 	Long-term note payable to Stuart Horsfall in the amount of
$17,500,000, interest at 5.5% payable semi-annually, due January 30,
2009, to be satisfied at Closing.
	 	Cambium Learning and Stuart Horsfall.
	 
	 	 	 	 
	3/27/05

	 	Credit Agreement dated as of March 7, 2005, and amended on February
27, 2006, Among Cambium Learning, Inc. as the Borrower, EdNewco, LLC,
and the Subsidiaries of the Borrower, each, as a Guarantor, and
Citizens Bank of Massachusetts as the Lender, to be satisfied at
Closing.
	 	Cambium Learning and Citizens Bank.
	 
	 	 	 	 
	11/15/05

	 	Irrevocable Standby Letter of Credit for drawing up to $1,000,000 for
Lease dated 9/30/2005 for premises located in the Town of Frederick,
Weld County, Colorado, expiring 12/31/2007, to be backed up under the
Senior Credit Agreement.
	 	Cambium Learning and Citizens Bank.
	 
	 	 	 	 
	3/10/05

	 	Irrevocable Standby Letter of Credit for drawing up to $555,000 for
Performance Bonds for Benefit of RLI Insurance Company, to be backed
up under the Senior Credit Agreement.
	 	Cambium Learning and Citizens Bank.
	 
	 	 	 	 
	09/30/05

	 	Lease Agreement.
	 	Sopris West Educational Services,
Inc. and Opus Northwest, LLC.
	 
	 	 	 	 
	10/06/06

	 	Second Amendment to Lease Agreement
	 	Sopris West Educational Services,
Inc. and Opus Northwest, LLC.
	 
	 	 	 	 
	12/08/05

	 	First Amendment to Lease Agreement
	 	Sopris West Educational Services,
Inc. and Opus Northwest, LLC.
	 
	 	 	 	 
	10/30/06

	 	Memorandum of Lease
	 	Sopris West Educational Services,
Inc. and Opus Northwest, LLC.
	 
	 	 	 	 
	11/09/06

	 	Notice of Sale of 4185 Salazar Way
	 	Sopris West Educational Services,
Inc. and OIRE Colorado C, LLC, and
Opus Northwest, LLC.






Page 1









 






Schedule 5.9(b)




	 	 	 	 	 
	Date of	 	 	 	 
	Agreement	 	Legal Name of Agreement	 	Parties to the Agreement
	 
	10/01/05

	 	License Agreement
	 	Intellitools, Inc. and Madentec Ltd.
	 
	 	 	 	 
	 

	 	See Attachment 2	 	 
	 

	 	See Schedule 5.9(xiii)	 	 





The following Royalty Agreements were assigned to Sopris West Educational Services on October
14, 2005 as part of the Wordware Asset Purchase Agreement:




	 	 	 	 	 
	12/16/04

	 	Agreement
	 	Wordware Publishing, Inc. Dr. Norman Fletcher
and Dr. Bowen Brawner.
	 
	 	 	 	 
	03/01/94

	 	Agreement
	 	Wordware Publishing, Inc. and Dr. Nora Yeager.
	02/15/90

	 	Agreement
	 	Wordware Publishing, Inc. and Dr. Linda
Wimbish, Nora Yeager, and Norm Fletcher.
	02/03/94

	 	Agreement
	 	Wordware Publishing, Inc. and Curtis Griffith.
	02/26/96

	 	Agreement
	 	Wordware Publishing, Inc. and Curtis Griffith.
	09/01/95

	 	Agreement
	 	Wordware Publishing, Inc. and Eileen M. Schuett
	02/01/94

	 	Agreement
	 	Wordware Publishing, Inc. and Vivian Albion.
	09/30/97

	 	Agreement
	 	Wordware Publishing, Inc. and Vivian Albion.
	12/15/04

	 	Agreement
	 	Wordware Publishing, Inc. and Sandra K.
Ritchie.
	06/15/03

	 	Agreement
	 	Wordware Publishing, Inc. and Susan Holder,
Cheryle Gonzales, and Nancy Johnson.
	03/22/04

	 	Agreement
	 	Wordware Publishing, Inc. and Christina Hughes.
	11/21/00

	 	Agreement
	 	Wordware Publishing, Inc. and Patricia Enselek.
	03/29/04

	 	Agreement
	 	Wordware Publishing, Inc. and Erin McLaughlin.
	03/22/04

	 	Agreement
	 	Wordware Publishing, Inc. and Irma Gomez
Torres.
	03/25/04

	 	Agreement
	 	Wordware Publishing, Inc. and Jennifer Thomason
	11/22/04

	 	Agreement
	 	Wordware Publishing, Inc. and Janie Grant.
	09/24/03

	 	Agreement
	 	Wordware Publishing, Inc. and Martie Black.
	06/20/05

	 	Agreement
	 	Wordware Publishing, Inc. and Michele Cohen.






Page 2









 






Schedule 5.9(b)




	 	 	 	 	 
	Date of	 	 	 	 
	Agreement	 	Legal Name of Agreement	 	Parties to the Agreement
	 
	05/28/04

	 	Agreement
	 	Wordware Publishing, Inc. and Robert
Davis.
	02/15/95

	 	Agreement
	 	Wordware Publishing, Inc. and Pat  Brown
and Rose Lewallon.

	08/31/94

	 	Agreement
	 	Wordware Publishing, Inc. and Thomas
B. Moore.
	08/15/03

	 	Agreement
	 	Wordware Publishing, Inc. and Veloria
Martinson.
	02/26/93

	 	Agreement
	 	Wordware Publishing, Inc. and Brent
Truitt
	09/12/05

	 	Agreement
	 	Wordware Publishing, Inc. and Jana Fry.
	09/12/05

	 	Agreement
	 	Wordware Publishing, Inc. and Brad
Sherrod.
	09/12/05

	 	Agreement
	 	Wordware Publishing, Inc. and Jayne
Fischer.
	12/31/94

	 	Agreement
	 	Wordware Publishing, Inc. and Estelita
Calderon-Young.
	04/17/95

	 	Agreement
	 	Wordware Publishing, Inc. and Estelita
Calderon-Young.
	12/06/99

	 	Agreement
	 	Wordware Publishing, Inc. and
Education, Inc.
	09/03/99

	 	Sopris West, Inc. Publishing Agreement
	 	Sopris West, Inc. and Anita Archer,
Mary Gleason, and Vicky Vachon.






Page 3









 






Schedule 5.9(c)




	 	 	 	 	 
	Date of	 	 	 	 
	Agreement	 	Legal Name of Agreement	 	Parties to the Agreement
	 
	 	 	 	 
	None
	 	 	 	 







Page 4











 





Schedule 5.9(d)




	 	 	 	 	 
	Date of	 	 	 	 
	Agreement	 	Legal Name of Agreement	 	Parties to the Agreement
	1/1/2006

	 	Granite School District — Contract No. 06-009/
	 	Sopris West Educational Services, Inc.
and Granite School District, Salt Lake
City, Utah.
	6/23/2004

	 	Contract for Services
	 	Sopris West Educational Services, Inc.
and Children’s Services Council, West
Palm Beach, FL.
	6/6/2006

	 	Department of Defense Education Activity, Contract No. HE 1254-06-C-0005.
	 	Sopris West Educational Services, Inc.
and Department of Defense.
	 

	 	See Attachment 1 — Schedule of State Adoptions 2006
	 	See aforementioned schedule.
	9/15/2006

	 	Grant No. 2R44 HD046320-2
	 	Cambium Learning, Inc. and National
Institutes of Child Health & Human
Development.
	5/3/2006

	 	Grant No. 5R44 HD042376-02
	 	Sopris West Educational Services, Inc.
and National Institute of Child Health
and Human Development.
	1/16/2007

	 	Early Read Grant Services.
	 	Sopris West Educational Services, Inc.
and Minidoka County School District 331.
	08/01/05

	 	Software Development and Royalty Agreement
	 	Sopris West Educational Services, Inc.
and The Arkansas Department of
Education, Special Education.
	11/29/00

	 	Agreement, with respect to an instructional program in the field of
mathematics.
	 	School Board of Hillsborough County
and Metropolitan Teaching & Learning,
Inc.
	07/16/02

	 	Agreement, with respect to an instructional program in the field of
mathematics.
	 	School Board of Hillsborough County
and Metropolitan Teaching & Learning, Inc.
	03/09/01

	 	First Amendment to Agreement.
	 	School District of Hillsborough County,
Florida and Metropolitan Teaching &
Learning, Inc.
	11/06/03

	 	Assignment of Contracts.
	 	School Board of Hillsborough county
and Metropolitan Teaching & Learning,
Inc., and Cambium Learning, Inc.
	01/09/06

	 	Memorandum of Agreement
	 	Sopris West Educational Services, Inc.
and Board of Regents of the University
System of Georgia.
	9/1/2006

	 	Addendum to Master Contract Agreement.
	 	Sopris West Educational Services, Inc.
and Paterson, NJ.
	9/2/2005

	 	Contract for Program-Specific Professional Development.
	 	Sopris West Educational Services, Inc.
and Montgomery Co Schools.
	6/2/2006

	 	Independent Contractor Service Agreement
	 	Sopris West Educational Services, Inc.
and American Samoa RF.
	Undated

	 	Contract for Program-Specific Professional Development.
	 	Sopris West Educational Services, Inc.
and Fairfield, AL.






Page 5









 






Schedule 5.9(d)




	 	 	 	 	 
	Date of	 	 	 	 
	Agreement	 	Legal Name of Agreement	 	Parties to the Agreement
	Undated

	 	Contract for Program-Specific Professional Development.
	 	Sopris West Educational Services, Inc.
and Selma, AL.
	7/13/2006

	 	Contract for Professional Development Training
	 	Sopris West Educational Services, Inc.
and Randolph County.
	7/19/2006

	 	Contract for Program-Specific Professional Development.
	 	Sopris West Educational Services, Inc.
and Chilton Co, AL.
	8/11/2006

	 	Contract for Program-Specific Professional Development.
	 	Sopris West Educational Services, Inc.
and Geneva Co School District, IL.
	Undated

	 	Contract for Program-Specific Professional Development.
	 	Sopris West Educational Services, Inc.
and Colorado Reading First Conference.
	 

	 	Contract for Program-Specific
Professional Development.
	 	Sopris West Educational Services, Inc.
and Washington State ESD 189.
	11/1/2006

	 	Appearance Agreement
	 	Sopris West Educational Services, Inc.
and the University of Missouri
	Undated

	 	Contract for Program-Specific Professional Development.
	 	Sopris West Educational Services, Inc.
and Colorado ESSU.
	Undated

	 	Contract for Professional Development Services
	 	Cambium Learning, Inc., Sopris West
Educational Services, Inc. and Arizona
Department of Education.
	Undated

	 	Contract for Professional Development Services
	 	Cambium Learning, Inc., Sopris West
Educational Services, Inc. and Tucson
Unified School District.
	11/1/2006

	 	Contract for Program-Specific Professional Development.
	 	Sopris West Educational Services, Inc.
and Colorado Springs School District 11.
	7/17/2006

	 	Contract for Program-Specific Professional Development.
	 	Sopris West Educational Services, Inc.
and Isaac School District.
	 

	 	Contract for Program-Specific Professional Development.
	 	Sopris West Educational Services, Inc.
and Paterson School District.
	 

	 	Contract for Program-Specific Professional Development.
	 	Sopris West Educational Services, Inc.
and Kansas RTI.
	11/06/03

	 	Agreement for Services
	 	Intellitools, Inc. and Los Angeles
Unified School District.
	3/6/2005

	 	Letter Agreement
	 	Sopris West Educational Services,
Inc. and [Huntsville, AL]
	Undated

	 	Study Materials Discount — Terms and Conditions
	 	Sopris West Educational Services Inc.
and Clayton County, GA.






Page 6









 






Schedule 5.9(e)




	 	 	 	 	 
	Date of	 	 	 	 
	Agreement	 	Legal Name of Agreement	 	Parties to the Agreement
	1/13/2004

	 	Management Services Agreement.
	 	Cambium Learning, EdNewco, LLC, and
Whitney V Management Co., LLC.
	1/30/04

	 	Long-term note payable to Stuart Horsfall in the
amount of $17,500,000, interest at 5.5% payable
semi-annually, due January 30, 2009 to be
satisfied at closing, to be satisfied at Closing.
	 	Cambium Learning and Stuart Horsfall.
	7/27/05

	 	Severance Agreement and Mutual Release of Claims.
	 	Cambium Learning, Inc. and Stuart Horsfall.
	06/01/03

	 	Lease Agreement.
	 	Sopris West Educational Services, Inc. and
Cactus Investments, LLP.







Page 7












 





Schedule 5.9(f)




	 	 	 	 	 
	Date of	 	 	 	 
	Agreement	 	Legal Name of Agreement	 	Parties to the Agreement
	02/01/04

	 	Performance Share Plan 2004.
	 	Sopris West Educational Services.
	02/13/06

	 	Employment Agreement
	 	Cambium Learning, Inc. and Jon
Newcomb.
	02/13/06

	 	Employment Agreement
	 	Cambium Learning, Inc. and Arjan
Khalsa.
	05/27/05

	 	Employment Agreement
	 	Cambium Learning, Inc. and
Michael Sokol.
	11/14/01

	 	Invention, Non-Disclsoure
and Non-Competition
Agreement
	 	Kurzweil Educational Services,
Inc. and Michael Sokol.
	Undated

	 	Invention, Non-Disclsoure
and Non-Competition
Agreement
	 	Kurzweil Educational Services,
Inc. and Edward S. Smith.
	Undated

	 	Invention, Non-Disclsoure
and Non-Competition
Agreement
	 	Kurzweil Educational Services,
Inc. and Michael Saunders.
	11/14/01

	 	Invention, Non-Disclsoure
and Non-Competition
Agreement
	 	Kurzweil Educational Services,
Inc. and Jacquelyn A. Wheeler
	11/15/01

	 	Invention, Non-Disclsoure
and Non-Competition
Agreement
	 	Kurzweil Educational Services,
Inc. and Robert Alexander.
	Undated

	 	Invention, Non-Disclsoure
and Non-Competition
Agreement
	 	Kurzweil Educational Services,
Inc. and David Bradburn
	Undated

	 	Invention, Non-Disclsoure
and Non-Competition
Agreement
	 	Kurzweil Educational Services,
Inc. and David A. Garibedian.
	11/14/01

	 	Invention, Non-Disclsoure
and Non-Competition
Agreement
	 	Kurzweil Educational Services,
Inc. and Michael T. Gorman
	11/14/01

	 	Invention, Non-Disclsoure
and Non-Competition
Agreement
	 	Kurzweil Educational Services,
Inc. and Eugene Helfich.
	06/16/02

	 	Invention, Non-Disclsoure
and Non-Competition
Agreement
	 	Kurzweil Educational Services,
Inc. and Eric Hon-Anderson.
	11/14/01

	 	Invention, Non-Disclsoure
and Non-Competition
Agreement
	 	Kurzweil Educational Services,
Inc. and Kimberly A. Johnson.
	12/11/04

	 	Invention, Non-Disclsoure
and Non-Competition
Agreement
	 	Kurzweil Educational Services,
Inc. and Rick Plescia.







Page 8









 








Schedule 5.9(g)




	 	 	 	 	 
	Date of	 	 	 	 
	Agreement	 	Legal Name of Agreement	 	Parties to the Agreement
	 

	 	See Attachment 1 — Schedule of State
Adoptions 2006 (all subject to “most
favored nation” clause or equivalent.)
	 	See aforementioned schedule.
	12/1/05

	 	Distributor and Reseller Agreement
	 	Intellitools, Inc. and Madentec.
	10/19/06

	 	Licensing Agreement.
	 	Intellitools, Inc. and Madentec.
	02/23/04

	 	Strategic Alliance and License Agreement.
	 	Sopris West Educational Services, Dynamic Measurement Group,
Inc. and Wireless Generation,
Inc.






Page 9









 






Schdule 5.9(h)




	 	 	 	 	 
	Date of	 	 	 	 
	Agreement	 	Legal Name of Agreement	 	Parties to the Agreement
	 
	None.
	 	 	 	 







Page 10











 





Schedule 3.09(i)




	 	 	 	 	 
	Date of 
Agreement	 	Legal Name of Agreement	 	Parties to the Agreement
	 
	03/01/05

	 	Publishing Agreement
	 	Sopris West
Educational
Services, Inc. and
Pacific Northest
Publishing, Inc.
	 
	 	 	 	 
	07/02/99

	 	Software Publishing and Distribution Agreement
	 	Intellitools, Inc.
and InfoUse, Inc.
	 
	 	 	 	 
	06/15/04

	 	Service and Production Agreement
	 	Metropolitan
Teaching and
Learning, Inc. and
Alpha Kappa Alpha
Sorority, Inc.
	 
	 	 	 	 
	02/22/06

	 	Subcontract Agreement
	 	Sopris West
Educational
Services, Inc. and
Florida State
University.
	 
	 	 	 	 
	02/02/06

	 	Contractor Agreement
	 	Sopris
West Educational
Services, Inc. and
Touchstone Applied
Science Associates, Inc.
	 
	 	 	 	 
	08/01/05

	 	Software Development and Royalty Agreement
	 	Sopris West
Educational
Services, Inc. and
The Arkansas
Department of
Education, Special
Education.
	 
	 	 	 	 
	12/06/06

	 	Subcontractor Agreement
	 	Cambium Learning,
Inc., and Pacific
Institutes of
Research.
	 
	 	 	 	 
	11/29/00

	 	Agreement, with respect to an instructional program in the field
of mathematics.
	 	School Board of
Hillsborough County
and Metropolitan
Teaching &
Learning, Inc.
	 
	 	 	 	 
	07/16/02

	 	Agreement, with respect to an instructional program in the field
of mathematics.
	 	School Board of
Hillsborough County
and Metropolitan
Teaching &
Learning, Inc.
	 
	 	 	 	 
	 

	 	See Schedule 5.9(ii)	 	 






Page 11









 






Schedule 5.9(j)




	 	 	 	 	 
	Date of 
Agreement	 	Legal Name of Agreement	 	Parties to the Agreement
	 
	02/13/06

	 	Stock Purchase Agreement
	 	Cambium Learning, Inc. and Arjan Khalsa,
Richard Mirviss, Robert McPherson, and Steven
Gensler.
	 
	 	 	 	 
	10/14/05

	 	Asset Purchase Agreement (Wordware)
	 	Sopris West Educational Services, Inc.
and Wordware Publishing, Inc.
	 
	 	 	 	 
	10/28/03

	 	Agreement of Purchase and Sale of Assets
	 	Cambium Learning, Inc., Cambium
Learning (New York), Inc. and
Metropolitan Teaching and Learning
Company, Inc., et al.
	 
	 	 	 	 
	01/30/04

	 	Stock Purchase Agreement
	 	Cambium Learning, Inc., and Stuart
Horsfall.
	 
	 	 	 	 
	04/11/05

	 	Merger
	 	KES Acquisition, Inc., a wholly owned
subsidiary of Cambium Learning, Inc. with
Kurzweil Educational Systems, Inc.
	 
	 	 	 	 
	03/10/06

	 	Asset Acquisition
	 	Sopris West Educational Services, Inc.
and Lexia Learning, Inc.
	 
	 	 	 	 
	09/26/06

	 	Purchase Agreement
	 	Sopris West Educational Services, Inc.
and Jane Fell Greene.
	 
	 	 	 	 
	05/27/05

	 	Asset Purchase Agreement
	 	Sopris West Educational Services, and
Teaching Strategies, Inc.
	 
	 	 	 	 
	02/28/05

	 	Letter Agreement
	 	Sopris West Educational Services, Inc. and the
Read-Write Connection, LLC.
	 
	 	 	 	 
	09/01/04

	 	Asset Purchase Agreement (for sale of assets by Internet
Insights, a former LLC wholly owned by Cambium Learning,
Inc.)
	 	Internet Insights, LLC and Technetrics, Inc.






Page 12









 






Schedule 5.9(k)




	 	 	 	 	 
	Date of 
Agreement	 	Legal Name of Agreement	 	Parties to the Agreement
	 
	12/20/05

	 	Second Amended and Restated Stockholders Agreement.
	 	EdNewco, LLC.
	 
	 	 	 	 
	10/28/03

	 	Amended and Restated Limited Liability Company Agreement
of Newco, LLC, as amended.
	 	EdNewco, LLC.
	 
	 	 	 	 
	01/13/04

	 	Management Services Agreement.
	 	Cambium
Learning, EdNewco, LLC, and
Whitney V Management Co., LLC.
	 
	 	 	 	 
	11/29/00

	 	Agreement, with respect to an instructional program
in the field of mathematics.
	 	School Board of Hillsborough County and
Metropolitan Teaching & Learning, Inc.
	 
	 	 	 	 
	07/16/02

	 	Agreement, with respect to an instructional program
in the field of mathematics.
	 	School Board of Hillsborough County and
Metropolitan Teaching & Learning, Inc.
	 
	 	 	 	 
	11/06/03

	 	Assignment of Contracts.
	 	School Board of
Hillsborough County
and Metropolitan
Teaching &
Learning, Inc., and
Cambium Learning,
Inc.
	 
	 	 	 	 
	02/23/04

	 	Strategic Alliance and License Agreement.
	 	Sopris West
Educational
Services, Dynamic
Measurement Group,
Inc. and Wireless
Generation, Inc.
	 
	 	 	 	 
	6/15/2004

	 	Service and Production Agreement.
	 	Metropolitan
Teaching and Learning
Company and
Alpha Kappa Alpha
Sorority.






Page 13









 






Schedule 5.9(l)




	 	 	 	 	 
	Date of 
Agreement	 	Legal Name of Agreement	 	Parties to the Agreement
	 
	02/06/06

	 	System Agreement
	 	Sopris West Educational Services, Inc. and
Bastian Material Handling, LLC.
	 
	 	 	 	 
	05/19/06

	 	Software License & Services Agreement
	 	Sopris West Educational Services, Inc.
and REDPRAIRIE CORPORATION







Page 14











 





Schedule 5.9(m)




	 	 	 	 	 
	Date of	 	 	 	 
	Agreement	 	Legal Name of Agreement	 	Parties to the Agreement
	9/21/04

	 	Distribution Agreement
	 	Sopris West Educational Services,
Inc.
and Touchstone Applied Science
Associates, Inc.
	9/13/04

	 	Software License Agreement
	 	IntelliTools, Inc. and Elan Speech, part
of Acapela Group.
	1/14/05

	 	License
	 	IntelliTools, Inc. and DownHill
Publishing, LLC.
	05/19/06

	 	Software License & Services Agreement
	 	Sopris West Educational Services, Inc.
and REDPRAIRIE CORPORATION
	10/19/05

	 	Licensing Agreement
	 	IntelliTools, Inc. and Madentec, Limited.
	8/2/02

	 	Asset Purchase Agreement
	 	Cambium Learning, Inc. and Aaron Herman
& Renee Herman
	7/22/99

	 	Software Publishing and Distribution Agreement
	 	IntelliTools, Inc. and InfoUse
	9/1/05

	 	Software Publishing and Distribution Agreement 12.8.05
	 	IntelliTools, Inc. and InfoUse
	10/20/99

	 	Agreement between IntelliTools,
Inc., as Client, and Ann-Patrice
	 	IntelliTools, Inc. and Ann-Patrice
	8/8/03

	 	Letter of Intent Between Intellitools, Inc. and Series Pty, Ltd.,
dba Hands On Concepts, Ltd. Dated August 8, 2003, Relating to
Publishing of Story Kits Products
	 	IntelliTools, Inc. and Series Pty, Ltd., dbs Hands On Concepts, Ltd.
	11/4/96

	 	License and Distribution Agreement
	 	Cartesian Products, Inc. and Kurzweil
Educational Systems, Inc.
	1/1/98

	 	License and Distribution Agreement
	 	Cartesian Products, Inc. and Kurzweil
Educational Systems, Inc.
	7/15/03

	 	Software License Agreement
	 	Data Viz, Inc. and Kurzweil Educational
Systems, Inc.
	1/1/99

	 	RTK Software License Agreement
	 	ExperVision, Inc. and Kurzweil
Educational Systems, Inc.
	1/1/01

	 	License Pricing — Volumn Pricing Agreement
	 	ExperVision, Inc. and Kurzweil
Educational Systems, Inc.
	11/13/04

	 	License Agreement
	 	Oxford Publishing Limited and Kurzweil
Educations Systems, Inc.
	11/23/04

	 	Trade Mark(s) License
	 	The Chancellor Masters and Scholars of
the University of Oxford trainding as
Oxford University Press and Kurzweil
Educations Systems, Inc.
	3/1/03

	 	OEM Software License Agreement
	 	Fonix Corporation and Kurzweil
Educational Systems, Inc.
	8/14/02

	 	Amendment I to the License Agreement Between ScanSoft, Inc.
	 	ScanSoft, Inc. and Kurzweil
	 

	 	and Kurzweil Educational Systems, Inc.
	 	Educational Systems, Inc.
	8/12/03

	 	Amendment II to the License Agreement Between Nuance
	 	Nuance Commmunication, Inc. and
	 

	 	Communication, Inc. and Kurzweil Educational Systems, Inc.
	 	Kurzweil Educational Systems, Inc.






Page 15









 






Schedule 5.9(m)




	 	 	 	 	 
	Date of 
Agreement	 	Legal Name of Agreement	 	Parties to the Agreement
	 
	3/31/04

	 	Amendment III to the License Agreement Between Nuance
Communication, Inc. and Kurzweil Educational Systems, Inc.
	 	Nuance Commmunication, Inc. and
Kurzweil Educational Systems, Inc.
	12/31/05

	 	Amendment V to the License Agreement Between Nuance
Communication, Inc. and Kurzweil Educational Systems, Inc.
	 	Nuance Commmunication, Inc. and
Kurzweil Educational Systems, Inc.
	8/15/06

	 	Amendment VI to the License Agreement Between Nuance
Communication, Inc. and Kurzweil Educational Systems, Inc.
	 	Nuance Commmunication, Inc. and
Kurzweil Educational Systems, Inc.
	10/6/02

	 	Amendment to the License Agreement
	 	Vantage Research Inc. and Kurzweil
Educational Systems, Inc.
	3/31/03

	 	Amendment to the License Agreement
	 	Vantage Research Inc. and Kurzweil
Educational Systems, Inc.
	1/25/02

	 	IBM OEM Software Agreement — Base Agreement
	 	International Business Machines
Corp (IBM) and Kurzweil
Educational Systems, Inc.
	1/25/02

	 	IBM OEM Software Agreement — Transaction Document Number 001
	 	International Business Machines
Corp (IBM) and Kurzweil Educational
	2/3/03

	 	Wizzard OEM Software Agreement — Base Agreement
	 	Wizzard Software Corporation and
Kurzweil Educational Systems, Inc.
	2/3/03

	 	Wizzard OEM Software Agreement — Transaction Document
Number 002
	 	Wizzard Software Corporation and
Kurzweil Educational Systems, Inc.
	10/11/04

	 	Wizzard OEM Software Agreement — Transaction Document
Number 003
	 	Wizzard Software Corporation and
Kurzweil Educational Systems, Inc.
	9/21/00

	 	License Agreement
	 	Working Software, Inc. and L&H
Applications USA, Inc.
	9/23/02

	 	Amendment to License Agreement
	 	Working Software, Inc. and
Kurzweil Educational Systems, Inc.
	1/7/02

	 	Electronic Reference Content License Agreement
	 	Houghton Mifflin Company and
Kurzweil Educational Systems, Inc.
	12/22/04

	 	Amendment
	 	Houghton Mifflin Company and
Kurzweil Educational Systems Group
	12/21/06

	 	Amendment
	 	Houghton Mifflin Company and
Kurzweil Educational Systems Inc.
	8/14/03

	 	VAR/OEM Agreement
	 	NeoSpeech, Inc. and Kurzweil
Educational Systems, Inc.
	2/11/04

	 	Amendment 1 to VAR/OEM Agreement
	 	NeoSpeech, Inc. and Kurzweil
Educational Systems, Inc.
	6/25/04

	 	Amendment 2 to VAR/OEM Agreement
	 	NeoSpeech, Inc. and Kurzweil
Educational Systems, Inc.
	8/22/05

	 	Value Added Reseller / OEM Agreement
	 	Cepstral Corporation and Kurzweil
Educational Systems, Inc.






Page 16









 






Schedule 5.9(m)




	 	 	 	 	 
	Date of 
Agreement	 	Legal Name of Agreement	 	Parties to the Agreement
	 
	12/31/01

	 	License Agreement
	 	Stellent Chicago, Inc. and
Kurzweil Educational Systems, Inc.
	12/11/03

	 	Amendment I
	 	Stellent Chicago, Inc. and
Kurzweil Educational Systems, Inc.
	6/27/05

	 	Amendment II
	 	Stellent Chicago, Inc. and Cambium
Learning, Inc.
	6/22/99

	 	Agreement
	 	ABBYY USA and Kurzweil Educational
Systems, inc.
	7/1/02

	 	Run Time License Agreement
	 	ABBYY USA Software House, Inc. and
Kurzweil Educational Systems, Inc.
	7/1/2004 —

	 	Abby USA Software License Agreement Exhibit “Al”
	 	ABBYY USA and Kurzweil
	6/30/2006

	 	 	 	Educational Systems, inc.
	7/1/2004 —

	 	Abby USA Software License Agreement Exhibit “A2”
	 	ABBYY USA and Kurzweil
	6/30/2006

	 	 	 	Educational Systems, inc.
	7/1/2006 —

	 	Abby USA Software License Agreement Exhibit “A3”
	 	ABBYY USA and Kurzweil
	6/30/2008

	 	 	 	Educational Systems, inc.
	7/31/01

	 	Agreement with Silver Lining Multimedia
	 	IntelliTools, Inc. and Silver
Lining Multimedia.
	3/31/06

	 	Amendment 2006 to the License Agreement Between Vantage
	 	Vantage Research Inc. and Kurzweil
	 

	 	Research, LLC and Kurzweil Educational Systems, Inc., a Cambium
Learning, Company.
	 	Educational Systems, inc.
	9/6/02

	 	Amendment to the License Agreement Between Vantage
	 	Vantage Research Inc. and Kurzweil
	 

	 	Technologies Holdings, Inc. and Kurzweil Educational Systems,
Inc.
	 	Educational Systems, inc.
	 
	 

	 	See Schedule 5.9(ii)	 	 







Page 17











 





Material Contracts — 5.9(n)




	 	 	 	 	 
	Date of	 	 	 	 
	Agreement	 	Legal Name of Agreement	 	Parties to the Agreement
	06/01/03

	 	Lease Agreement.
	 	Sopris West Educational Services, Inc. and
Cactus Investments, LLP.
	06/15/04

	 	Commercial Lease Agreement.
	 	Sopris West Educational Services, Inc.
Flextronics USA, Inc.
	09/30/05

	 	Lease Agreement.
	 	Sopris West Educational Services, Inc. and
Opus Northwest, LLC.
	10/06/06

	 	Second Amendment to Lease Agreement
	 	Sopris West Educational Services, Inc. and
Opus Northwest, LLC.
	12/08/05

	 	First Amendment to Lease Agreement
	 	Sopris West Educational Services, Inc. and
Opus Northwest, LLC.
	10/30/06

	 	Memorandum of Lease
	 	Sopris West Educational Services, Inc. and
Opus Northwest, LLC.
	11/09/06

	 	Notice of Sales [of 4185 Salazar Way]
	 	Sopris West Educational Services, Inc. and
OIRE Colorado C, LLC, and Opus Northwest, LLC.
	01/01/05

	 	Sub-Lease Agreement.
	 	Kurzweil Educational Syustems, Inc. and
Computervision Corporation.
	11/16/99

	 	Lease Agreement.
	 	Intellitools, Inc. and RNM Lakeville, LLC.
	03/29/05

	 	Amendment to Lease Agreement with RNM
Lakeville, LLC.
	 	Intellitools, Inc. and RNM Lakeville, LLC.
	02/06/06

	 	System Agreement
	 	Sopris West Educational Services, Inc. and
Bastian Material Handling, LLC.
	03/30/05

	 	Lease Agreement.
	 	Cambium Learning, Inc. and Gerrity Family
Associates.






Page 18









 






Material Contracts — 5.9(o)




	 	 	 	 	 
	Date of	 	 	 	 
	Agreement	 	Legal Name of Agreement	 	Parties to the Agreement
	10/19/05

	 	Licensing Agreement.
	 	IntelliTools, Inc. and Madentec, Limited.
	01/30/04

	 	Stock Purchase
Agreement [Non-compete
provision
for Stuart Horsfall]
	 	Cambium Learning, Inc., and Stuart Horsfall.
	02/13/06

	 	Employment Agreement
	 	Cambium Learning, Inc. and Arjan Khalsa.
	05/27/05

	 	Employment Agreement
	 	Cambium Learning, Inc. and Michael Sokol.
	11/14/2001

	 	Invention,
Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational Services, Inc. and James K. Kelly.
	6/6/2005

	 	Invention,
Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational Services, Inc. and Jim Sullivan,
	05/27/03

	 	Invention,
Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational Services, line, and Roger
Steinberg, III.
	11/14/01

	 	Invention,
Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational Services, Inc. and Michael Sokol.
	Undated

	 	Invention,
Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational Services, Inc. and Edward S.
Smith.
	Undated

	 	Invention,
Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational Services, Inc. and
Michael Saunders.
	11/14/01

	 	Invention,
Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational Services, Inc. and
Jacquelyn A. Wheeler
	11/15/01

	 	Invention,
Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational Services, Inc. and
Robert Alexander.
	04/25/02

	 	Invention,
Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational Services, Inc. and
Pauline A. Anton.
	03/04/03

	 	Invention,
Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational Services, Inc. and
Nancy F. Avery.
	08/01/03

	 	Invention,
Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational Services, Inc. and
Vincent Azzara
	Undated

	 	Invention,
Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational Services, Inc. and
David Bradburn
	02/14/05

	 	Invention,
Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational Services, Inc. and
Joey Bridger
	Undated

	 	Invention,
Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational Services, Inc. and
Adeline Chan.
	01/06/03

	 	Invention,
Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational Services, Inc. and
Walter Dotson.
	Undated

	 	Invention,
Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational Services, Inc.
and David A. Garibedian.
	11/14/01

	 	Invention,
Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational Services, Inc. and
Michael T. Gorman
	06/16/03

	 	Invention,
Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational Services, Inc. and
Sara M. Halpert.
	11/14/01

	 	Invention,
Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational Services, Inc. and
Eugene Helfich.
	06/16/02

	 	Invention,
Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational Services, Inc. and
Eric Hon-Anderson.






Page 19









 






Material Contracts — 5.9(o)




	 	 	 	 	 
	Date of	 	 	 	 
	Agreement	 	Legal Name of Agreement	 	Parties to the Agreement
	05/12/03

	 	Invention, Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational
Services, Inc. and
James B. Howells.
	11/14/01

	 	Invention, Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational
Services, Inc. and
Kimberly A. Johnson.
	12/11/04

	 	Invention, Non-Disclosure and
Non-Competition
Agreement
	 	Kurzweil Educational
Services, Inc. and
Rick Plescia.
	03/05/03

	 	Invention, Non-Disclsoure and
Non-Competition
Agreement
	 	Kurzweil Educational
Services, Inc. and
Cynthia J. Kerrigan.






Page 20









 






Attachment 1




Schedule 5.9(iv)




State Adoptions

















 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	AR	 	2005	 	2011	 	Sopris	 	24926	 	1570353603	 	Building Early Literacy and Language Skills
	 	$	35.00	 	 	2001	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	55651	 	1593181841	 	Complete Read Well Level K Curriculum—Classroom Package
	 	$	1,790.00	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	25232	 	157035331X	 	First Grade PALS
	 	$	29.95	 	 	2002	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	25187	 	1570353255	 	K-PALS
	 	$	29.95	 	 	2001	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	29701	 	1570358109	 	Primary Steps Reproducibles for K-2 Teachers Using Step up to Writing
	 	$	33.00	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	28724	 	1570353204	 	Read Well Alphabet and Picture Wall Cards Plain Text
	 	$	32.95	 	 	2000	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	37381	 	1570352461	 	Read Well Alphabet Rhyme Posters
	 	$	34.95	 	 	1998	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	36994	 	1570351899	 	Read Well Big Book Units 1-3
	 	$	21.95	 	 	1998	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	37137	 	1570352844	 	Read Well Classroom Package Plain Text
	 	$	1,260.00	 	 	1998	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	37153	 	1570351651	 	Read Well Comprehension and Skill Blackline Masters Plain Text
	 	$	50.95	 	 	1998	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	37305	 	1570351864	 	Read Well Enlarged Format Decoding Folders Plain Text
	 	$	14.95	 	 	1998	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	37276	 	1570352607	 	Read Well Homework and Extra Practice Blackline Masters
	 	$	45.95	 	 	1998	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	37284	 	1570352429	 	Read Well Instructor’s Set Plain Text
	 	$	285.00	 	 	1998	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	58528	 	1570356661	 	Read Well Level K Handwriting Posters
	 	$	39.00	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	60206	 	1593181728	 	Read Well Level K Training Package
	 	$	365.00	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	60169	 	4176921201011	 	Read Well Level K Whole Classroom Package
	 	$	975.00	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	24045	 	1570358044	 	REWARDS Plus Application to Social Studies Student Book Set of 10
	 	$	56.00	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	24053	 	1570358024	 	REWARDS Plus Application to Social Studies Teacher’s Guide
	 	$	52.00	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	24037	 	1570358036	 	REWARDS Plus: Application to Social Studies Student Book
	 	$	6.95	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	24037	 	1570358036	 	REWARDS Plus: Application to Social Studies Student Book
	 	$	6.95	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	24045	 	1570358044	 	REWARDS Plus: Application to Social Studies Student Book Set of 10
	 	$	56.00	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	24053	 	1570358024	 	REWARDS Plus: Application to Social Studies Teacher’s Guide
	 	$	52.00	 	 	2003	 	 	 	 






Page 1 of 124









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	AR	 	2005	 	2011	 	Sopris	 	24061	 	1570352720	 	REWARDS Student Book
	 	$	6.95	 	 	2000	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	24029	 	413691905200	 	REWARDS Student Book Set of 10
	 	$	56.00	 	 	2000	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	23974	 	1570352712	 	REWARDS Teacher’s Guide
	 	$	52.00	 	 	2000	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	24088	 	1570356181	 	REWARDS Video
	 	$	20.00	 	 	2000	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	25603	 	1570358265	 	Spellography Student Workbook A Set of 5
	 	$	35.00	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	25611	 	1570358273	 	Spellography Student Workbook B Set of 5
	 	$	35.00	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	25620	 	1570358281	 	Spellography Student Workbook C Set of 5
	 	$	35.00	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	25662	 	1570356076	 	Spellography Teacher Answer Guide A
	 	$	20.00	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	25671	 	1570356084	 	Spellography Teacher Answer Guide B
	 	$	20.00	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	25689	 	1570356092	 	Spellography Teacher Answer Guide C
	 	$	20.00	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	25591	 	1570354839	 	Spellography Teacher’s Resource Guide
	 	$	25.00	 	 	2001	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	23317	 	41269192005	 	Step Up To Writing Elementary School Set
	 	$	187.00	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	23131	 	1570352577	 	Step Up To Writing Handy Pages Level 1 Pack of 10
	 	$	25.00	 	 	1999	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	23149	 	1570352178	 	Step Up To Writing Handy Pages Level 2 Pack of 10
	 	$	25.00	 	 	1999	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	23350	 	157035457X	 	Step Up to Writing Manual
	 	$	79.00	 	 	2002	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	23270	 	41269161502	 	Step Up To Writing Poster Set Level 1 & 2
	 	$	36.00	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	29858	 	1570359245	 	Step Up to Writing Poster Set Primary Steps
	 	$	36.00	 	 	2002	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	29719	 	1570359253	 	Step Up To Writing Primary Set
	 	$	140.00	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	29858	 	1570359245	 	Step Up To Writing Primary Steps Poster Set
	 	$	36.00	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	23296	 	157035524X	 	Step Up To Writing Second Edition Classroom Reproducibles
	 	$	24.50	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	23190	 	1570355142	 	Step Up To Writing Second Edition Overhead Masters for Transparencies and Student Handouts
	 	$	36.00	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	23350	 	157035457X	 	Step Up To Writing Second Edition Teacher’s Manual
	 	$	79.00	 	 	2003	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	84717	 	1593010470	 	Stepping Stones to Literacy
	 	$	175.00	 	 	2004	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	24580	 	1570353514	 	Teacher-Directed PALS
	 	$	29.95	 	 	2001	 	 	 	 
	AR	 	2005	 	2011	 	Sopris	 	28783	 	157035314X	 	Write Well Spelling Homework Blackline Masters Plain Text
	 	$	180.00	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	101178	 	1588308421	 	Voyages Complete Kindergarten Kit
	 	$	474.75	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	118068	 	1597930008	 	Voyages Grade 1 Complete Program
	 	$	739.53	 	 	1996	 	 	 	 






Page 2 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	AR	 	2006	 	2012	 	Metro	 	78043	 	1588308324	 	Voyages Grade 1 Complete Student Kit
	 	$	31.37	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	118076	 	1597930016	 	20-Pack Anchors Kit Grade 1
	 	$	330.51	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	74561	 	1588303454	 	Grade 1 Anchors Student Edition
	 	$	16.53	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	74608	 	1588305015	 	Grade 1 Anchors Teacher Edition
	 	$	42.35	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	118084	 	1597930024	 	20-Pack Excursions Kit Grade 1
	 	$	210.94	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	80670	 	1588306127	 	Grade 1 Excursions Student Edition
	 	$	10.55	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	80821	 	1588307603	 	Grade 1 Excursions Teacher Edition
	 	$	42.35	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	97279	 	1588308502	 	Grade 1 Subtopic Tests Student Edition
	 	$	6.31	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	97341	 	158830812X	 	Grade 1 Subtopic Tests Teacher Edition
	 	$	8.43	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	100124	 	1588308278	 	Grade 1 Topic Tests Teacher Edition
	 	$	23.27	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	118092	 	1597930032	 	Voyages Grade 2 Complete Program
	 	$	758.67	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	78051	 	1588308332	 	Voyages Grade 2 Complete Student Kit
	 	$	31.37	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	118105	 	1597930040	 	20-Pack Anchors Kit Grade 2
	 	$	330.51	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	74579	 	1588303462	 	Grade 2 Anchors Student Edition
	 	$	16.53	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	74616	 	1588305449	 	Grade 2 Anchors Teacher Edition
	 	$	63.55	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	118113	 	1597930059	 	20-Pack Excursions Kit Grade 2
	 	$	210.94	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	80784	 	1588306275	 	Grade 2 Excursions Student Edition
	 	$	10.55	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	80830	 	1588307670	 	Grade 2 Excursions Teacher Edition
	 	$	42.35	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	97287	 	1588308510	 	Grade 2 Subtopic Tests Student Edition
	 	$	6.31	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	97359	 	1588308138	 	Grade 2 Subtopic Tests Teacher Edition
	 	$	8.43	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	100044	 	1588308286	 	Grade 2 Topic Tests Teacher Edition
	 	$	23.27	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	118121	 	1597930067	 	Voyages Grade 3 Complete Program
	 	$	758.67	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	78060	 	1588308340	 	Voyages Grade 3 Complete Student Kit
	 	$	31.37	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	118130	 	1597930075	 	20-Pack Anchors Kit Grade 3
	 	$	330.51	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	74587	 	1588303470	 	Grade 3 Anchors Student Edition
	 	$	16.53	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	74624	 	1588305457	 	Grade 3 Anchors Teacher Edition
	 	$	63.55	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	118148	 	1597930083	 	20-Pack Excursions Kit Grade 3
	 	$	210.94	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	80792	 	1588306283	 	Grade 3 Excursions Student Edition
	 	$	10.55	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	80848	 	1588307689	 	Grade 3 Excursions Teacher Edition
	 	$	42.35	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	97295	 	1588308529	 	Grade 3 Subtopic Tests Student Edition
	 	$	6.31	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	97367	 	1588308146	 	Grade 3 Subtopic Tests Teacher Edition
	 	$	8.43	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	100132	 	1588308294	 	Grade 3 Topic Tests Teacher Edition
	 	$	23.27	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	118156	 	1597930091	 	Voyages Grade 4 Complete Program
	 	$	758.87	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	78078	 	1588308359	 	Voyages Grade 4 Complete Student Kit
	 	$	31.37	 	 	1996	 	 	 	 






Page 3 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	AR	 	2006	 	2012	 	Metro	 	118164	 	1597930105	 	20-Pack Anchors Kit Grade 4
	 	$	330.51	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	74595	 	1588303489	 	Grade 4 Anchors Student Edition
	 	$	16.53	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	74632	 	1588308049	 	Grade 4 Anchors Teacher Edition
	 	$	63.55	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	118172	 	1597930113	 	20-Pack Excursions Kit Grade 4
	 	$	210.94	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	80805	 	1588306291	 	Grade 4 Excursions Student Edition
	 	$	10.55	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	80856	 	1588307697	 	Grade 4 Excursions Teacher Edition
	 	$	42.35	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	97308	 	1588308537	 	Grade 4 Subtopic Tests Student Edition
	 	$	6.31	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	97375	 	1588308154	 	Grade 4 Subtopic Tests Teacher Edition
	 	$	8.43	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	100052	 	1588308308	 	Grade 4 Topic Tests Teacher Edition
	 	$	23.27	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	118181	 	1597930121	 	Voyages Grade 5 Complete Program
	 	$	758.67	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	78086	 	1588308367	 	Voyages Grade 5 Complete Student Kit
	 	$	31.37	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	118199	 	159793013X	 	20-Pack Anchors Kit Grade 5
	 	$	330.51	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	74739	 	1588304701	 	Grade 5 Anchors Student Edition
	 	$	16.53	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	74747	 	1588306119	 	Grade 5 Anchors Teacher Edition
	 	$	63.55	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	118201	 	1597930148	 	20-Pack Excursions Kit Grade 5
	 	$	210.94	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	80813	 	1588306305	 	Grade 5 Excursions Student Edition
	 	$	10.55	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	80864	 	1588307700	 	Grade 5 Excursions Teacher Edition
	 	$	42.35	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	97316	 	1588308545	 	Grade 5 Subtopic Tests Student Edition
	 	$	6.31	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	97383	 	1588308162	 	Grade 5 Subtopic Tests Teacher Edition
	 	$	8.43	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	100141	 	1588308316	 	Grade 5 Topic Tests Teacher Edition
	 	$	23.27	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	95804	 	1588303128	 	Problem Solving Step 1 Complete Program
	 	$	211.95	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93649	 	1588304892	 	Problem Solving, Step By Step: Step 1 Complete Student Kit
	 	$	103.87	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93622	 	1588301710	 	Problem Solving, Step By Step: Step 1 Student Instruction Kit
	 	$	94.01	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93606	 	1581207115	 	Step 1 Problem Solving Teacher Edition
	 	$	16.91	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93631	 	1588303217	 	Step 1 Problem Solving Pretest/Posttest (set of 10)
	 	$	10.55	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	95855	 	1588303136	 	Problem Solving Step 2 Complete Program
	 	$	211.95	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93702	 	1588304906	 	Problem Solving, Step-By Step: Step 2 Complete Student Kit
	 	$	103.87	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93690	 	1588301729	 	Problem Solving, Step By Step: Step 2 Student Instruction Kit
	 	$	94.01	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93665	 	1581207123	 	Step 2 Problem Solving Teacher Edition
	 	$	16.91	 	 	1999	 	 	 	 







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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	AR	 	2006	 	2012	 	Metro	 	93681	 	1588303225	 	Step 2 Problem Solving Pretest/Posttest (set of 10)
	 	$	10.55	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	95986	 	1588303144	 	Problem Solving Step 3 Complete Program
	 	$	238.45	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93761	 	1588304914	 	Problem Solving, Step By Step: Step 3 Complete
Student Kit
	 	$	112.31	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93745	 	1588301737	 	Problem Solving, Step By Step: Step 3 Student
Instruction Kit
	 	$	103.83	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93729	 	1581207131	 	Step 3 Problem Solving Teacher Edition
	 	$	16.91	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93753	 	1588303233	 	Step 3 Problem Solving Pretest/Posttest (set of 10)
	 	$	10.55	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	96102	 	1588303152	 	Problem Solving Step 4 Complete Program
	 	$	238.45	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93841	 	1588304922	 	Problem Solving, Step By Step: Step 4 Complete
Student Kit
	 	$	112.31	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93825	 	1588301745	 	Problem Solving, Step By Step: Step 4 Student
Instruction Kit
	 	$	103.83	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93809	 	158120714X	 	Step 4 Problem Solving Teacher Edition
	 	$	16.91	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93833	 	1588303241	 	Step 4 Problem Solving Pretest/Posttest (set of 10)
	 	$	10.55	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	96233	 	1588303160	 	Problem Solving Step 5 Complete Program
	 	$	238.45	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93913	 	158830499X	 	Problem Solving, Step By Step: Step 5 Complete
Student Kit
	 	$	112.31	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93905	 	1588301753	 	Problem Solving, Step By Step: Step 5 Student
Instruction Kit
	 	$	103.83	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93876	 	1581207158	 	Step 5 Problem Solving Teacher Edition
	 	$	16.91	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93892	 	158830325X	 	Step 5 Problem Solving Pretest/Posttest (set of 10)
	 	$	10.55	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	96381	 	1588303179	 	Problem Solving Step 6 Complete Program
	 	$	238.45	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93972	 	1588305058	 	Problem Solving, Step By Step: Step 6 Complete
Student Kit
	 	$	112.31	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93956	 	1588301761	 	Problem Solving, Step By Step: Step 6 Student
Instruction Kit
	 	$	103.83	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93930	 	1581207166	 	Step 6 Problem Solving Teacher Edition
	 	$	16.91	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93964	 	1588303268	 	Step 6 Problem Solving Pretest/Posttest (set of 10)
	 	$	10.55	 	 	1999	 	 	 	 






Page 5 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	AR	 	2006	 	2012	 	Metro	 	96567	 	1588303187	 	Problem Solving Step 7 Complete Program
	 	$	261.77	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	94035	 	1588305066	 	Problem Solving, Step By Step: Step 7 Complete
Student Kit
	 	$	121.85	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	94027	 	158830177X	 	Problem Solving, Step By Step: Step 7 Student
Instruction Kit
	 	$	113.09	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	94019	 	1581206755	 	Step 7 Problem Solving Teacher Edition
	 	$	16.91	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	94001	 	1588303276	 	Step 7 Problem Solving Pretest/Posttest (set of 10)
	 	$	10.55	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	96680	 	1588303195	 	Problem Solving Step 8 Complete Program
	 	$	261.77	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	94086	 	1588305074	 	Problem Solving, Step By Step: Step 8 Complete
Student Kit
	 	$	121.85	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	94078	 	1588301788	 	Problem Solving, Step By Step: Step 8 Student
Instruction Kit
	 	$	113.09	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	94051	 	1581206836	 	Step 8 Problem Solving Teacher Edition
	 	$	16.91	 	 	1999	 	 	 	 
	AR	 	2006 	 	2012	 	Metro	 	94060	 	1588303284	 	Step 8 Problem Solving Pretest/Posttest (set of 10)
	 	$	10.55	 	 	1999	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	94650	 	1581203004	 	Metro Math Readers: Red Level Complete Kit
	 	$	582.95	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	89244	 	158120325X	 	Metro Math Readers: Red Level Student Kit — 24
Titles, 6 Copies Each
	 	$	519.35	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	94625	 	158830115X	 	Metro Math Readers: Red Level Student Kit — 24
Titles, 1 Copies Each
	 	$	95.35	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	94617	 	1588301427	 	Metro Math Readers: Red Level Big Book Super Pack
	 	$	275.55	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	98722	 	1581203314	 	The Number One (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	98909	 	1581203322	 	The Number Two (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	98845	 	1581203330	 	The Number Three (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	98669	 	1581203349	 	The Number Four (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	98634	 	1581203357	 	The Number Five (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	98781	 	1581203365	 	The Number Six (Set of 6)
	 	$	 25.39	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	98757	 	1581203373	 	The Number Seven (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	98571	 	1581203381	 	The Number Eight (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	98693	 	158120339X	 	The Number Nine (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	98811	 	1581203403	 	The Number Ten (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	98600	 	1581203411	 	The Number Eleven (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	98870	 	158120342X	 	The Number Twelve (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	95476	 	1581203438	 	Squares (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	100298	 	1581203446	 	Triangles (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	94511	 	1581203454	 	Rectangles (Set of 6)
	 	$	25.39	 	 	2000 .	 	 	 	 	 	 	 	 
	AR	 	2006 	 	2012	 	Metro	 	77690	 	1581203462	 	Circles (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	102007	 	1581203470	 	Which One is it? (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	102091	 	1581203489	 	Which Two Are the Same? (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	102146	 	1581203497	 	Who is Missing? (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	101979	 	1581203500	 	Which Belong Together? (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	84144	 	1581203519	 	How Many in All? (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	84099	 	1581203527	 	How Many Are Missing? (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	101709	 	1581203535	 	What is a Half? (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	102066	 	1581203543	 	Which One is Next? (Set of 6)
	 	$	25.39	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	94633	 	1581203616	 	Red Level Teacher’s Guide (Set of 6)
	 	$	 16.91	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	93534	 	1588301095	 	Red Level Practice Test (Set of 10) With Teacher’s Guide
	 	$	31.75	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	94976	 	1588301109	 	Red Level Pretests/Posttest (Set of 10) With Teacher’s
Guide
	 	$	21.15	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	98925	 	158120551	 	The Numbers 1-5 Big Book
	 	$	52.95	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	98976	 	158120552X	 	The Numbers 6-9 Big Book
	 	$	49.77	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	98941	 	1581205538	 	The Numbers 10-12 Big Book
	 	$	44.47	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	94924	 	1581205546	 	Shapes Big Book
	 	$	49.77	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	97762	 	1581205554	 	Take A Closer Look Big Book
	 	$	49.77	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	84224	 	1581205562	 	How Many? How Much? Big Book
	 	$	44.47	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	83694	 	1581203632	 	Math Readers Red Level Home/School Connection BLM
	 	$	21.15	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	102293	 	1581204000	 	Metro Math Readers: Yellow Level Complete Kit
	 	$	604.15	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	102322	 	1581203306	 	Metro Math Readers: Yellow Level Student Kit — 24 Titles, 6 Copies Each
	 	$	540.55	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	102306	 	1588301168	 	Metro Math Readers: Yellow Level Student Kit — 24
Titles, 1 Copy Each
	 	$	101.95	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	102314	 	1588301435	 	Metro Math Readers: Yellow Level Big Book Super Pack
	 	$	508.75	 	 	2000	 	 	 	 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	95425	 	1581204310	 	Spending Dimes One At A Time (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	AR	 	2006	 	2012	 	Metro	 	100386	 	1581204329	 	Twenty More Or Less (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	78481	 	1581204337	 	Counting On Friends (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	94203	 	1581204345	 	Puppies in, Puppies Out (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	88735	 	1581204353	 	Making Twelve Party Bags (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	91168	 	1581204361	 	Once There Were Twelve (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	75643	 	158120437X	 	Bears, Ten By Ten (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	98079	 	1581204388	 	Tens and Ones Together (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	84187	 	1581204396	 	How Many is Fifty? (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	101485	 	158120440X	 	We Celebrate 100 (Set of 6)
	 	$	 26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	89720	 	1581204418	 	Money Counts (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	85163	 	1581204426	 	It’s about Time (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	99071	 	1581204434	 	The Shape Game (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	97711	 	1581204442	 	Symmetry (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	100351	 	1581204450	 	Turn to the Left, Turn to the Right (Set of 6)
	 	$	26.45	 	 	2000 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	85770	 	1581204469	 	Let’s Share (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	84742	 	1581204477	 	In and Out of the Toy Box (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	91125	 	1581204485	 	Odd Number Thirteen (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	98503	 	1581204493	 	The Measurement Mysteries (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	102058	 	1581204507 	 	Which One is More? (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	81710	 	1581204515	 	Feet Go Two By Two (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	81795	 	1581204523	 	Fingers Go Five By Five (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	83459	 	1581204531	 	Half is Fair (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	84030	 	158120454X	 	How Do We Use Money? (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	89316	 	1581204612	 	Yellow Level Teacher’s Guide
	 	$	16.91	 	 	2000	 	 	 	 
	AR	 	2006 	 	2012	 	Metro	 	102349	 	1588301117	 	Yellow Level Practice Test (Set of 10) With
Teacher’s Guide
	 	$	31.75	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	102331	 	1588301125	 	Yellow Level PreTest/Posttest (Set of 10)
With Teacher’s Guide
	 	$	21.15	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	84208	 	1581205570	 	How Many Now? Big Book
	 	$	 52.95	 	 	2000 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	99813	 	1581205589	 	Time and Measurement Big Book
	 	$	52.95	 	 	2000 	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	89691	 	158830101X	 	Money Big Book
	 	$	52.95	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	82481 	 	1588301028	 	From Twenty to Fifty Big Book
	 	$	49.77	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	95100	 	1588301036	 	Skip-Counting Big Book
	 	$	52.95	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	82000	 	1588301044	 	Fractions Big Book
	 	$	49.77	 	 	2000	 	 	 	 







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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	AR	 	2006	 	2012	 	Metro	 	88612	 	1588301052	 	Looking At Shapes Big Book
	 	$	52.95	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	84128	 	1588301060	 	How Many Groups? Big Book
	 	$	49.77	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	82472	 	1588301079	 	From Ten To One Hundred Big Book
	 	$	52.95	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	78449	 	1588301087	 	Counting Down Big Book
	 	$	52.95	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	83707	 	1581204620	 	Math Readers Yellow Level Home/School Connection BLM
	 	$	21.15	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	75820	 	1588301133	 	Metro Math Readers: Blue Level Complete Kit
	 	$	487.55	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	75838	 	1588308081	 	Metro Math Readers: Blue Level Student Kit — 20 Titles, 6 Copies Each
	 	$	476.95	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	86844	 	1588301176	 	Metro Math Readers: Blue Level Student Kit — 20 Titles, 1 Copy Each
	 	$	84.75	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	98116	 	1588309045	 	That’s Close Enough! (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	73832	 	1588309061	 	Adding It Up (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	101768	 	1588309134	 	What’s The Difference? (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	78465	 	1588309029	 	Counting on Bears (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	84064	 	1588309088	 	How Heavy is It? (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	94490	 	1588309010	 	Real-Life Multiplication (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	84013	 	1588309150	 	Hooray! Arrays! (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	85198	 	1588309002	 	It’s Time for the Park (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	98141	 	158830907X	 	The Animal Data Files (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	77905	 	1588309126	 	Coins Count (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	101784	 	1588309142	 	What’s Your Money Worth? (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	78861	 	1588309185	 	Day By Day (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	98431	 	158830910X	 	The Marvelous Lemonade Machine (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	89359	 	1588309037	 	Measuring Tails (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	89332	 	1588309118	 	Measuring is Believing (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	89746	 	1588309193	 	Moving Shapes (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	81779	 	1588309053	 	Finding Fraction Facts (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	99055	 	1588309177	 	The Secret of the Golden Ruler (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	84081	 	1588309096	 	How Hot is Hot? (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	99194	 	1588309169	 	The Solids Show (Set of 6)
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	75854	 	1588309207	 	Blue Level Teacher’s Guide
	 	$	16.91	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	94895	 	1581200994	 	School-To-Home Bags 10-Pack
	 	$	26.45	 	 	2000	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	118084	 	1597930024	 	20-Pack Excursions Kit Grade 1
	 	$	210.94	 	 	1996	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	AR	 	2006	 	2012	 	Metro	 	80670	 	1588306127	 	Grade 1 Excursions Student Edition
	 	$	10.55	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	80821	 	1588307603	 	Grade 1 Excursions Teacher Edition
	 	$	42.35	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	118113	 	1597930059	 	20-Pack Excursions Kit Grade 2
	 	$	210.94	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	80784	 	1588306275	 	Grade 2 Excursions Student Edition
	 	$	10.55	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	80830	 	1588307670	 	Grade 2 Excursions Teacher Edition
	 	$	42.35	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	118148	 	1579730083	 	20-Pack Excursions Kit Grade3
	 	$	210.94	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	80792	 	1588306283	 	Grade 3 Excursions Student Edition
	 	$	10.55	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	80848	 	1588307689	 	Grade 3 Excursions Teacher Edition
	 	$	42.35	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	118172	 	1597930113	 	20-Pack Excursions Kit Grade 4
	 	$	210.94	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	80805	 	1588306291	 	Grade 4 Excursions Student Edition
	 	$	10.55	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	80856	 	1588307697	 	Grade 4 Excursions Teacher Edition
	 	$	42.35	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	118201	 	1597930148	 	20-Pack Excursions Kit Grade 5
	 	$	210.94	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	80813	 	1588306305	 	Grade 5 Excursions Student Edition
	 	$	10.55	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Metro	 	80864	 	1588307700	 	Grade 5 Excursions Teacher Edition
	 	$	42.35	 	 	1996	 	 	 	 
	AR	 	2006	 	2012	 	Sopris	 	63888	 	1570359717	 	Transitional Mathematics Developing Number Sense, Level 1, Class Set of 10
	 	$	477.00	 	 	2004	 	 	 	 
	AR	 	2006	 	2012	 	Sopris	 	63896	 	1570359725	 	Transitional Mathematics Developing Number Sense, Level 1, Class Set of 25
	 	$	1,038.95	 	 	2004	 	 	 	 
	AR	 	2006	 	2012	 	Sopris	 	65066	 	1593180802	 	Transitional Mathematics Developing Number Sense of Rational Numbers, Level 2, Classroom Set of 10
	 	$	477.00	 	 	2004	 	 	 	 
	AR	 	2006	 	2012	 	Sopris	 	65082	 	1593180810	 	Transitional Mathematics Developing Number Sense of Rational Numbers, Level 2, Classroom Set of 25
	 	$	1,038.95	 	 	2004	 	 	 	 
	AR	 	2006	 	2012	 	Sopris	 	65074	 	159318235X	 	Transitional Mathematics Understanding Algebraic Expressions, Level 3, Classroom Set of 10
	 	$	477.00	 	 	2004	 	 	 	 
	AR	 	2006	 	2012	 	Sopris	 	65091	 	1593182368	 	Transitional Mathematics Understanding Algebraic Expressions, Level 3, Classroom Set of 25
	 	$	1,038.95	 	 	2004	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	74501	 	1581201028	 	Metro Early Reading Program Kindergarten Big Book Amazing Aunt Agatha
	 	$	32.35	 	 	1999	 	*
Adoption Contract C
	CA	 	1999	 	2005	 	Metro	 	76970	 	1581201079	 	Metro Early Reading Program Kindergarten Big Book Busy Toes
	 	$	32.35	 	 	1999	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	CA	 	1999	 	2005	 	Metro	 	78300	 	1581201133	 	Metro Early
Reading Program Kindergarten Big Book Con Mi Hermano/With My Brother
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	81664	 	1581201044	 	Metro Early Reading Program Kindergarten Big Book Feast for 10
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	83344	 	1581201158	 	Metro Early Reading Program Kindergarten Big Book Growing Vegetable Soup
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	84671	 	1581201052	 	Metro Early Reading Program Kindergarten Big Book I’ll Catch The Moon
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	85294	 	1581201109	 	Metro Early Reading Program Kindergarten Big Book Kente Colors
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	88356	 	1581201192	 	Metro Early Reading Program Kindergarten Big Book Life With Max
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	89877	 	1581201036	 	Metro Early Reading Program Kindergarten Big Book My Friends
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	91176	 	1581201176	 	Metro Early Reading Program Kindergarten Big Book One Afternoon
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	91272	 	158120115X	 	Metro Early Reading Program Kindergarten Big Book Oscar Asked Why
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	92099	 	1581201125	 	Metro Early Reading Program Kindergarten Big Book Pet Show!
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	93391	 	158120101X	 	Metro Early Reading Program Kindergarten Big Book Polar Bear,
Polar Bear, What Do You Hear?
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	94730	 	1581201141	 	Metro Early Reading Program Kindergarten Big Book Road Builders
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	75715	 	1581201214	 	Metro Early Reading Program Kindergarten Big Book Teacher’s Guide
	 	$	17.23	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	98271	 	1581201117	 	Metro Early Reading Program Kindergarten Big Book The Doorbell Rang
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	98319	 	1581201184	 	Metro Early Reading Program Kindergarten Big Book The Fourth Little Pig
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	98440	 	1581201206	 	Metro Early Reading Program Kindergarten Big Book The Marvelous Toy
	 	$	32.35	 	 	1999	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	CA	 	1999	 	2005	 	Metro	 	74261	 	1581202873	 	Metro Early Reading Program Kindergarten Big Book Theme Pack All About Me
	 	$	204.07	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	82018	 	1581202881	 	Metro Early Reading Program Kindergarten Big Book Theme Pack Friends and Family
	 	$	175.99	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	83651	 	158120289X	 	Metro Early Reading Program Kindergarten Big Book Theme Pack Home and Community
	 	$	147.91	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	99688	 	1581201060	 	Metro Early Reading Program Kindergarten Big Book They Thought They Saw Him
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	99961	 	1581201087	 	Metro Early Reading Program Kindergarten Big Book Today is Monday
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	75707	 	1581201001	 	Metro Early Reading Program Kindergarten Big Books Super Pack
	 	$	561.55	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	78271	 	1581206909	 	Metro Early Reading Program Kindergarten California 20 Student Kit
	 	$	1,511.19	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	78107	 	1581201222	 	Metro Early Reading Program Kindergarten Complete Kit
	 	$	1,075.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	84822	 	1581200919	 	Metro Early Reading Program Kindergarten Individual Skills Inventory 10 Pack
	 	$	43.15	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	85809	 	1581200862	 	Metro Early Reading Program Kindergarten Kindergarten Letter Cards
	 	$	16.15	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	94123	 	1581200897	 	Metro Early Reading Program Kindergarten Kindergarten Level Guide
	 	$	10.75	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	89762	 	1581200870	 	Metro Early Reading Program Kindergarten Multicultural Song Collection 4 pack (Audio cassettes)
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	89914	 	1581200803	 	Metro Early Reading Program Kindergarten My Letter Book 10 Pack
	 	$	80.95	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	89965	 	1581200811	 	Metro Early Reading Program Kindergarten My Letter Book Teacher’s Guide
	 	$	10.75	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	91555	 	1581200846	 	Metro Early Reading Program Kindergarten Our Letter Chart
	 	$	9.67	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	74464	 	158120082X	 	Metro Early Reading Program Kindergarten Poster Set
	 	$	53.35	 	 	1999	 	 	 	 






Page 12 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	CA	 	1999	 	2005	 	Metro	 	93420	 	1581200838	 	Metro Early Reading Program Kindergarten Poster Set Teacher’s Guide
	 	$	10.75	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	77032	 	1581200722	 	Metro Early Reading Program Kindergarten Reader Can I Have Some? 10 Pack
	 	$	34.51	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	79177	 	1581200706	 	Metro Early Reading Program Kindergarten Reader Do You Like Me? 10 Pack
	 	$	34.51	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	79193	 	1581200730	 	Metro Early Reading Program Kindergarten Reader Down, Mop, Down 10 Pack
	 	$	34.51	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	84558	 	1581200684	 	Metro Early Reading Program Kindergarten Reader Am Ben 10 Pack
	 	$	34.51	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	85104	 	1581200714	 	Metro Early Reading Program Kindergarten Reader Is Boo With You? 10 Pack
	 	$	34.51	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	85139	 	1581200692	 	Metro Early Reading Program Kindergarten Reader Is Tasha Up? 10 Pack
	 	$	34.51	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	85219	 	1581200749	 	Metro Early Reading Program Kindergarten Reader Just A Little 10 Pack
	 	$	34.51	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	101741	 	1581200757	 	Metro Early Reading Program Kindergarten Reader What Was That? 10 Pack
	 	$	34.51	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	94377	 	1581200765	 	Metro Early Reading Program Kindergarten Readers 10 pack of all books
	 	$	259.15	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	94895	 	1581200994	 	Metro Early Reading Program Kindergarten School to Home Bags 10 Pack
	 	$	23.71	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	94941	 	1581202903	 	Metro Early Reading Program Kindergarten Sharing and Caring
	 	$	175.99	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	95046	 	158120096X	 	Metro Early Reading Program Kindergarten Sing Along Song Book
	 	$	16.15	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	97797	 	1581200781	 	Metro Early Reading Program Kindergarten Take Home Readers 24 Pack
	 	$	21.55	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	100642	 	1581200943	 	Metro Early Reading Program Kindergarten Teacher’s Guide Units 17-24
	 	$	21.55	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	100634	 	1581200927	 	Metro Early Reading Program Kindergarten Teacher’s Guide Units 1-8
	 	$	21.55	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	100651	 	1581200951	 	Metro Early Reading Program Kindergarten Teacher’s Guide Units 25-32
	 	$	21.55	 	 	1999	 	 	 	 






Page 13 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	CA	 	1999	 	2005	 	Metro	 	100677	 	1581200935	 	Metro Early Reading Program Kindergarten Teacher’s Guide Units 9-16
	 	$	21.55	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	98044	 	1581200854	 	Metro Early Reading Program Kindergarten Teacher’s Resource Book
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	73154	 	1581201273	 	Metro Early
Reading Program level A A Bug in the Bathtub 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	73285	 	1581201265	 	Metro Early
Reading Program Level A A Hug And Hot Chocolate 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	73621	 	158120129X	 	Metro Early
Reading Program Level A A Very Bad Day 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	85876	 	1581202016	 	Metro Early Reading Program Level A Assessment 6 Pack
	 	$	25.87	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	75598	 	158120132X	 	Metro Early Reading Program Level A At The Zoo 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	78115	 	1581206917	 	Metro Early Reading Program Level A Complete Program Kit for 20 Students
	 	$	971.95	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	85913	 	1581202814	 	Metro Early Reading Program Level A Complete Program Kit for 6 Students
	 	$	647.95	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	82608	 	1581201303	 	Metro Early Reading Program Level A Get Rid of That Dog 6Pack
	 	$	22.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	83521	 	1581201257	 	Metro Early Reading Program Level A Have You Met My Pet? 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	85825	 	1581201869	 	Metro Early Reading Program Level A Letter Cards For Students 6 Pack
	 	$	26.95	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	90122	 	1581201567	 	Metro Early Reading Program Level A My Literature Book 6 Pack
	 	$	152.23	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	90131	 	1581201575	 	Metro Early Reading Program Level A My Literature Book Teacher’s Guide
	 	$	16.15	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	90616	 	1581201745	 	Metro Early Reading Program Level A My Practice Book 6 Pack
	 	$	40.99	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	91053	 	1581201311	 	Metro Early Reading Program Level A Not Not Again! 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	73200	 	1581201346	 	Metro Early Reading Program Level A Our Day With Mom 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 






Page 14 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	CA	 	1999	 	2005	 	Metro	 	85067	 	1581202725	 	Metro Early Reading Program Level A Program Organizer
	 	$	64.64	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	94342	 	158120194X	 	Metro Early
Reading Program Level A Read Aloud Casseties 4 Pack
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	86297	 	1581202121	 	Metro Early Reading Program Level A Teacher’s Edition Units 1-5
	 	$	53.95	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	86300	 	158120213X	 	Metro Early Reading Program Level A Teacher’s Edition Units 6-10
	 	$	53.95	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	85850	 	1581201885	 	Metro Early Reading Program Level A Teacher’s Resource Book
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	99776	 	1581201338	 	Metro Early Reading Program Level A Three Pigs and A Wolf 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	101653	 	1581201281	 	Metro Early Reading Program Level A What Can Sam Do? 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	94908	 	1581201249	 	Metro Early Reading Program Level A-F School To Home Bag
	 	$	13.99	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	94908	 	1581201249	 	Metro Early Reading Program Level A-F School To Home Bag 6 Pack
	 	$	13.99	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	73111	 	1581201354	 	Metro Early Reading Program Level B A Bag For Dad 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	73533	 	1581201443	 	Metro Early Reading Program Level B A Surprise Birthday 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	86406	 	1581202032	 	Metro Early Reading Program Level B Assessment 6 Pack
	 	$	25.87	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	78131	 	1581206925	 	Metro Early Reading Program Level B Complete Program Kit for 20 Students
	 	$	971.95	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	86588	 	1581202822	 	Metro Early Reading Program Level B Complete Program Kit for 6 Students
	 	$	647.95	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	79134	 	1581201397	 	Metro Early Reading Program Level B Did You See Boo? 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	82501	 	1581201389	 	Metro Early Reading Program Level B Game Day 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	82579	 	1581201427	 	Metro Early Reading Program Level B Get Down From That Vine! 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 






Page 15 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	CA	 	1999	 	2005	 	Metro	 	88671	 	1581201435	 	Metro Early Reading Program Level B Make My Day 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	90211	 	1581201591	 	Metro Early Reading Program Level B My Literature Book 6 Pack
	 	$	152.23	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	90229	 	1581201605	 	Metro Early Reading Program Level B My Literature Book Teacher’s Guide
	 	$	16.15	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	90632	 	1581201761	 	Metro Early Reading Program Level B My Practice Book 6 Pack
	 	$	40.99	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	94351	 	1581201958	 	Metro Early Reading Program Level B Read Aloud Cassettes 4 Pack
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	94799	 	1581201419	 	Metro Early Reading Program Level B Rows and Rows of Marigolds 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	94975	 	1581201370	 	Metro Early Reading Program Level B Side By Side 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	86748	 	1581202148	 	Metro Early Reading Program Level B Teacher’s Edition Units 1-5
	 	$	53.95	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	86756	 	1581202156	 	Metro Early Reading Program Level B Teacher’s Edition Units 6-10
	 	$	53.95	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	86385	 	1581201893	 	Metro Early Reading Program Level B Teacher’s Resource Book
	 	$	32.35	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	101944	 	1581201362	 	Metro Early Reading Program Level B When Will the Sun Come Out? 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	102381	 	1581201400	 	Metro Early Reading Program Level B You Can Do A Lot With A Lot 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	73381	 	1581201478	 	Metro Early Reading Program Level C A Pet For Jed 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	73568	 	1581201451	 	Metro Early Reading Program Level C A Tadpole at the Lake 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	86801	 	1581202059	 	Metro Early Reading Program Level C Assessment 6 Pack
	 	$	25.87	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	78174	 	1581206933	 	Metro Early Reading Program Level C Complete Program Kit for 20 Students
	 	$	972.00	 	 	1999	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	86959	 	1581202830	 	Metro Early Reading Program Level C Complete Program Kit for 6 Students
	 	$	647.95	 	 	1999	 	 	 	 







Page 16 of 124












 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	CA	 	1999	 	2005	 	Metro	 	82659	 	158120146X	 	Metro Early Reading Program Level C Glide, Frog, Glide! 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	82712	 	1581201486	 	Metro Early Reading Program Level C Good Times at the Lake 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	84574	 	1581201532	 	Metro Early Reading Program Level C I Don’t Want to Scare You 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	90296	 	1581201621	 	Metro Early Reading Program Level C My Literature Book 6 Pack
	 	$	152.23	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	90309	 	158120163X	 	Metro Early Reading Program Level C My Literature Book Teacher’s Guide
	 	$	16.15	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	90667	 	1581201788	 	Metro Early Reading Program Level C My Practice Book 6 Pack
	 	$	40.99	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	94369	 	1581201966	 	Metro Early Reading Program Level C Read Aloud Cassettes 4 Pack
	 	$	32.35	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	94908	 	1581201249	 	Metro Early Reading Program Level C School To Home Bags 6 Pack
	 	$	13.99	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	95003	 	1581201508	 	Metro Early Reading Program Level C Sidewalk Fun 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	95126	 	1581201540	 	Metro Early Reading Program Level C Slide And Ride 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	87097	 	1581202164	 	Metro Early Reading Program Level C Teacher’s Edition Units 1-5
	 	$	53.95	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	87100	 	1581202172	 	Metro Early Reading Program Level C Teacher’s Edition Units 6-10
	 	$	53.95	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	86781	 	1581201907	 	Metro Early Reading Program Level C Teacher’s Resource Book
	 	$	32.35	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	98191	 	1581201516	 	Metro Early Reading Program Level C The Best Pizza Place 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	92101	 	1581201494	 	Metro Early Reading Program Level C The Pet Show 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	99135	 	1581201524	 	Metro Early Reading Program Level C The Sitter 6 Pack
	 	$	22.63	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	78123	 	1581206941	 	Metro Early Reading Program Levels A-C Complete Grade 1 Program for 20 Students
	 	$	2,695.63	 	 	1999	 	 	 	 	 	 	 	 






Page 17 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	CA	 	1999	 	2005	 	Metro	 	100212	 	1581200978	 	Metro Early Reading Program Transitional Program Complete
	 	$	453.55	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	100183	 	1581200986	 	Metro Early Reading Program Transitional Program Little Readers
	 	$	276.43	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Metro	 	100221	 	1581206526	 	Metro Early Reading Program Transitional Program Teacher’s Guide
	 	$	21.55	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	34452	 	1570351783	 	Language! Course Syllabus and Advance Organizer (teacher’s traning course manual)
	 	$	4.50	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	20538	 	1564970604	 	Language! DRP BookLink: Literature and Popular Titles (DOS software,
two 3 1/2 inch diskettes)
	 	$	99.00	 	 	1996	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	20546	 	1564970612	 	Language! DRP BookLink: Literature and Popular Titles (Macintosh software, two 3 1/2 inch
diskettes)
	 	$	99.00	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	34315	 	1570350655	 	Language! Instructor’s Manual
	 	$	75.00	 	 	1995	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	30162	 	1570351619	 	Language! J & J Readers Coloring Book Pack of 10
	 	$	19.50	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	30200	 	1570351821	 	Language! J & J Readers Kids Poster
	 	$	7.50	 	 	1992	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	32555	 	1570352755	 	Language! J & J Readers Level 1; Units 1-18 (consumable)
	 	$	49.00	 	 	1993	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	32598	 	1570352763	 	Language! J & J Readers Level 2; Units 19-36 (consumable)
	 	$	49.00	 	 	1993	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	32635	 	1570352771	 	Language! J & J Readers Level 3; Units 37-54 (consumable)
	 	$	49.00	 	 	1992	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	30293	 	1570351805	 	Language! J & J Readers Vocabulary Cards Level 1
	 	$	21.95	 	 	1992	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	30306	 	1570351813	 	Language! J & J Readers Vocabulary Cards Level 2
	 	$	21.95	 	 	1992	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	34227	 	1570351791	 	Language! Pocket Chart
	 	$	24.95	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	20685	 	1570351406	 	Language! Practice instructor’s Manual
	 	$	25.00	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	20618	 	1570351414	 	Language! Practice Student Workbook A
	 	$	5.25	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	20626	 	1570351422	 	Language! Practice Student Workbook B
	 	$	5.25	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	20634	 	1570351430	 	Language! Practice Student Workbook C
	 	$	5.25	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	20642	 	1570351449	 	Language! Practice Student Workbook D
	 	$	5.25	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	20651	 	1570351457	 	Language! Practice Student Workbook E
	 	$	5.25	 	 	1998	 	 	 	 	 	 	 	 






Page 18 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	CA	 	1999	 	2005	 	Sopris	 	20669	 	1570351465	 	Language! Practice Student Workbook F
	 	$	5.25	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	25486	 	1570354618	 	Language! Roots
	 	$	65.00	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	22111	 	1570352313	 	Language! Second Edition Student Mastry Book A
	 	$	5.25	 	 	1995	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	22120	 	1570352321	 	Language! Second Edition Student Mastry Book B
	 	$	5.25	 	 	1995	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	22138	 	157035233X	 	Language! Second Edition Student Mastry Book C
	 	$	5.25	 	 	1995	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	22146	 	1570352348	 	Language! Second Edition Student Mastry Book D
	 	$	5.25	 	 	1995	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	22154	 	1570352356	 	Language! Second Edition Student Mastry Book E
	 	$	5.25	 	 	1995	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	22162	 	1570352364	 	Language! Second Edition Student Mastry Book F
	 	$	5.25	 	 	1995	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	22171	 	1570352372	 	Language! Second Edition Student Mastry Book G
	 	$	5.25	 	 	1995	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	22189	 	1570352380	 	Language! Second Edition Student Mastry Book H
	 	$	5.25	 	 	1995	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	22197	 	1570352399	 	Language! Second Edition Student Mastry Book I
	 	$	5.25	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005 	 	Sopris	 	34198	 	157035183X	 	Language! Sounds and Letters Cards 
	 	$	25.00	 	 	1997	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	34420	 	1570351260	 	Language! Sounds and Letters for Readers and Spellers Book
	 	$	19.50	 	 	1997	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	34411	 	1570351767	 	Language! Sounds and Letters for Readers and Spellers CD-Rom software (Network version 1.0)
	 	$	695.00	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	34411	 	1570351767	 	Language! Sounds and Letters for Readers and Spellers CD-Rom software (PC version 1.0)
	 	$	195.00	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	1999	 	2005	 	Sopris	 	34454	 	1570351775	 	Language! Sounds of Our Language Audiotape
	 	$	7.50	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	23034	 	1570352097	 	Language! Categories
	 	$	52.97	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	20520	 	1570353654	 	Language! DRP Booklink: Literature and Popular Titles (CD-ROM)
	 	$	53.48	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	23798	 	1570353832	 	Language! Games and Activities for Readers and Spellers
	 	$	147.13	 	 	2000	 	 	 	 	 	 	 	 






Page 19 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	CA	 	2002	 	2007	 	Sopris	 	22509	 	1570352526	 	Language! Instructional Resource Guide for Teachers
	 	$	76.51	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	32563	 	1570354359	 	Language! J & J Reader A
	 	$	21.40	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	32571	 	1570354367	 	Language! J & J Reader B
	 	$	21.40	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	32580	 	1570354375	 	Language! J & J Reader C
	 	$	21.40	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	32601	 	1570354383	 	Language! J & J Reader D
	 	$	21.40	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	32619	 	1570354391	 	Language! J & J Reader E
	 	$	21.40	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	32627	 	1570354405	 	Language! J & J Reader F
	 	$	21.40	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	32643	 	1570354413	 	Language! J & J Reader G
	 	$	21.40	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	32651	 	1570354421	 	Language! J & J Reader H
	 	$	21.40	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	32660	 	157035443X	 	Language! J & J Reader I
	 	$	21.40	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	65365	 	403690653653	 	Language! J & J Readers Coloring Book
	 	$	2.30	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	30162	 	1570351619	 	Language! J & J Readers Coloring Book Pack of 10
	 	$	22.95	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	32678	 	1570353239	 	Language! J & J Readers Instructor’s Answer Guide
	 	$	11.77	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	30200	 	1570351821	 	Language! J & J Readers Kids Poster
	 	$	9.36	 	 	1992	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	32555	 	1570352755	 	Language! J & J Readers Level 1; Units 1-18 (consumable)
	 	$	64.74	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	32598	 	1570352763	 	Language! J & J Readers Level 2; Units 19-36 (consumable)
	 	$	64.74	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	32635	 	1570352771	 	Language! J & J Readers Level 3; Units 37-54 (consumable)
	 	$	64.74	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	30293	 	1570351805	 	Language! J & J Readers Vocabulary Cards Level 1
	 	$	34.13	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	30306	 	1570351813	 	Language! J & J Readers Vocabulary Cards Level 2
	 	$	34.13	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	 	 	 	 	Language! Level 1 Student Package Option
	 	$	105.40	 	 	2002	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	 	 	 	 	Language! Level 2 Student Package Option
	 	$	105.40	 	 	2002	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	 	 	 	 	Language! Level 3 Student Package Option
	 	$	113.42	 	 	2002	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	 	 	 	 	Language! Literacy Intervention Teacher Classroom Resources
	 	$	192.31	 	 	2002	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	34340	 	1570352070	 	Language! Morphemes for Meaning
	 	$	46.49	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	34227	 	1570351791	 	Language! Pocket Chart
	 	$	41.20	 	 	1999	 	 	 	 	 	 	 	 






Page 20 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	CA	 	2002	 	2007	 	Sopris	 	20685	 	1570351406	 	Language! Practice instructor’s Manual
	 	$	41.20	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	20722	 	1570353670	 	Language! Practice Instructor’s Manual and Blackline Masters
	 	$	88.28	 	 	1999	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	20722	 	1570353670	 	Language! Practice Instructor’s Manual and Blackline Masters
	 	$	129.47	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	20618	 	1570351414	 	Language! Practice Student Workbook A
	 	$	7.65	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	20626	 	1570351422	 	Language! Practice Student Workbook B
	 	$	7.65	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	20634	 	1570351430	 	Language! Practice Student Workbook C
	 	$	7.65	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	20642	 	1570351449	 	Language! Practice Student Workbook D
	 	$	7.65	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	20651	 	1570351457	 	Language! Practice Student Workbook E
	 	$	7.65	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	20669	 	1570351465	 	Language! Practice Student Workbook F
	 	$	7.65	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	20677	 	1570353662	 	Language! Practice Workbooks A-F
	 	$	45.90	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	25486	 	1570354618	 	Language! Roots
	 	$	88.28	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22841	 	157035281X	 	Language! Second Edition Elementary School Training Kit
	 	$	547.26	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22517	 	1570352283	 	Language! Second Edition Instructor’s Manual Level 1
	 	$	64.74	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22525	 	1570352291	 	Language! Second Edition Instructor’s Manual Level 2
	 	$	64.74	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22533	 	1570352305	 	Language! Second Edition Instructor’s Manual Level 3
	 	$	64.74	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22867	 	1570352895	 	Language! Second Edition Middle/High School Training Kit
	 	$	609.69	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22111	 	1570352313	 	Language! Second Edition Student Mastry Book A
	 	$	7.65	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22120	 	1570352321	 	Language! Second Edition Student Mastry Book B
	 	$	7.65	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22138	 	157035233X	 	Language! Second Edition Student Mastry Book C
	 	$	7.65	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22146	 	1570352348	 	Language! Second Edition Student Mastry Book D
	 	$	7.65	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22154	 	1570352356	 	Language! Second Edition Student Mastry Book E
	 	$	7.65	 	 	2001	 	 	 	 	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	CA	 	2002	 	2007	 	Sopris	 	22162	 	1570352364	 	Language! Second Edition Student Mastry Book F
	 	$	7.65	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22171	 	1570352372	 	Language! Second Edition Student Mastry Book G
	 	$	7.65	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22189	 	1570352380	 	Language! Second Edition Student Mastry Book H
	 	$	7.65	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22197	 	1570352399	 	Language! Second Edition Student Mastry Book I
	 	$	7.65	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	24125	 	1570352569	 	Language! Sort It!
	 	$	69.44	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	34198	 	157035183X	 	Language! Sounds and Letters Cards
	 	$	31.03	 	 	1997	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	34420	 	1570351260	 	Language! Sounds and Letters for Readers and Spellers Book
	 	$	28.84	 	 	1997	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	34454	 	1570351775	 	Language! Sounds of Our Language Audiotape
	 	$	8.83	 	 	1998	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	25283	 	157035460X	 	Language! Speaking and Listening to the English Language Book
	 	$	48.15	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	25291	 	1570354790	 	Language! Speaking and Listening to the English Language Book and Card Set
	 	$	187.25	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	25267	 	1570354782	 	Language! Speaking and Listening to the English Language Card Set
	 	$	160.50	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22701	 	1570353441	 	Language! Student Mastry Book A Teacher’s Answer Guide
	 	$	11.77	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22710	 	157035345X	 	Language! Student Mastry Book B Teacher’s Answer Guide
	 	$	11.77	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22728	 	1570353468	 	Language! Student Mastry Book C Teacher’s Answer Guide
	 	$	11.77	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22736	 	1570353549	 	Language! Student Mastry Book D Teacher’s Answer Guide
	 	$	11.77	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22744	 	1570353557	 	Language! Student Mastry Book E Teacher’s Answer Guide
	 	$	11.77	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22752	 	1570353565	 	Language! Student Mastry Book F Teacher’s Answer Guide
	 	$	11.77	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22761	 	1570353573	 	Language! Student Mastry Book G Teacher’s Answer Guide
	 	$	11.77	 	 	2001	 	 	 	 	 	 	 	 






Page 22 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	CA	 	2002	 	2007	 	Sopris	 	22779	 	1570353581	 	Language! Student Mastry Book H Teacher’s Answer Guide
	 	$	11.77	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22787	 	157035359X	 	Language! Student Mastry Book I Teacher’s Answer Guide
	 	$	11.77	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22656	 	157035474X	 	Language! Summative Tests Book F
	 	$	17.66	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22912	 	1570354634	 	Language! Summative Tests D-F Teacher’s Edition
	 	$	14.71	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22921	 	1570354642	 	Language!
Summative Tests G-I Teacher’s Edition
	 	$	14.71	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22605	 	1570354693	 	Language! Summative Tests Level 1 Book A Individual Student Test Booklet
	 	$	17.66	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22613	 	1570354707	 	Language! Summative Tests Level 1 Book B Individual Student Test Booklet
	 	$	17.66	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22621	 	1570354715	 	Language! Summative Tests Level 1 Book C Individual Student Test Booklet 
	 	$	17.66	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22630	 	1570354723	 	Language! Summative Tests Level 2 Book D Individual Student Test Booklet
	 	$	17.66	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22648	 	1570354731	 	Language! Summative Tests Level 2 Book E Individual Student Test Booklet
	 	$	17.66	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22664	 	1570354758	 	Language! Summative Tests Level 3 Book G Individual Student Test Booklet
	 	$	17.66	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22672	 	1570354766	 	Language! Summative Tests Level 3 Book H Individual Student Test Booklet
	 	$	17.66	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22681	 	1570354774	 	Language! Summative Tests Level 3 Book I Individual Student Test Booklet
	 	$	17.66	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22904	 	1570354626	 	Language! Summative Tests Level A-C Teacher’s Edition
	 	$	14.71	 	 	2001	 	 	 	 	 	 	 	 
	CA	 	2002	 	2007	 	Sopris	 	22808	 	1570353182	 	Language! Syllabus
	 	$	16.05	 	 	2000	 	 	 	 	 	 	 	 
	CA	 	2005	 	2008	 	Sopris	 	133495	 	1593185677	 	Training Kit/Teacher Resouce Kit
	 	$	1,089.00	 	 	2004	 	$	87.12	 	 	$	1,176.12	 
	CA	 	2005	 	2008	 	Sopris	 	70447	 	1593184379	 	Teacher Set Book A
	 	$	270.00	 	 	2004	 	$	21.60	 	 	$	291.60	 
	CA	 	2005	 	2008	 	Sopris	 	70771	 	1593184263	 	Student Set Book A
	 	$	47.49	 	 	2004	 	$	3.80	 	 	$	51.29	 
	CA	 	2005	 	2008	 	Sopris	 	70287	 	1593182627	 	Student Text Book A
	 	$	29.95	 	 	2004	 	$	2.40	 	 	$	32.35	 
	CA	 	2005	 	2008	 	Sopris	 	70295	 	1593182643	 	Interactive Text Book A
	 	$	12.49	 	 	2004	 	$	1.00	 	 	$	13.49	 
	CA	 	2005	 	2008	 	Sopris	 	71044	 	1593183127	 	eReader CD ROM Book A
	 	$	69.00	 	 	2004	 	$	5.52	 	 	$	74.52	 






Page 23 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	CA	 	2005	 	2008	 	Sopris	 	70316	 	1593183097	 	Instructional Planning Tool CD ROM Book A
	 	$	50.95	 	 	2004	 	$	4.08	 	 	$	55.03	 
	CA	 	2005	 	2008	 	Sopris	 	70324	 	1593182945	 	Assessment: Content Mastery Book A
	 	$	3.95	 	 	2004	 	$	0.32	 	 	$	4.27	 
	CA	 	2005	 	2008	 	Sopris	 	70332	 	1570355401	 	Assessment: Summative Tests and Progress Indicators Book A
	 	$	1.95	 	 	2004	 	$	0.16	 	 	$	2.11	 
	CA	 	2005	 	2008	 	Sopris	 	70455	 	1593184387	 	Teacher Set Book B
	 	$	270.00	 	 	2004	 	$	21.60	 	 	$	291.60	 
	CA	 	2005	 	2008	 	Sopris	 	70789	 	1593184328	 	Student Set Book B
	 	$	47.49	 	 	2004	 	$	3.80	 	 	$	51.29	 
	CA	 	2005	 	2008	 	Sopris	 	70851	 	1593183208	 	Student Text Book B
	 	$	29.95	 	 	2004 	 	$	2.40	 	 	$	32.35	 
	CA	 	2005	 	2008	 	Sopris	 	70877	 	1593183224	 	Interactive Text Book B
	 	$	12.49	 	 	2004	 	$	1.00	 	 	$	13.49	 
	CA	 	2005	 	2008	 	Sopris	 	71052	 	1593184891	 	eReader CD ROM Book B
	 	$	69.00	 	 	2004	 	$	5.52	 	 	$	74.52	 
	CA	 	2005	 	2008	 	Sopris	 	104791	 	1593183100	 	Instructional Planning Tool CD ROM Book B
	 	$	50.95	 	 	2004	 	$	4.08	 	 	$	55.03	 
	CA	 	2005	 	2008	 	Sopris	 	70893	 	1593182953	 	Assessment: Content Mastery Book B
	 	$	3.95	 	 	2004	 	$	0.32	 	 	$	4.27	 
	CA	 	2005	 	2008	 	Sopris	 	70914	 	157035541X	 	Assessment: Summative Tests and Progress Indicators Book B
	 	$	1.95	 	 	2004	 	$	0.16	 	 	$	2.11	 
	CA	 	2005	 	2008	 	Sopris	 	70463	 	1593184395	 	Teacher Set Book C
	 	$	270.00	 	 	2004	 	$	21.60	 	 	$	291.60	 
	CA	 	2005	 	2008	 	Sopris	 	70797	 	1593184336	 	Student Set Book C
	 	$	47.49	 	 	2004	 	$	3.80	 	 	$	51.29	 
	CA	 	2005	 	2008	 	Sopris	 	70869	 	1593183216	 	Student Text Book C
	 	$	29.95	 	 	2004	 	$	2.40	 	 	$	32.35	 
	CA	 	2005	 	2008	 	Sopris	 	70885	 	1593183232	 	Interactive Text Book C
	 	$	12.49	 	 	2004	 	$	1.00	 	 	$	13.49	 
	CA	 	2005	 	2008	 	Sopris	 	104758	 	1593184905	 	eReader CD ROM Book C
	 	$	69.00	 	 	2004	 	$	5.52	 	 	$	74.52	 
	CA	 	2005	 	2008	 	Sopris	 	104803	 	1593183119	 	Instructional Planning Tool CD ROM Book C
	 	$	50.95	 	 	2004	 	$	4.08	 	 	$	55.03	 
	CA	 	2005	 	2008	 	Sopris	 	70906	 	1593182961	 	Assessment: Content Mastery Book C
	 	$	3.95	 	 	2004	 	$	0.32	 	 	$	4.27	 
	CA	 	2005	 	2008	 	Sopris	 	70922	 	1570355428	 	Assessment: Summative Tests and Progress Indicators Book C
	 	$	1.95	 	 	2004	 	$	0.16	 	 	$	2.11	 
	CA	 	2005	 	2008	 	Sopris	 	103350	 	1593184409	 	Teacher Set Book D
	 	$	270.00	 	 	2004	 	$	21.60	 	 	$	291.60	 
	CA	 	2005	 	2008	 	Sopris	 	103368	 	1593184344	 	Student Set Book D
	 	$	47.49	 	 	2004	 	$	3.80	 	 	$	51.29	 
	CA	 	2005	 	2008	 	Sopris	 	104820	 	1593183712	 	Student Text Book D
	 	$	29.95	 	 	2004	 	$	2.40	 	 	$	32.35	 
	CA	 	2005	 	2008	 	Sopris	 	104838	 	1593183720	 	Interactive Text Book D
	 	$	12.49	 	 	2004	 	$	1.00	 	 	$	13.49	 
	CA	 	2005	 	2008	 	Sopris	 	104766	 	1593184913	 	eReader CD ROM Book D
	 	$	69.00	 	 	2004	 	$	5.52	 	 	$	74.52	 
	CA	 	2005	 	2008	 	Sopris	 	104811	 	1593185553	 	Instructional Planning Tool CD ROM Book D
	 	$	50.95	 	 	2004	 	$	4.08	 	 	$	55.03	 
	CA	 	2005	 	2008	 	Sopris	 	104846	 	159318297X	 	Assessment: Content Mastery Book D
	 	$	3.95	 	 	2004	 	$	0.32	 	 	$	4.27	 
	CA	 	2005	 	2008	 	Sopris	 	104854	 	159318381X	 	Assessment: Summative Tests and Progress Indicators Book D
	 	$	1.95	 	 	2004	 	$	0.16	 	 	$	2.11	 
	CA	 	2005	 	2008	 	Sopris	 	71116	 	1593183151	 	Speaking and Listening to the English Language Book and Card Set
	 	$	249.49	 	 	2001	 	$	19.96	 	 	$	269.45	 
	CA	 	2005	 	2008	 	Sopris	 	70391	 	1570355479	 	Student Placement Booklet
	 	$	3.95	 	 	2004	 	$	0.32	 	 	$	4.27	 







Page 24 of 124












 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	CA	 	2005	 	2008	 	Sopris	 	70383	 	1570355462	 	Teacher Placement Guide Book
	 	$	14.49	 	 	2004	 	$	1.16	 	 	$	15.65	 
	CA	 	2005	 	2008	 	Sopris	 	70439	 	1593183070	 	Sortegories CD ROM Books A-C
	 	$	58.49	 	 	2004	 	$	4.68	 	 	$	63.17	 
	CA	 	2005	 	2008	 	Sopris	 	116097	 	1593185596	 	Sortegories CD ROM Book D
	 	$	20.00	 	 	2004	 	$	1.60	 	 	$	21.60	 
	CA	 	2005	 	2008	 	Sopris	 	71028	 	1570355487	 	Letter Cards Books A-C
	 	$	32.50	 	 	2004	 	$	2.60	 	 	$	35.10	 
	CA	 	2005	 	2008	 	Sopris	 	116100	 	159318560X	 	Letter Cards Book D
	 	$	11.00	 	 	2004	 	$	0.88	 	 	$	11.88	 
	CA	 	2005	 	2008	 	Sopris	 	70308	 	1593183089	 	Words for Teachers CD ROM Books A-C
	 	$	50.95	 	 	2004	 	$	4.08	 	 	$	55.03	 
	CA	 	2005	 	2008	 	Sopris	 	116118	 	1593185618	 	Words for Teachers CD ROM Book D
	 	$	17.00	 	 	2004	 	$	1.36	 	 	$	18.36	 
	CA	 	2005	 	2008	 	Sopris	 	71036	 	1570355495	 	Morpheme for Meaning Cards Books A-C
	 	$	32.50	 	 	2004	 	$	2.60	 	 	$	35.10	 
	CA	 	2005	 	2008	 	Sopris	 	116126	 	1593185626	 	Morpheme for Meaning Cards Book D
	 	$	11.00	 	 	2004	 	$	0.88	 	 	$	11.88	 
	CA	 	2005	 	2008	 	Sopris	 	70341	 	1593183925	 	Transparencies and Templates Books A-C
	 	$	26.50	 	 	2004	 	$	2.12	 	 	$	28.62	 
	CA	 	2005	 	2008	 	Sopris	 	116134	 	1593185634	 	Transparencies and Templates Book D
	 	$	5.50	 	 	2004	 	$	0.44	 	 	$	5.94	 
	CA	 	2005	 	2008	 	Sopris	 	70412	 	422590704128	 	Online Assessment System (One-year Subscription per User)
	 	$	69.00	 	 	2004	 	$	5.52	 	 	$	74.52	 
	CA	 	2005	 	2008	 	Sopris	 	20520	 	1570353654	 	Degrees of Reading Power (DRP) BookLink Version 8.08
	 	$	99.00	 	 	2004	 	$	7.92	 	 	$	106.92	 
	GA	 	2005	 	2011	 	Metro	 	73437	 	1588306267	 	Metro Nonfiction Bookbag A Place Called Heartbreak Student Kit
	 	$	149.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	73411	 	158830230X	 	Metro Nonfiction Bookbag A Place Called Heartbreak Teacher’s Guide
	 	$	9.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	74333	 	1588306151	 	Metro Nonfiction Bookbag All for the Better Student Kit
	 	$	149.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	74421	 	1588302253	 	Metro Nonfiction Bookbag All for the Better Teacher’s Guide
	 	$	9.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	76814	 	158830616X	 	Metro Nonfiction Bookbag Building a Dream Student Kit
	 	$	149.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	76777	 	1588302261	 	Metro Nonfiction Bookbag Building a Dream Teacher’s Guide
	 	$	9.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	78959	 	1588306216	 	Metro Nonfiction Bookbag Days of Courage Student Kit
	 	$	149.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	78895	 	158830227X	 	Metro Nonfiction Bookbag Days of Courage Teacher’s Guide
	 	$	9.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	85526	 	1588306224	 	Metro Nonfiction Bookbag La Causa Student Kit
	 	$	149.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	91408	 	1588306259	 	Metro Nonfiction Bookbag Osceola Student Kit
	 	$	149.95	 	 	2001	 	 	 	 	 	 	 	 






Page 25 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	GA	 	2005	 	2011	 	Metro	 	91336	 	1588302296	 	Metro Nonfiction Bookbag Osceola Teacher’s Guide
	 	$	9.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	97893	 	1588306178	 	Metro Nonfiction Bookbag Tales from the Underground Railroad Student Kit
	 	$	149.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	97842	 	1588302318	 	Metro Nonfiction Bookbag Tales from the Underground Railroad Teacher’s Guide
	 	$	9.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	99320	 	1588306186	 	Metro Nonfiction Bookbag The Tenement Writer Student Kit
	 	$	149.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	99258	 	1588302326	 	Metro Nonfiction Bookbag The Tenement Writer Teacher’s Guide
	 	$	9.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	99493	 	1588306208	 	Metro Nonfiction Bookbag These Lands Are Ours Student Kit
	 	$	149.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	99485	 	1588302334	 	Metro Nonfiction Bookbag These Lands Are Ours Teacher’s Guide
	 	$	9.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	99629	 	1588306232	 	Metro Nonfiction Bookbag They Shall Be Heard Student Kit
	 	$	149.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	99565	 	1588302342	 	Metro Nonfiction Bookbag They Shall Be Heard Teacher’s Guide
	 	$	9.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	101371	 	1588306194	 	Metro Nonfiction Bookbag Walking for Freedom Student Kit
	 	$	149.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	101320	 	1588302350	 	Metro Nonfiction Bookbag Walking for Freedom Teacher’s Guide
	 	$	9.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	101805	 	1588306240	 	Metro Nonfiction Bookbag When Justice Failed Student Kit
	 	$	149.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	101792	 	1588302369	 	Metro Nonfiction Bookbag When Justice Failed Teacher’s Guide
	 	$	9.95	 	 	2001	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	95302	 	1588309231	 	Metro Social Studies — Living and Working Together Grade 1 Complete Program
	 	$	369.95	 	 	2000	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	95206	 	158830924X	 	Metro Social Studies — Living and Working Together Grade 2 Complete Program
	 	$	369.95	 	 	2000	 	 	 	 	 	 	 	 
	GA	 	2005	 	2011	 	Metro	 	95281	 	1588303071	 	Metro Social Studies — Living and Working Together Kindergarten Audiocasette Collection of Big Books
	 	$	39.95	 	 	2000	 	 	 	 	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	GA	 	2005	 	2011	 	Metro	 	95290	 	1588309223	 	Metro Social Studies — Living and Working Together Kindergarten Complete Program
	 	$	312.95	 	 	2000	 	 	 	 
	GA	 	2005	 	2011	 	Sopris	 	25890	 	1570350736	 	Basic Skill Builders: Map Skills
	 	$	10.00	 	 	1995	 	 	 	 
	GA	 	2005	 	2011	 	Sopris	 	25865	 	1570350485	 	Basic Skill Builders: Program Handbook
	 	$	15.00	 	 	1995	 	 	 	 
	GA	 	2005	 	2011	 	Sopris	 	20298	 	1570354499	 	Stop & Think Social Skills 2-3 Class Set
	 	$	125.00	 	 	2001	 	 	 	 
	GA	 	2005	 	2011	 	Sopris	 	20301	 	1570354464	 	Stop & Think Social Skills 4-5 Class Set
	 	$	125.00	 	 	2001	 	 	 	 
	GA	 	2005	 	2011	 	Sopris	 	20335	 	41029030608	 	Stop & Think Social Skills 6-8 Class Set
	 	$	125.00	 	 	2001	 	 	 	 
	GA	 	2005	 	2011	 	Sopris	 	20343	 	41029031618	 	Stop & Think Social Skills PreK-1 Class Set
	 	$	125.00	 	 	2001	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	28724	 	1570353204	 	Read Well Alphabet and Picture Wall Cards Plain Text	 	$	32.95	 	 	2000	 	* Adoption Contract C
	ID	 	2000	 	2006	 	Sopris	 	28732	 	1570352674	 	Read Well Alphabet and Picture Wall Cards Slanted Text
	 	$	32.95	 	 	2000	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37381	 	1570352461	 	Read Well Alphabet Rhyme Posters
	 	$	34.95	 	 	1998	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	36994	 	1570351899	 	Read Well Big Book Units 1-3
	 	$	21.95	 	 	1998	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37006	 	1570353212	 	Read Well Big Book Units 4-6
	 	$	21.95	 	 	1998	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37153	 	1570351651	 	Read Well Comprehension and Skill Blackline Masters Plain Text
	 	$	49.95	 	 	1998	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37161	 	1570352496	 	Read Well Comprehension and Skill Blackline Masters Slanted Text
	 	$	49.95	 	 	1998	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37532	 	1570352127	 	Read Well Comprehension and Skill Workbook 1 Plain Text
	 	$	4.75	 	 	1998	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37559	 	1570352135	 	Read Well Comprehension and Skill Workbook 2 Plain Text
	 	$	4.75	 	 	1998	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37575	 	1570352143	 	Read Well Comprehension and Skill Workbook 3 Plain Text
	 	$	4.75	 	 	1998	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37541	 	1570352208	 	Read Well Comprehension and Skill Workbook Units 1-10 Slanted Text
	 	$	4.75	 	 	1998	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37567	 	1570352216	 	Read Well Comprehension and Skill Workbook Units 11-25 Slanted Text
	 	$	4.75	 	 	1998	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37583	 	1570352224	 	Read Well Comprehension and Skill Workbook Units 26-38 Slanted Text
	 	$	4.75	 	 	1998	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37305	 	1570351864	 	Read Well Enlarged Format Decoding Folders Plain Text
	 	$	14.95	 	 	1998	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	ID	 	2000	 	2006	 	Sopris	 	37313	 	1570352240	 	Read Well Enlarged Format Decoding Folders Slanted Text
	 	$	14.95	 	 	1998	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37276	 	1570352607	 	Read Well Homework and Extra Practice Blackline Masters
	 	$	45.95	 	 	1998	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37321	 	1570356009	 	Read Well Notebook 1 Plain Text
	 	$	75.30	 	 	1998	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37348	 	1570356017	 	Read Well Notebook 2 Plain Text
	 	$	75.30	 	 	1998	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37356	 	1570358168	 	Read Well Notebook 2 Slanted Text
	 	$	75.30	 	 	1998	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37364	 	1570356025	 	Read Well Notebook 3 Plain Text
	 	$	75.30	 	 	1998	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37372	 	1570358176	 	Read Well Notebook 3 Slanted Text
	 	$	75.30	 	 	1998	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37129	 	1570352887	 	Read Well Pocket Chart
	 	$	31.75	 	 	1998	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37196	 	1570353360	 	Read Well Sound and Tricky Word Flash Cards
	 	$	15.00	 	 	1998	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37217	 	409390604162	 	Read Well Student Decoding Folders Plain Text
	 	$	37.95	 	 	1998	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37225	 	409390604193	 	Read Well Student Decoding Folders Slanted Text
	 	$	37.95	 	 	1998	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37401	 	1570351589	 	Read Well Student Storybook Set
	 	$	55.90	 	 	1998	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	37330	 	157035815X	 	Read Well Teacher’s Edition Notebook 1 Slanted Text
	 	$	75.30	 	 	1998	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	25540	 	1570358230	 	Spellography Introductory Classroom Set
	 	$	185.00	 	 	2003	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	25558	 	1593180969	 	Spellography Modified Classroom Set
	 	$	299.00	 	 	2003	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	25603	 	1570358265	 	Spellography Student Workbook A Set of 5
	 	$	35.00	 	 	2003	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	25611	 	1570358273	 	Spellography Student Workbook B Set of 5
	 	$	35.00	 	 	2003	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	25620	 	1570358281	 	Spellography Student Workbook C Set of 5
	 	$	35.00	 	 	2003	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	25662	 	1570356076	 	Spellography Teacher Answer Guide A
	 	$	20.00	 	 	2003	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	25671	 	1570356084	 	Spellography Teacher Answer Guide B
	 	$	20.00	 	 	2003	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	25689	 	1570356092	 	Spellography Teacher Answer Guide C
	 	$	20.00	 	 	2003	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	25591	 	1570354839	 	Spellography Teacher’s Resource Guide
	 	$	25.00	 	 	2001	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	23333	 	1570352666	 	Step Up To Writing 101 Reproducibles for Beginning Writers, Spanish
	 	$	19.00	 	 	2000	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	23317	 	41269192005	 	Step Up To Writing Elementary School Set
	 	$	187.00	 	 	2003	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	23131	 	1570352577	 	Step Up To Writing Handy Pages Level 1 Pack of 10
	 	$	25.00	 	 	1999	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	23149	 	1570352178	 	Step Up To Writing Handy Pages Level 2 Pack of 10
	 	$	25.00	 	 	1999	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	29858	 	1570359245	 	Step Up To Writing Primary Steps Poster Set
	 	$	38.00	 	 	2003	 	 	 	 	 	 	 	 







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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	ID	 	2000	 	2006	 	Sopris	 	23296	 	157035524X	 	Step Up To Writing Second Edition Classroom
	 	$	24.50	 	 	2003	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Reproducibles
	 	 	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	23190	 	1570355142	 	Step Up To Writing Second Edition Overhead
	 	$	36.00	 	 	2003	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Masters for Transparencies and Student Handouts
	 	 	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	23270	 	41269161502	 	Step Up To Writing Second Edition Poster Set
	 	$	36.00	 	 	2003	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	29719	 	1570359253	 	Step Up To Writing Second Edition Primary Set
	 	$	140.00	 	 	2004	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	29701	 	1570358109	 	Step Up To Writing Second Edition Primary Steps
	 	$	33.00	 	 	2003	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Reproducibles
	 	 	 	 	 	 	 	 	 	 
	ID	 	2000	 	2006	 	Sopris	 	23325	 	41269190519	 	Step Up To Writing Second Edition Secondary Set
	 	$	197.00	 	 	2003	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22816	 	1570356033	 	Language! 4th Edition Syllabus and Advance
	 	$	19.25	 	 	2003	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Organizer
	 	 	 	 	 	 	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	23034	 	1570352097	 	Language! Categories
	 	$	49.50	 	 	1999	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22331	 	1570352917	 	Language! Classroom Set for 20 Students, Level 2
	 	$	1,639.00	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22357	 	1570352925	 	Language! Classroom Set for 20 Students, Level 3
	 	$	1,639.00	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	20520	 	1570353654	 	Language! DRP Booklink: Literature and Popular
	 	$	99.00	 	 	2000	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Titles (CD-ROM)
	 	 	 	 	 	 	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	23798	 	1570353832	 	Language! Games and Activities for Readers and
	 	$	137.50	 	 	2000	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Spellers
	 	 	 	 	 	 	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22509	 	1570352526	 	Language! Instructional Resource Guide for
	 	$	71.50	 	 	2000	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Teachers
	 	 	 	 	 	 	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	30162	 	1570351619	 	Language! J & J Readers Coloring Book Pack of 10
	 	$	21.45	 	 	1998	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	32678	 	1570353239	 	Language! J & J Readers Instructor’s Answer Guide
	 	$	11.00	 	 	2000	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	30200	 	1570351821	 	Language! J & J Readers Kids Poster
	 	$	8.75	 	 	1992	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	32555	 	1570352755	 	Language! J & J Readers Level 1; Units 1-18
	 	$	60.50	 	 	2000	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	(consumable)
	 	 	 	 	 	 	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	32598	 	1570352763	 	Language! J & J Readers Level 2; Units 19-36
	 	$	60.50	 	 	2000	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	(consumable)
	 	 	 	 	 	 	 	 	 	 







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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	ID	 	2004	 	2009	 	Sopris	 	32635	 	1570352771	 	Language! J & J Readers Level 3; Units 37-54
	 	$	60.50	 	 	2000	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	(consumable)
	 	 	 	 	 	 	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	30293	 	1570351805	 	Language! J & J Readers Vocabulary Cards Level 1
	 	$	31.90	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	30306	 	1570351813	 	Language! J & J Readers Vocabulary Cards Level 2
	 	$	31.90	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	34340	 	1570352070	 	Language! Morphemes for Learning
	 	$	43.45	 	 	1999	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	24256	 	413992009126	 	Language! Plastic Tiles
	 	$	7.15	 	 	2002	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	34227	 	1570351791	 	Language! Pocket Chart
	 	$	38.50	 	 	1999	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	20685	 	1570351406	 	Language! Practice Instructor’s Manual
	 	$	38.50	 	 	1998	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	20722	 	1570353670	 	Language! Practice Instructor’s Manual and
	 	$	121.00	 	 	2000	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Workbook Blackline Masters
	 	 	 	 	 	 	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	20618	 	1570351414	 	Language! Practice Student Workbook A
	 	$	7.15	 	 	1998	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	20626	 	1570351422	 	Language! Practice Student Workbook B
	 	$	7.15	 	 	1998	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	20634	 	1570351430	 	Language! Practice Student Workbook C
	 	$	7.15	 	 	1998	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	20642	 	1570351449	 	Language! Practice Student Workbook D
	 	$	7.15	 	 	1998	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	20651	 	1570351457	 	Language! Practice Student Workbook E
	 	$	7.15	 	 	1998	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	20669	 	1570351465	 	Language! Practice Student Workbook F
	 	$	7.15	 	 	1998	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	20693	 	157035250X	 	Language! Practice Workbook Blackline Masters
	 	$	82.50	 	 	1999	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	20677	 	1570353662	 	Language! Practice Workbooks A-F
	 	$	42.90	 	 	1998	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	25486	 	1570354618	 	Language! Roots
	 	$	82.50	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22314	 	1570322909	 	Language! Second Edition Classroom Set for 20
	 	$	1,639.00	 	 	2001	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Students, Level 1
	 	 	 	 	 	 	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22841	 	157035281X	 	Language! Second Edition Elementary School
	 	$	434.50	 	 	2001	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Training Kit
	 	 	 	 	 	 	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22517	 	1570352283	 	Language! Second Edition Instructor’s Manual
	 	$	60.50	 	 	2000	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Level 1
	 	 	 	 	 	 	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22525	 	1570352291	 	Language! Second Edition Instructor’s Manual
	 	$	60.50	 	 	2000	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Level 2
	 	 	 	 	 	 	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22533	 	1570352305	 	Language! Second Edition Instructor’s Manual
	 	$	60.50	 	 	2000	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Level 3
	 	 	 	 	 	 	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22867	 	1570352895	 	Language! Second Edition Middle/High School
	 	$	576.95	 	 	2001	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Training Kit
	 	 	 	 	 	 	 	 	 	 







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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	ID	 	2004	 	2009	 	Sopris	 	22111	 	1570352313	 	Language! Second Edition Student Mastry Book A
	 	$	7.15	 	 	2000	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22120	 	1570352321	 	Language! Second Edition Student Mastry Book B
	 	$	7.15	 	 	2000	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22138	 	157035233X	 	Language! Second Edition Student Mastry Book C
	 	$	7.15	 	 	2000	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22146	 	1570352348	 	Language! Second Edition Student Mastry Book D
	 	$	7.15	 	 	2000	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22154	 	1570352356	 	Language! Second Edition Student Mastry Book E
	 	$	7.15	 	 	2000	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22162	 	1570352364	 	Language! Second Edition Student Mastry Book F
	 	$	7.15	 	 	2000	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22171	 	1570352372	 	Language! Second Edition Student Mastry Book G
	 	$	7.15	 	 	2000	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22189	 	1570352380	 	Language! Second Edition Student Mastry Book H
	 	$	7.15	 	 	2000	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22197	 	1570352399	 	Language! Second Edition Student Mastry Book I
	 	$	7.15	 	 	2000	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22200	 	1570352968	 	Language! Second Edition Student Mastry Book Set
	 	$	64.35	 	 	2000	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22445	 	1570352933	 	Language! Small Group Set for 5 Students Level 1
	 	$	409.75	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22461	 	1570352941	 	Language! Small Group Set for 5 Students Level 2
	 	$	409.75	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22488	 	157035295X	 	Language! Small Group Set for 5 Students, Level 3
	 	$	409.75	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	24125	 	1570352569	 	Language! Sort It!
	 	$	64.90	 	 	2000	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	34198	 	157035183X	 	Language! Sounds and Letters Cards
	 	$	31.90	 	 	1997	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	34420	 	1570351260	 	Language! Sounds and Letters for Readers and Spellers Book
	 	$	26.95	 	 	1997	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	34454	 	1570351775	 	Language! Sounds of Our Language Audiotape
	 	$	8.25	 	 	1998	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	25291	 	1570354790	 	Language! Speaking and Listening to the English Language Book and Card Set
	 	$	192.50	 	 	2001	 	 	 	 







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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	ID	 	2004	 	2009	 	Sopris	 	25267	 	1570354782	 	Language! Speaking and Listening to
the English
Language Card Set
	 	$	165.00	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	25283	 	157035460X	 	Language! Speaking and Listening to
the English
Language Manual
	 	$	49.50	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22701	 	1570353441	 	Language! Student Mastry Book A
Teacher’s Answer
Guide
	 	$	11.00	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22710	 	157035345X	 	Language! Student Mastry Book B
Teacher’s Answer
Guide
	 	$	11.00	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22728	 	1570353468	 	Language! Student Mastry Book C
Teacher’s Answer
Guide
	 	$	11.00	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22736	 	1570353549	 	Language! Student Mastry Book D
Teacher’s Answer
Guide
	 	$	11.00	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22744	 	1570353557	 	Language! Student Mastry Book E
Teacher’s Answer
Guide
	 	$	11.00	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22752	 	1570353565	 	Language! Student Mastry Book F
Teacher’s Answer
Guide
	 	$	11.00	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22761	 	1570353573	 	Language! Student Mastry Book G
Teacher’s Answer
Guide
	 	$	11.00	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22779	 	1570353581	 	Language! Student Mastry Book H
Teacher’s Answer
Guide
	 	$	11.00	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22787	 	157035359X	 	Language! Student Mastry Book I
Teacher’s Answer
Guide
	 	$	11.00	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22605	 	1570354693	 	Language! Summative Tests Level 1 Book
A Individual
Student Test
Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22613	 	1570354707	 	Language! Summative Tests Level 1 Book
B individual
Student Test
Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22621	 	1570354715	 	Language! Summative Tests Level 1 Book
C Individual
Student Test
Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22630	 	1570354723	 	Language! Summative Tests Level 2 Book
D Individual
Student Test
Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22648	 	1570354731	 	Language! Summative Tests Level 2 Book
E Individual
Student Test
Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22664	 	1570354758	 	Language! Summative Tests Level 3 Book
G Individual
Student Test
Booklet
	 	$	16.50	 	 	2001	 	 	 	 







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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	ID	 	2004	 	2009	 	Sopris	 	22672	 	1570354766	 	Language! Summative Tests Level 3 Book H Individual Student Test Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22681	 	1570354774	 	Language! Summative Tests Level 3 Book I Individual Student Test Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22656	 	157035474X	 	Language! Summative Tests Student Edition F Pack of 20
	 	$	16.50	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22904	 	1570354626	 	Language! Summative Tests Teacher’s Edition Level 1
	 	$	13.75	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22912	 	1570354634	 	Language! Summative Tests Teacher’s Edition Level 2
	 	$	13.75	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	22921	 	1570354642	 	Language! Summative Tests Teacher’s Edition Level 3
	 	$	13.75	 	 	2001	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	24037	 	1570358036	 	REWARDS Plus Application to Social Studies Student Book
	 	$	6.95	 	 	2003	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	24045	 	1570358044	 	REWARDS Plus Application to Social Studies Student Book Set of 10
	 	$	56.00	 	 	2003	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	24053	 	1570358024	 	REWARDS Plus Application to Social Studies Teacher’s Guide
	 	$	52.00	 	 	2003	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	24061	 	1570352720	 	REWARDS Student Book
	 	$	6.95	 	 	2000	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	24029	 	413691905200	 	REWARDS Student Book Set of 10
	 	$	56.00	 	 	2000	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	23974	 	1570352712	 	REWARDS Teacher’s Guide
	 	$	52.00	 	 	2000	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	27641	 	1570359121	 	You Can Be Algebra Ready Classroom Set Part 1
	 	$	185.00	 	 	2003	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	27668	 	1570359148	 	You Can Be Algebra Ready Classroom Set Part 1 and 2
	 	$	350.00	 	 	2003	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	27650	 	157035913X	 	You Can Be Algebra Ready Classroom Set Part 2
	 	$	185.00	 	 	2003	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	27588	 	1570359261	 	You Can Be Algebra Ready Student Books Part 1 Set of 10
	 	$	140.00	 	 	2003	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	27596	 	157035927X	 	You Can Be Algebra Ready Student Books Part 1 Set of 5
	 	$	75.00	 	 	2003	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	27609	 	1570359288	 	You Can Be Algebra Ready Student Books Part 2 Set of 10
	 	$	140.00	 	 	2003	 	 	 	 







Page 33 of 124









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	ID	 	2004	 	2009	 	Sopris	 	27617	 	1570359296	 	You Can Be Algebra Ready Student Books Part 2 Set of 5
	 	$	75.00	 	 	2003	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	27705	 	1570359091	 	You Can Be Algebra Ready Teacher’s Guide Part 1
	 	$	68.00	 	 	2003	 	 	 	 
	ID	 	2004	 	2009	 	Sopris	 	27713	 	1570359105	 	You Can Be Algebra Ready Teacher’s Guide Part 2
	 	$	69.00	 	 	2003	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70421	 	1593184433	 	LANGUAGE! Edition Training Kit/Teacher Resource Kit
	 	$	975.00	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70447	 	1593184379	 	LANGUAGE! Edition Teacher Set Book A
	 	$	270.00	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70771	 	1593184263	 	LANGUAGE! 3rd Edition Student Set Book A
	 	$	47.49	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70261	 	1593182635	 	LANGUAGE! 3rd Edition Teacher Edition Volume 1 Book A
	 	$	61.49	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70279	 	1593183135	 	LANGUAGE! 3rd Edition Teacher Edition Volume 2 Book A
	 	$	61.49	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70287	 	1593182627	 	LANGUAGE! 3rd Edition Student Text Book A
	 	$	29.95	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70295	 	1593182643	 	LANGUAGE! 3rd Edition Interactive Text Book A
	 	$	12.49	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	71044	 	1593183127	 	LANGUAGE! 3rd Edition eReader CD ROM Book A
	 	$	69.00	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70316	 	1593183097	 	LANGUAGE! 3rd
Edition Instructional Planning Tool CD ROM Book A
	 	$	50.95	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70324	 	1593182945	 	LANGUAGE! 3rd Edition Assessment: Content Mastery Book A
	 	$	3.95	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70332	 	1570355401	 	LANGUAGE! 3rd Edition Assessment: Summative Tests and Progress Indicators Book A
	 	$	1.95	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70404	 	1570355436	 	LANGUAGE! 3rd Edition Assessment: Teacher Edition Book A
	 	$	3.95	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70455	 	1593184387	 	LANGUAGE! 3rd Edition Teacher Set Book B
	 	$	270.00	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70789	 	1593184328	 	LANGUAGE! 3rd Edition Student Set Book B
	 	$	47.49	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	109049	 	159318316X	 	LANGUAGE! 3rd Edition Teacher Edition Volume 1 Book B
	 	$	61.49	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	109057	 	1593183178	 	LANGUAGE! 3rd Edition Teacher Edition Volume 2 Book B
	 	$	61.49	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70851	 	1593183208	 	LANGUAGE! 3rd Edition Student Text Book B
	 	$	29.95	 	 	2004	 	 	 	 







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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	ID	 	2005	 	2010	 	Sopris	 	70877	 	1593183224	 	LANGUAGE! 3rd Edition Interactive Text Book B
	 	$	12.49	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	71052	 	1593184891	 	LANGUAGE! 3rd Edition eReader CD ROM Book B
	 	$	69.00	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	104791	 	1593183100	 	LANGUAGE! 3rd Edition Instructional Planning Tool CD ROM Book B
	 	$	50.95	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70893	 	1593182953	 	LANGUAGE! 3rd Edition Assessment: Content Mastery Book B
	 	$	3.95	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70914	 	157035541X	 	LANGUAGE! 3rd Edition Assessment: Summative Tests and Progress Indicators Book B
	 	$	1.95	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	104862	 	1570355444	 	LANGUAGE! 3rd Edition Assessment: Teacher Edition Book B
	 	$	3.95	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70463	 	1593184395	 	LANGUAGE! 3rd Edition Teacher Set Book C
	 	$	270.00	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70797	 	1593184336	 	LANGUAGE! 3rd Edition Student Set Book C
	 	$	47.49	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	115449	 	1593183186	 	LANGUAGE! 3rd Edition Teacher Edition Volume 1 Book C
	 	$	61.49	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	115457	 	1593183194	 	LANGUAGE! 3rd Edition Teacher Edition Volume 2 Book C
	 	$	61.49	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70869	 	1593182316	 	LANGUAGE! 3rd Edition Student Text Book C
	 	$	29.95	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70885	 	1593183232	 	LANGUAGE! 3rd Edition Interactive Text Book C
	 	$	12.49	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	104758	 	1593184905	 	LANGUAGE! 3rd Edition eReader CD ROM Book C
	 	$	69.00	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	104803	 	1593183119	 	LANGUAGE! 3rd Edition Instructional Planning Tool CD ROM Book C
	 	$	50.95	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70906	 	1593182961	 	LANGUAGE! 3rd Edition Assessment: Content Mastery Book C
	 	$	3.95	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	70922	 	1570355428	 	LANGUAGE! 3rd Edition Assessment: Summative Tests and Progress Indicators Book C
	 	$	1.95	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	104871	 	1570355452	 	LANGUAGE! 3rd Edition Assessment: Teacher Edition Book C
	 	$	3.95	 	 	2004	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	50278	 	1570359385	 	Algebra 1 Rescue! Classroom Set for 10
	 	$	424.00	 	 	2003	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	50294	 	1570359377	 	Algebra 1 Rescue! Classroom Set for 25
	 	$	689.00	 	 	2003	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	50219	 	1570359326	 	Algebra 1 Rescue! Teacher’s Guide
	 	$	94.49	 	 	2003	 	 	 	 







Page 35 of 124









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	ID	 	2005	 	2010	 	Sopris	 	50227	 	1570359334	 	Algebra 1 Rescue! Teacher’s Resource Manual
	 	$	73.49	 	 	2003	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	50235	 	1570359342	 	Algebra 1 Rescue! Teacher’s Solutions Book with Fluency CD-ROM and Activity CD-ROM
	 	$	104.95	 	 	2003	 	 	 	 
	ID	 	2005	 	2010	 	Sopris	 	50260	 	1570359393	 	Algebra 1 Rescue! Student Books (set of 5)
	 	$	84.95	 	 	2003	 	 	 	 
	IN	 	2001	 	2007	 	Metro	 	78107	 	1581201222	 	Metro Early Reading Program Kindergarten Complete Kit for 10 Students
	 	$	995.95	 	 	1999	 	 	 	 
	IN	 	2001	 	2007	 	Metro	 	78271	 	1581206909	 	Metro Early Reading Program Kindergarten Complete Kit for 20 Students
	 	$	1,325.00	 	 	1999	 	 	 	 
	IN	 	2001	 	2007	 	Metro	 	78115	 	1581206917	 	Metro Early Reading Program Level A Complete Program Kit for 20 Students
	 	$	850.00	 	 	1999	 	 	 	 
	IN	 	2001	 	2007	 	Metro	 	85913	 	1581202814	 	Metro Early Reading Program Level A Complete Program Kit for 6 Students
	 	$	595.95	 	 	1999	 	 	 	 
	IN	 	2001	 	2007	 	Metro	 	78131	 	1581206925	 	Metro Early Reading Program Level B Complete Program Kit for 20 Students
	 	$	850.00	 	 	1999	 	 	 	 
	IN	 	2001	 	2007	 	Metro	 	86588	 	1581202822	 	Metro Early Reading Program Level B Complete Program Kit for 6 Students
	 	$	595.95	 	 	1999	 	 	 	 
	IN	 	2001	 	2007	 	Metro	 	78174	 	1581206933	 	Metro Early Reading Program Level C Complete Program Kit for 20 Students
	 	$	850.00	 	 	1999	 	 	 	 
	IN	 	2001	 	2007	 	Metro	 	86959	 	1581202830	 	Metro Early Reading Program Level C Complete Program Kit for 6 Students
	 	$	595.95	 	 	1999	 	 	 	 
	IN	 	2001	 	2007	 	Metro	 	87311	 	1581202849	 	Metro Early Reading Program Level D Complete Program Kit for 6 Students
	 	$	649.95	 	 	1999	 	 	 	 
	IN	 	2001	 	2007	 	Metro	 	78211	 	158120695X	 	Metro Early Reading Program Level D Comprehensive Kit for 20 Students
	 	$	879.95	 	 	1999	 	 	 	 
	IN	 	2001	 	2007	 	Metro	 	78246	 	1581206968	 	Metro Early Reading Program Level E Complete Kit for 20 Students
	 	$	879.95	 	 	1999	 	 	 	 
	IN	 	2001	 	2007	 	Metro	 	87661	 	1581202857	 	Metro Early Reading Program Level E Complete Program Kit for 6 Students
	 	$	649.95	 	 	1999	 	 	 	 
	IN	 	2001	 	2007	 	Metro	 	78254	 	1581202369	 	Metro Early Reading Program Level F Complete Kit for 20 Students
	 	$	879.95	 	 	1999	 	 	 	 
	IN	 	2001	 	2007	 	Metro	 	88014	 	1581202865	 	Metro Early Reading Program Level F Program Kit for 6 Students
	 	$	649.95	 	 	1999	 	 	 	 
	IN	 	2001	 	2007	 	Metro	 	78123	 	1581206941	 	Metro Early Reading Program Levels A-C Complete Grade 1 Program for 20 Students
	 	$	2,495.00	 	 	1999	 	 	 	 








Page 36 of 124











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	IN	 	2001	 	2007	 	Metro	 	95169	 	1581202806	 	Metro Early Reading Program Levels A-C Complete Grade 1 Program for 6 Students
	 	$	1,699.95	 	 	1999	 	 	 	 
	IN	 	2001	 	2007	 	Metro	 	95177	 	1581203268	 	Metro Early Reading Program Levels D-F Basic Program Kit
	 	$	1,949.85	 	 	1999	 	 	 	 
	IN	 	2001	 	2007	 	Metro	 	78238	 	1581206976	 	Metro Early Reading Program Levels D-F Comprehensive Kits for 20 Students
	 	$	2,697.00	 	 	1999	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22816	 	1570356033	 	Language! 4th Edition Syllabus and Advance Organizer
	 	$	19.25	 	 	2003	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	23034	 	1570352097	 	Language! Categories
	 	$	49.50	 	 	1999	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	20520	 	1570353654	 	Language! DRP Booklink: Literature and Popular Titles (CD-ROM)
	 	$	 99.00	 	 	2000	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	23798	 	1570353832	 	Language! Games and Activities for Readers and Spellers
	 	$	137.50	 	 	2000	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22509	 	1570352526	 	Language! Instructional Resource Guide for Teachers
	 	$	71.50	 	 	2000	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	30162	 	1570351619	 	Language! J & J Readers Coloring Book Pack of 10
	 	$	21.45	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	32678	 	1570353239	 	Language! J & J Readers Instructor’s Answer Guide
	 	$	11.00	 	 	2000	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	30200	 	1570351821	 	Language! J & J Readers Kids Poster
	 	$	8.75	 	 	1992	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	32555	 	1570352755	 	Language! J & J Readers Level 1; Units 1-18 (consumable)
	 	$	60.50	 	 	1993	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	32598	 	1570352763	 	Language! J & J Readers Level 2; Units 19-36 (consumable)
	 	$	60.50	 	 	1993	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	32635	 	1570352771	 	Language! J & J Readers Level 3; Units 37-54 (consumable)
	 	$	60.50	 	 	1992	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	30293	 	1570351805	 	Language! J & J Readers Vocabulary Cards Level 1
	 	$	31.90	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	30306	 	1570351813	 	Language! J & J Readers Vocabulary Cards Level 2
	 	$	31.90	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	34340	 	1570352070	 	Language! Morphemes for Meaning
	 	$	43.45	 	 	1999	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	24256	 	413992009126	 	Language! Plastic Tiles
	 	$	7,15	 	 	2002	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	34227	 	1570351791	 	Language! Pocket Chart
	 	$	38.50	 	 	1999	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	20685	 	1570351406	 	Language! Practice Instructor’s Manual
	 	$	38.50	 	 	1998	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	MS	 	2004	 	2009	 	Sopris	 	20722	 	1570353670	 	Language! Practice instructor’s Manual and Blackline Masters
	 	$	121.00	 	 	2000	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	20618	 	1570351414	 	Language! Practice Student Workbook A
	 	$	7.15	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	20626	 	1570351422	 	Language! Practice Student Workbook B
	 	$	7.15	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	20634	 	1570351430	 	Language! Practice Student Workbook C
	 	$	7.15	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	20642	 	1570351449	 	Language! Practice Student Workbook D
	 	$	7.15	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	20651	 	1570351457	 	Language! Practice Student Workbook E
	 	$	7.15	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	20669	 	1570351465	 	Language! Practice Student Workbook F
	 	$	7.15	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	20693	 	157035250X	 	Language! Practice Workbook Blackline Masters
	 	$	82.50	 	 	1999	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	20677	 	1570353662	 	Language! Practice Workbooks A-F
	 	$	42.90	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	25486	 	1570354618	 	Language! Roots
	 	$	82.50	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22517	 	1570352283	 	Language! Second Edition Instructor’s Manual Level 1
	 	$	60.50	 	 	2000	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22525	 	1570352291	 	Language! Second Edition Instructor’s Manual Level 2
	 	$	60.50	 	 	2000	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22533	 	1570352305	 	Language! Second Edition Instructor’s Manual Level 3
	 	$	60.50	 	 	2000	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22111	 	1570352313	 	Language! Second Edition Student Mastry Book A
	 	$	7.15	 	 	2000	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22120	 	1570352321	 	Language! Second Edition Student Mastry Book B
	 	$	7.15	 	 	2000	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22138	 	157035233X	 	Language! Second Edition Student Mastry Book C
	 	$	7.15	 	 	2000	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22146	 	1570352348	 	Language! Second Edition Student Mastry Book D
	 	$	7.15	 	 	2000	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22154	 	1570352356	 	Language! Second Edition Student Mastry Book E
	 	$	7.15	 	 	2000	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22162	 	1570352364	 	Language! Second Edition Student Mastry Book F
	 	$	7.15	 	 	2000	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22171	 	1570352372	 	Language! Second Edition Student Mastry Book G
	 	$	7.15	 	 	2000	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22189	 	1570352380	 	Language! Second Edition Student Mastry Book H
	 	$	7.15	 	 	2000	 	 	 	 






Page 38 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	MS	 	2004	 	2009	 	Sopris	 	22197	 	1570352399	 	Language! Second Edition Student Mastry Book I
	 	$	7.15	 	 	2000	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22200	 	1570352968	 	Language! Second Edition Student Mastry Book Set
	 	$	64.35	 	 	2000	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	24125	 	1570352569	 	Language! Sort it
	 	$	64.90	 	 	2000	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	34198	 	157035183X	 	Language! Sounds and Letters Cards
	 	$	31.90	 	 	1997	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	34420	 	1570351260	 	Language! Sounds and Letters for Readers and Spellers Book
	 	$	26.95	 	 	1997	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	34454	 	1570351775	 	Language! Sounds of Our Language Audiotape
	 	$	8.25	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	25291	 	1570354790	 	Language! Speaking and Listening to the English  Language Book and Card Set
	 	$	192.50	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	25267	 	1570354782	 	Language! Speaking and Listening to the English Language Card Set
	 	$	165.00	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	25283	 	157035460X	 	Language! Speaking and Listening to the English Language Manual
	 	$	49.50	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22701	 	1570353441	 	Language! Student Mastry Book A Teacher’s Answer Guide
	 	$	11.00	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22710	 	157035345X	 	Language! Student Mastry Book B Teacher’s Answer Guide
	 	$	11.00	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22728	 	1570353468	 	Language! Student Mastry Book C Teacher’s Answer Guide
	 	$	11.00	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22736	 	1570353549	 	Language! Student Mastry Book D Teacher’s Answer Guide
	 	$	11:00	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22744	 	1570353557	 	Language! Student Mastry Book E Teacher’s Answer Guide
	 	$	11.00	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22752	 	1570353565	 	Language! Student Mastry Book F Teacher’s Answer Guide
	 	$	11.00	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22761	 	1570353573	 	Language! Student Mastry Book G Teacher’s Answer Guide
	 	$	11.00	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22779	 	1570353581	 	Language! Student Mastry Book H Teacher’s Answer Guide
	 	$	11.00	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22787	 	157035359X	 	Language!
Student Mastry Book I Teacher’s Answer Guide
	 	$	11.00	 	 	2001	 	 	 	 






Page 39 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	MS	 	2004	 	2009	 	Sopris	 	22605	 	1570354693	 	Language! Summative Tests Level 1 Book A Individual Student Test Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22613	 	1570354707	 	Language! Summative Tests Level 1 Book B Individual Student Test Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22621	 	1570354715	 	Language! Summative Tests Level 1 Book C Individual Student Test Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22630	 	1570354723	 	Language! Summative Tests Level 2 Book D Individual Student Test Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22648	 	1570354731	 	Language! Summative Tests Level 2 Book E Individual Student Test Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22656	 	157035474X	 	Language! Summative Tests Level 2 Book F Individual Student Test Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22664	 	1570354758	 	Language! Summative Tests Level 3 Book G Individual Student Test Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22672	 	1570354766	 	Language! Summative Tests Level 3 Book H Individual Student Test Booklet
	 	$	.      16:50	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22681	 	1570354774	 	Language! Summative Tests Level 3 Book I Individual Student Test Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22904	 	1570354626	 	Language! Summative Tests Teacher’s Edition Level 1
	 	$	13.75	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22912	 	1570354634	 	Language! Summative Tests Teacher’s Edition Level 2
	 	$	13.75	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	22921	 	1570354642	 	Language!
Summative Tests Teacher’s Edition Level 3
	 	$	13.75	 	 	2001	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	28724	 	1570353204	 	Read Well Alphabet and Picture Wall Cards Plain Text
	 	$	32.95	 	 	2000	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	28732	 	1570352674	 	Read Well Alphabet and Picture Wall Cards Slanted Text
	 	$	32.95	 	 	2000	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37381	 	1570352461	 	Read Well Alphabet Rhyme Posters
	 	$	34.95	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	36994	 	1570351899	 	Read Well Big Book Units 1-3
	 	$	21.95	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37006	 	1570353212	 	Read Well Big Book Units 4-6
	 	$	21.95	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37153	 	1570351651	 	Read Well Comprehension and Skill Blackline Masters Plain Text
	 	$	49.95	 	 	1998	 	 	 	 






Page 40 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	MS	 	2004	 	2009	 	Sopris	 	37161	 	1570352496	 	Read Well Comprehension and Skill Blackline Masters Slanted Text
	 	$	49.95	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37532	 	1570352127	 	Read Well Comprehension and Skill Workbook 1 Plain Text
	 	$	4.75	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37559	 	1570352135	 	Read Well Comprehension and Skill Workbook 2 Plain Text
	 	$	4.75	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37575	 	1570352143	 	Read Well Comprehension and Skill Workbook 3 Plain Text
	 	$	4.75	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37541	 	1570352208	 	Read Well Comprehension and Skill Workbook Units 1-10 Slanted Text
	 	$	4.75	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37567	 	1570352216	 	Read Well Comprehension and Skill Workbook Units 11-25 Slanted Text
	 	$	4.75	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37583	 	1570352224	 	Read Well Comprehension and Skill Workbook Units 26-38 Slanted Text
	 	$	4.75	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37305	 	1570351864	 	Read Well Enlarged Format Decoding Folders Plain Text
	 	$	14.95	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37313	 	1570352240	 	Read Well Enlarged Format Decoding Folders Slanted Text
	 	$	14.95	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37276	 	1570352607	 	Read Well Homework and Extra Practice Blackline Masters
	 	$	45.95	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37321	 	1570356009	 	Read Well Notebook 1 Plain Text
	 	$	75.30	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37348	 	1570356017	 	Read Well Notebook 2 Plain Text
	 	$	75.30	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37356	 	1570358168	 	Read Well Notebook 2 Slanted Text
	 	$	75.30	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37364	 	1570356025	 	Read Well Notebook 3 Plain Text
	 	$	75.30	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37372	 	1570358176	 	Read Well Notebook 3 Slanted Text
	 	$	75.30	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37129	 	1570352887	 	Read Well Pocket Chart
	 	$	31.75	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37196	 	1570353360	 	Read Well Sound and Tricky Word Flash Cards
	 	$	15.00	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37217	 	409390604162	 	Read Well Student Decoding Folders Plain Text
	 	$	37.95	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37225	 	409390604193	 	Read Well Student Decoding Folders Slanted Text
	 	$	37.95	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37401	 	1570351589	 	Read Well Student Storybook Set
	 	$	55.90	 	 	1998	 	 	 	 
	MS	 	2004	 	2009	 	Sopris	 	37330	 	157035815X	 	Read Well Teacher’s Edition Notebook 1 Slanted Text
	 	$	75.30	 	 	1998	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NC	 	2001	 	2006	 	Metro	 	75758	 	1581201877	 	Metro Early Reading Program Big Book Tote Bag
	 	$	11.18	 	 	1999	 	* Adoption Contract C
	NC	 	2001	 	2006	 	Metro	 	100212	 	1581200978	 	Metro Early Reading Program Complete Transitional Program
	 	$	370.64	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	75547	 	1581200889	 	Metro Early Reading Program Kindergarten Assessment Teacher’s Guide
	 	$	4.63	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	74501	 	1581201028	 	Metro Early Reading Program Kindergarten Big Book Amazing Aunt Agatha
	 	$	27.10	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	76970	 	1581201079	 	Metro Early Reading Program Kindergarten Big Book Busy Toes
	 	$	27.10	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	78300	 	1581201135	 	Metro Early
Reading Program Kindergarten Big Book Con MI Hermano/With My Brother
	 	$	27.10	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	81664	 	1581201044	 	Metro Early Reading Program Kindergarten Big Book Feast for 10
	 	$	27.10	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	83344	 	1581201168	 	Metro Early Reading Program Kindergarten Big Book Growing Vegetable Soup
	 	$	27.10	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	84603	 	1581201095	 	Metro Early Reading Program Kindergarten Big Book I Had A Hippopatamus
	 	$	27.10	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	84671	 	1581201052	 	Metro Early Reading Program Kindergarten Big Book I’ll Catch The Moon
	 	$	27.10	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	85294	 	1581201109	 	Metro Early Reading Program Kindergarten Big Book Kente Colors
	 	$	27.10	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	88356	 	1581201192	 	Metro Early Reading Program Kindergarten Big Book Life With Max
	 	$	27.10	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	89877	 	1581201036	 	Metro Early Reading Program Kindergarten Big Book My Friends
	 	$	27.10	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	91176	 	1581201176	 	Metro Early Reading Program Kindergarten Big Book One Afternoon
	 	$	27.10	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	91272	 	158120115X	 	Metro Early Reading Program Kindergarten Big Book Oscar Asked Why
	 	$	27.10	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	92099	 	1581201125	 	Metro Early Reading Program Kindergarten Big Book Pet Show!
	 	$	27.10	 	 	1999	 	 	 	 






Page 42 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NC	 	2001	 	2006	 	Metro	 	93391	 	158120101X	 	Metro Early Reading Program Kindergarten Big Book Polar Bear, Polar Bear, What Do You Hear?
	 	$	27.10	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	94730	 	1581201141	 	Metro Early Reading Program Kindergarten Big Book Road Builders
	 	$	27.10	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	75707	 	1581201001	 	Metro Early Reading Program Kindergarten Big Book Super Pack
	 	$	464.25	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	75715	 	1581201214	 	Metro Early Reading Program Kindergarten Big Book Teacher’s Guide
	 	$	13.99	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	98271	 	1581201117	 	Metro Early Reading Program Kindergarten Big Book The Doorbell Rang
	 	$	 27.10	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	98319	 	1581201184	 	Metro Early Reading Program Kindergarten Big Book The Fourth little Pig
	 	$	27.10	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	98440	 	1581201206	 	Metro Early Reading Program Kindergarten Big Book The Marvelous Toy
	 	$	27.10	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	99688	 	1581201060	 	Metro Early Reading Program Kindergarten Big Book They Thought They Saw Him
	 	$	27.10	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	99961	 	1581201087	 	Metro Early Reading Program Kindergarten Big Book Today is Monday
	 	$	27.10	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	78271	 	1581206909	 	Metro Early Reading Program Kindergarten Complete Kit for 20 Students
	 	$	1,240.33	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	78107	 	1581201222	 	Metro Early Reading Program Kindergarten for 10 Students
	 	$	932.30	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	85809	 	1581200862	 	Metro Early Reading Program Kindergarten Letter Cards
	 	$	13.99	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	77024	 	1581200048	 	Metro Early Reading Program Kindergarten Reader Can I Have Some?
	 	$	3.04	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	77032	 	1581200722	 	Metro Early Reading Program Kindergarten Reader Can I Have Some? 10 Pack
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	79169	 	1581200021	 	Metro Early Reading Program Kindergarten Reader Do You Like Me?
	 	$	3.01	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	79177	 	1581200706	 	Metro Early Reading Program Kindergarten Reader Do You Like Me? 10 Pack
	 	$	28.03	 	 	1999	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NC	 	2001	 	2006	 	Metro	 	79185	 	1581200056	 	Metro Early Reading Program Kindergarten Reader Down, Mop, Down!
	 	$	3.04	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	79193	 	1581200730	 	Metro Early Reading Program Kindergarten Reader Down, Mop, Down! 10 Pack
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	84566	 	1581200005	 	Metro Early Reading Program Kindergarten Reader I Am Ben
	 	$	3.04	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	84558	 	1581200684	 	Metro Early Reading Program Kindergarten Reader I Am Ben 10 Pack
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	85091	 	158120003X	 	Metro Early Reading Program Kindergarten Reader Is Boo With You?
	 	$	3.04	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	85104	 	1581200714	 	Metro Early Reading Program Kindergarten Reader Is Boo With You? 10 Pack
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	85121	 	1581200013	 	Metro Early Reading Program Kindergarten Reader Is Tasha Up?
	 	$	3.04	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	85139	 	1581200692	 	Metro Early Reading Program Kindergarten Reader Is Tasha Up? 10 Pack
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	85201	 	1581200064	 	Metro Early Reading Program Kindergarten Reader Just A Little
	 	$	3.04	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	85219	 	1581200749	 	Metro Early Reading Program Kindergarten Reader Just A Little 10 Pack
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	101733	 	1581200072	 	Metro Early Reading Program Kindergarten Reader What Was That?
	 	$	3.04	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	101741	 	1581200757	 	Metro Early Reading Program Kindergarten Reader What Was That? 10 Pack
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	94377	 	1581200765	 	Metro Early Reading Program Kindergarten Readers 10 pack of all books
	 	$	215.25	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	94377	 	1581200765	 	Metro Early Reading Program Kindergarten Readers 10 Pack of All Books
	 	$	215.25	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	94123	 	1581200897	 	Metro Early Reading Program Kindergarten Teacher’s Guide
	 	$	9.31	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	85905	 	1581202733	 	Metro Early Reading Program Level A 6 Pack of All Readers
	 	$	187.17	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73146	 	1581200102	 	Metro Early Reading Program Level A A Bug in the Bathtub
	 	$	3.51	 	 	1999	 	 	 	 







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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NC	 	2001	 	2006	 	Metro	 	73154	 	1581201273	 	Metro Early
Reading Program Level A A Bug in the Bathtub 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73277	 	1581200099	 	Metro Early Reading Program Level A A Hug And Hot Chocolate
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73285	 	1581201265	 	Metro Early Reading Program Level A A Hug And Hot Chocolate 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73613	 	1581200129	 	Metro Early Reading Program Level A A Very Bad Day
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73621	 	158120129X	 	Metro Early Reading Program Level A A Very Bad Day 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	75580	 	1581200153	 	Metro Early Reading Program Level A At The Zoo
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	75598	 	158120132X	 	Metro Early Reading Program Level A At The Zoo 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	78115	 	1581206917	 	Metro Early Reading Program Level A Complete Program Kit for 20 Students
	 	$	795.69	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	85913	 	1581202814	 	Metro Early Reading Program Level A Complete Program Kit for 6 Students
	 	$	557.86	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	82595	 	1581200137	 	Metro Early Reading Program Level A Get Rid of That Dog
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	82608	 	1581201303	 	Metro Early
Reading Program Level A Get Rid of That Dog 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	83512	 	1581200080	 	Metro Early Reading Program Level A Have You Met My Pet?
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	83521	 	1581201257	 	Metro Early Reading Program Level A Have You Met My Pet? 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	90114	 	1581201559	 	Metro Early Reading Program Level A My Literature Book
	 	$	25.39	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	90122	 	1581201567	 	Metro Early Reading Program Level A My Literature Book 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	90131	 	1581201575	 	Metro Early Reading Program Level A My Literature Book Teacher’s Guide
	 	$	13.99	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	91045	 	1581200145	 	Metro Early
Reading Program Level A No! Not Again!
	 	$	3.51	 	 	1999	 	 	 	 







Page 45 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NC	 	2001	 	2006	 	Metro	 	91053	 	1581201311	 	Metro Early Reading Program Level A No!
Not Again! 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73197	 	158120017X	 	Metro Early Reading Program Level A Our Day With Mom
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73200	 	1581201346	 	Metro Early Reading Program Level A Our Day With Mom 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	94342	 	158120194X	 	Metro Early Reading Program Level A Read Aloud Cassettes 4 Pack
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	86174	 	1581202385	 	Metro Early Reading Program Level A Skills Pack
	 	$	421.19	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	85850	 	1581201885	 	Metro Early Reading Program Level A Teacher’s Resource Book
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	99768	 	1581200161	 	Metro Early Reading Program Level A Three Pigs and A Wolf
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	99776	 	1581201338	 	Metro Early Reading Program Level A Three Pigs and A Wolf 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	101645	 	1581200110	 	Metro Early Reading Program Level A What Can Sam Do?
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	101653	 	1581201281	 	Metro Early Reading Program Level A What Can Sam Do? 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	86414	 	1581202741	 	Metro Early Reading Program Level B 6 Pack of all Readers
	 	$	187.17	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73138	 	1581200188	 	Metro Early
Reading Program Level B A Bag For Dad
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73111	 	1581201354	 	Metro Early Reading Program Level B A Bag For Dad 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73525	 	1581200277	 	Metro Early
Reading Program Level B A Surprise Birthday
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73533	 	1581201443	 	Metro Early Reading Program Level B A Surprise Birthday 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	78131	 	1581206925	 	Metro Early Reading Program Level B Complete Program Kit for 20 Students
	 	$	795.69	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	86588	 	1581202822	 	Metro Early Reading Program Level B Complete Program Kit for 6 Students
	 	$	557.86	 	 	1999	 	 	 	 






Page 46 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NC	 	2001	 	2006	 	Metro	 	79142	 	1581200226	 	Metro Early Reading Program Level B Did You See Boo?
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	79134	 	1581201397	 	Metro Early Reading Program Level B Did You See Boo? 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	82499	 	1581200218	 	Metro Early Reading Program Level B Game Day
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	82501	 	1581201389	 	Metro Early Reading Program Level B Game Day 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	82561	 	1581200250	 	Metro Early
Reading Program Level B Get Down From That Vine!
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	82579	 	1581201427	 	Metro Early
Reading Program Level B Get Down From That Vine! 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	88663	 	1581200269	 	Metro Early Reading Program Level B Make My Day
	 	$	3.51	 	 	1999	 	 	 	.
	NC	 	2001	 	2006	 	Metro	 	88671	 	1581201435	 	Metro Early Reading Program Level B Make My Day 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	90202	 	1581201583	 	Metro Early Reading Program Level B My Literature Book
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	90211	 	1581201591	 	Metro Early Reading Program Level B My Literature Book Pack Of 6
	 	$	126.32	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	90229	 	1581201605	 	Metro Early Reading Program Level B My Literature Book Teacher’s Guide
	 	$	13.99	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	94351	 	1581201958	 	Metro Early Reading Program Level B Read Aloud Cassettes 4 Pack
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	94781	 	1581200242	 	Metro Early Reading Program Lever B Rows and Rows of Marigolds
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	94799	 	1581201419	 	Metro Early Reading Program Level B Rows and Rows of Marigolds 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	94967	 	158120020X	 	Metro Early Reading Program Level B Side By Side
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	94975	 	1581201370	 	Metro Early Reading Program Level B Side By Side 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	86676	 	1581202393	 	Metro Early Reading Program Level B Skills Pack
	 	$	421.19	 	 	1999	 	 	 	 






Page 47 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NC	 	2001	 	2006	 	Metro	 	86385	 	1581201893	 	Metro Early Reading Program Level B Teacher’s Resource Book
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	101961	 	1581200196	 	Metro Early Reading Program Level B When Will the Sun Come Out?
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	101944	 	1581201362	 	Metro Early Reading Program Level B When Will the Sun Come Out? 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	102373	 	1581200234	 	Metro Early Reading Program Level B You Can Do A Lot With A Lot
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	102381	 	1581201400	 	Metro Early Reading Program Level B You Can Do A Lot With A Lot 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	86810	 	1581202180	 	Metro Early Reading Program Level C 6 Pack of All Readers
	 	$	187.17	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73373	 	1581200307	 	Metro Early Reading Program Level C A Pet For Jed
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73381	 	1581201478	 	Metro Early Reading Program Level C A Pet For Jed 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73550	 	1581200285	 	Metro Early Reading Program Level C A Tadpole at the Lake
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73568	 	1581201451	 	Metro Early Reading Program Level C A Tadpole at the Lake 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	78174	 	1581206933	 	Metro Early Reading Program Level C Complete Program Kit for 20 Students
	 	$	795.69	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	86959	 	1581202830	 	Metro Early Reading Program Level C Complete Program Kit for 6 Students
	 	$	557.86	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	82641	 	1581200293	 	Metro Early Reading Program Level C Glide, Frog, Glide!
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	82659	 	158120146X	 	Metro Early
Reading Program Level C Glide, Frog, Glide! 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	82704	 	1581200315	 	Metro Early Reading Program Level C Good Times at the Lake
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	82712	 	1581201486	 	Metro Early Reading Program Level C Good Times at the Lake 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	84582	 	1581200366	 	Metro Early Reading Program Level C I Don’t Want to Scare You
	 	$	3.51	 	 	1999	 	 	 	 







Page 48 of 124












 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NC	 	2001	 	2006	 	Metro	 	84574	 	1581201532	 	Metro Early Reading Program Level C I Don’t Want to Scare You 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	90288	 	1581201613	 	Metro Early Reading Program Level C My Literature Book
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	90309	 	158120163X	 	Metro Early Reading Program Level C My Literature Book Teacher’s Guide
	 	$	13.99	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	94369	 	1581201966	 	Metro Early Reading Program Level C Read Aloud Cassettes 4 Pack
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	94991	 	1581200331	 	Metro Early Reading Program Level C Sidewalk Fun
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	95003	 	1581201508	 	Metro Early Reading Program Level C Sidewalk Fun 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	87062	 	1581202407	 	Metro Early Reading Program Level C Skills Pack
	 	$	421.19	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	95118	 	1581200374	 	Metro Early Reading Program Level C Slide and Ride
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	95126	 	1581201540	 	Metro Early Reading Program Level C Slide And Ride 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	86781	 	1581201907	 	Metro Early Reading Program Level C Teacher’s Resource Book
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	98183	 	158120034X	 	Metro Early Reading Program Level C The Best Pizza Place
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	98191	 	1581201516	 	Metro Early Reading Program Level C The Best Pizza Place 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	92081	 	1581200323	 	Metro Early Reading Program Level C The Pet Show
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	92101	 	1581201494	 	Metro Early Reading Program Level C The Pet Show 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	99127	 	1581200358	 	Metro Early Reading Program Level C The Sitter
	 	$	3.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	99135	 	1581201524	 	Metro Early Reading Program Level C The Sitter 6 Pack
	 	$	19.61	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	74229	 	1581200447	 	Metro Early Reading Program Level D All About Dinosaurs
	 	$	3.98	 	 	1999	 	 	 	 






Page 49 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NC	 	2001	 	2006	 	Metro	 	74237	 	1581209169	 	Metro Early Reading Program Level D All About Dinosaurs 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	84929	 	1581201974	 	Metro Early Reading Program Level D Audio Cassettes 4 Pack
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	75678	 	1581200412	 	Metro Early Reading Program Level D Better Than You Think
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	75686	 	1581209134	 	Metro Early Reading Program Level D Better Than You Think 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	87311	 	1581202849	 	Metro Early
Reading Program Level D Complete Program Kit for 6 Students
	 	$	608.41	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	88639	 	1581200463	 	Metro Early Reading Program Level D Lost and Found
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	88647	 	1581209185	 	Metro Early Reading Program Level D Lost and Found 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	88698	 	1581200439	 	Metro Early Reading Program Level D Make The Best Of It
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	88701	 	1581209150	 	Metro Early Reading Program Level D Make the Best Of It 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	89092	 	1581200471	 	Metro Early Reading Program Level D Marta Stays Over
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	89105	 	1581209193	 	Metro Early Reading Program Level D Marta Stays Over 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	90350	 	1581201648	 	Metro Early Reading Program Level D My Literature Book
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	90368	 	1581201656	 	Metro Early Reading Program Level D My Literature Book 6 Pack
	 	$	154.41	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	87126	 	1581201664	 	Metro Early Reading Program Level D My Literature Book Teacher’s Guide
	 	$	13.99	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	91221	 	1581200455	 	Metro Early Reading Program Level D One Little Tooth
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	91230	 	1581209177	 	Metro Early Reading Program Level D One Little Tooth 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	87134	 	1581201915	 	Metre Early Reading Program Level D Teacher’s Resource Book
	 	$	28.03	 	 	1999	 	 	 	 






Page 50 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NC	 	2001	 	2006	 	Metro	 	98221	 	1581200382	 	Metro Early Reading Program Level D The Dog Ate My Homework Pad
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	98239	 	158120910X	 	Metro Early Reading Program Level D The Dog Ate My Homework Pad 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	99098	 	1581200390	 	Metro Early Reading Program Level D The Sidewalk Toy Stand
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	99101	 	1581209118	 	Metro Early Reading Program Level D The Sidewalk Toy Stand 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	99733	 	1581200420	 	Metro Early Reading Program Level D This Place Could Shine
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	99741	 	1581209142	 	Metro Early Reading Program Level D This Place Could Shine 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	101629	 	1581200404	 	Metro Early
Reading Program Level D We’re Good At Chores
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	101611	 	1581209126	 	Metro Early Reading program Level D We’re Good At Chores 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73242	 	1581200536	 	Metro Early Reading Program Level E A House for Patches
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73251	 	1581209258	 	Metro Early
Reading Program Level E A House for Patches 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73349	 	1581200544	 	Metro Early Reading Program Level E A Party for Patches
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73357	 	1581209266	 	Metro Early Reading Program Level E A Party for Patches 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73584	 	1581200560	 	Metro Early Reading Program Level E A Trip To The Circus
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73592	 	1581209282	 	Metro Early Reading Program Level E A Trip to the Circus 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	100757	 	1581201982	 	Metro Early Reading Program Level E Audio Cassettes 4 Pack
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	87661	 	1581202857	 	Metro Early Reading Program Level E Complete Program Kit for 6 Students
	 	$	608.41	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	84241	 	1581200501	 	Metro Early Reading Program Level E How To Take Pictures
	 	$	3.98	 	 	1999	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NC	 	2001	 	2006	 	Metro	 	84259	 	1581209223	 	Metro Early Reading Program Level E How To Take Pictures 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	90430	 	1581201672	 	Metro Early Reading Program Level E My Literature Book
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	90448	 	1581201680	 	Metro Early Reading Program Level E My Literature Book 6 Pack
	 	$	154.41	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	88559	 	1581201699	 	Metro Early Reading Program Level E My Literature Book Teacher’s Guide
	 	$	13.99	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	94220	 	158120051X	 	Metro Early Reading Program Level E Put Out the Fire
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	94238	 	1581209231	 	Metro Early Reading Program Level E Put Out the Fire 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	95441	 	1581200498	 	Metro Early Reading Program Level E Splish Splash
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	95450	 	1581209215	 	Metro Early Reading Program Level E Splish Splash. 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	87548	 	1581201923	 	Metro Early Reading Program Level E Teacher’s Resource Book
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	98159	 	1581200528	 	Metro Early Reading Program Level E The Best Book Talk
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	98167	 	158120924X	 	Metro Early Reading Program Level E The Best Book Talk 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	99151	 	1581200552	 	Metro Early
Reading Program Level E The Soccer Team
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	99160	 	1581209274	 	Metro Early Reading Program Level E The Soccer Team 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	99207	 	158120048X	 	Metro Early Reading Program Level E The Spring Block Party
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	99215	 	1581209207	 	Metro Early Reading Program Level E The Spring Block Party 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	101688	 	1581209290	 	Metro Early Reading Program Level E What Do you Know 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	101670	 	1581200579	 	Metro Early Reading Program Level E What Do You Know?
	 	$	3.98	 	 	1999	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NC	 	2001	 	2006	 	Metro	 	73314	 	1581200633	 	Metro Early Reading Program Level F A Name For Baby
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	73322	 	1581209355	 	Metro Early Reading Program Level F A Name For Baby 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	85391	 	1581201990	 	Metro Early Reading Program Level F Audio Cassettes 4 Pack
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	77041	 	158120065X	 	Metro Early Reading Program Level F Can You Keep A Secret?
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	77059	 	1581209371	 	Metro Early
Reading Program Level F Can You Keep A Secret? 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	83483	 	1581200668	 	Metro Early Reading Program Level F Happiness is Having Friends
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	83491	 	158120938X	 	Metro Early Reading Program Level F Happiness is Having Friends 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	90510	 	1581201702	 	Metro Early Reading Program Level F My Literature Book
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	90528	 	1581201710	 	Metro Early Reading Program Level F My Literature Book 6 Pack
	 	$	154.41	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	88567	 	1581201729	 	Metro Early
Reading Program Level F My Literature Book Teacher’s Guide
	 	$	13.99	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	91977	 	1581200587	 	Metro Early Reading Program Level F Pen Pals
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	91985	 	1581209304	 	Metro Early
Reading Program Level F Pen Pals 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	88014	 	1581202865	 	Metro Early Reading Program Level F Program Kit for 6 Students
	 	$	608.41	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	87898	 	1581201931	 	Metro Early
Reading Program Level F Teacher’s Resource Book
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	98351	 	1581200595	 	Metro Early Reading Program Level F The Horse Show
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	98360	 	1581209312	 	Metro Early Reading Program Level F The Horse Show 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	98394	 	1581200609	 	Metro Early Reading Program Level F The Lean Mean Pizza Machine
	 	$	3.98	 	 	1999	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NC	 	2001	 	2006	 	Metro	 	98407	 	1581209320	 	Metro Early
Reading Program Level F The Lean Mean Pizza Machine 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	98538	 	1581200625	 	Metro Early Reading Program Level F The Newspaper
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	98546	 	1581209347	 	Metro Early Reading Program Level F The Newspaper 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	99012	 	1581200617	 	Metro Early Reading Program Level F The School Board
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	99021	 	1581209339	 	Metro Early Reading Program Level F The School Board 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	99397	 	1581200641	 	Metro Early Reading Program Level F The Treasure in the Attic
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	99400	 	1581209363	 	Metro Early Reading Program Level F The Treasure in the Attic 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	101581	 	1581200676	 	Metro Early
Reading Program Level F We’ll Always Be Friends
	 	$	3.98	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	101590	 	1581209398	 	Metro Early
Reading Program Level F We’ll Always Be Friends 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	78123	 	1581206941	 	Metro Early
Reading Program Levels A-C Complete Grade 1 Program for 20 Students
	 	$	2,336.51	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	95169	 	1581202806	 	Metro Early Reading Program Levels A-C Complete Grade 1 Program for 6 Students
	 	$	1,591.32	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	91088	 	1581202784	 	Metro Early Reading Program Levels A-C Grade 1 Program Guide
	 	$	9.31	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	85817	 	1581201850	 	Metro Early Reading Program Levels A-C Letter Cards
	 	$	4.63	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	85825	 	1581201869	 	Metro Early Reading Program Levels A-C Letter Cards 6 Pack
	 	$	23.35	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	83467	 	1581201230	 	Metro Early Reading Program Levels A-F Hanging Classroom Book Bag
	 	$	18.67	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	94908	 	1581201249	 	Metro Early Reading Program Levels A-F School-to-Home Bags 6 Pack
	 	$	12.12	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	100183	 	1581200986	 	Metro Early Reading Program Little Readers Transition Program
	 	$	230.23	 	 	1999	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NC	 	2001	 	2006	 	Metro	 	89762	 	1581200870	 	Metro Early
Reading Program Multicultural Song Collection 4 Pack
	 	$	28.03	 	 	1999	 	 	 	 
	NC 	 	2001	 	2006	 	Metro	 	74464	 	158120082X	 	Metro Early Reading Program Poster Set
	 	$	46.75	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	93420	 	1581200838	 	Metro Early Reading Program Poster Set Teacher’s Guide
	 	$	9.31	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	94895	 	1581200994	 	Metro Early
Reading Program School-to-Home Bags 10 pack
	 	$	18.67	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	95046	 	158120096X	 	Metro Early Reading Program Sing-Along Song Book
	 	$	13.99	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	98044	 	1581200854	 	Metro Early
Reading Program Teacher’s Resource Book Blackline Masters
	 	$	28.03	 	 	1999	 	 	 	 
	NC	 	2001	 	2006	 	Metro	 	98212	 	1581202415	 	Metro Early
Reading Program The Best Ever Alphabet Kit
	 	$	183.42	 	 	1999	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22816	 	1570356033	 	Language! 4th Edition Syllabus and Advance Organizer
	 	$	19.25	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	23034	 	1570352097	 	Language! Categories
	 	$	49.50	 	 	1999	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	20520	 	1570353654	 	Language! DRP Booklink: Literature and Popular Titles (CD-ROM)
	 	$	99.00	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	23798	 	1570353832	 	Language! Games and Activities for Readers and Spellers
	 	$	137.50	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22509	 	1570352526	 	Language! Instructional Resource Guide for Teachers
	 	$	71.50	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	30162	 	1570351619	 	Language! J & J Readers Coloring Book Pack of 10
	 	$	21.45	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	32678	 	1570353239	 	Language! J & J Readers Instructor’s Answer Guide
	 	$	11.00	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	30200	 	1570351821	 	Language! J & J Readers Kids Poster
	 	$	8.75	 	 	1992	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	32555	 	1570352755	 	Language! J & J Readers Level 1; Units 1-18 (consumable)
	 	$	60.50	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	32598	 	1570352763	 	Language! J & J Readers Level 2; Units 19-36 (consumable)
	 	$	60.50	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	32635	 	1570352771	 	Language! J
& J Readers Level 3; Units 37-54 (consumable)
	 	$	60.50	 	 	2000	 	 	 	 






Page 55 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NM	 	2003	 	2009	 	Sopris	 	30293	 	1570351805	 	Language! J & J Readers Vocabulary Cards Level 1
	 	$	31.90	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	30306	 	1570351813	 	Language! J & J Readers Vocabulary Cards Level 2
	 	$	31.90	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	57293	 	1570356173	 	Language!
Level 1 2 3 New Mexico Package
	 	$	2,930.33	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	57242	 	1570356122	 	Language! Level 1 New Mexico Package
	 	$	1,532.25	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	57277	 	1570356157	 	Language! Level 1-2 New Mexico Package
	 	$	2,363.85	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	57251	 	1570356130	 	Language! Level 2 New Mexico Package
	 	$	1,569.65	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	57285	 	1570356165	 	Language! Level 2-3 New Mexico Package
	 	$	2,136.15	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	57269	 	1570356149	 	Language! Level 3 New Mexico Package
	 	$	1,140.10	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22488	 	157035295X	 	Language! Level 3 Small Group Set
	 	$	409.75	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	34340	 	1570352070	 	Language! Morphemes for Learning
	 	$	43.45	 	 	1999	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	24256	 	413992009126	 	Language! Plastic Tiles
	 	$	7.15	 	 	2002	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	34227	 	1570351791	 	Language! Pocket Chart
	 	$	38.50	 	 	1999	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	20685	 	1570351406	 	Language! Practice Instructor’s Manual
	 	$	38.50	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	20722	 	1570353670	 	Language! Practice Instructor’s Manual and Workbook Blackline Masters
	 	$	121.00	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	20618	 	1570351414	 	Language! Practice Student Workbook A
	 	$	7.15	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	20626	 	1570351422	 	Language! Practice Student Workbook B
	 	$	7.15	 	 	1999	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	20634	 	1570351430	 	Language! Practice Student Workbook C
	 	$	7.15	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	20642	 	1570351449	 	Language! Practice Student Workbook D
	 	$	7.15	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	20651	 	1570351457	 	Language! Practice Student Workbook E
	 	$	7.15	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	20669	 	1570351465	 	Language! Practice Student Workbook F 
	 	$	7.15	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	20693	 	157035250X	 	Language!
Practice Workbook Blackline Masters
	 	$	82.50	 	 	1999	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	20677	 	1570353662	 	Language! Practice Workbooks A-F
	 	$	42.90	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	25486	 	1570354618	 	Language! Roots
	 	$	82.50	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22517	 	1570352283	 	Language! Second Edition Instructor’s Manual Level 1
	 	$	60.50	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22525	 	1570352291	 	Language! Second Edition Instructor’s Manual Level 2
	 	$	60.50	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22533	 	1570352305	 	Language! Second Edition Instructor’s Manual Level 3
	 	$	60.50	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22111	 	1570352313	 	Language! Second Edition Student Mastry Book A
	 	$	7.15	 	 	2000	 	 	 	 







Page 56 of 124











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NM	 	2003	 	2009	 	Sopris	 	22120	 	1570352321	 	Language! Second Edition Student Mastry Book B
	 	$	7,15	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22138	 	157035233X	 	Language! Second Edition Student Mastry Book C
	 	$	7.15	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22146	 	1570352348	 	Language! Second Edition Student Mastry Book D
	 	$	7.15	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22154	 	1570352356	 	Language! Second Edition Student Mastry Book E
	 	$	7.15	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22162	 	1570352364	 	Language! Second Edition Student Mastry Book F
	 	$	7.15	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22171	 	1570352372	 	Language! Second Edition Student Mastry Book G
	 	$	7.15	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22189	 	1570352380	 	Language! Second Edition Student Mastry Book H
	 	$	7.15	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22197	 	1570352399	 	Language! Second Edition Student Mastry Book I
	 	$	7.15	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22445	 	1570352933	 	Language! Small Group Set for 5 Students Level 1
	 	$	409.75	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22461	 	1570352941	 	Language! Small Group Set for 5 Students Level 2
	 	$	409.75	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	24125	 	1570352569	 	Language! Sort It!
	 	$	64.90	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	34198	 	157035183X	 	Language! Sounds and Letters Cards
	 	$	31.90	 	 	1997	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	34420	 	1570351260	 	Language! Sounds and Letters for Readers and Spellers Book
	 	$	26.95	 	 	1997	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	34454	 	1570351775	 	Language! Sounds of Our Language Audiotape
	 	$	8.25	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	25291	 	1570354790	 	Language! Speaking and Listening to the English Language Book and Card Set
	 	$	192.50	 	 	2001	 	 	 	 
	NM	 	2003   	 	2009	 	Sopris	 	25267	 	1570354782	 	Language! Speaking and Listening to the English Language Card Set
	 	$	165.00	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	25283	 	157035460X	 	Language! Speaking and Listening to the English Language Manual
	 	$	49.50	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22701	 	1570353441	 	Language! Student Mastry Book A Teacher’s Answer Guide
	 	$	11.00	 	 	2001	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NM	 	2003	 	2009	 	Sopris	 	22710	 	157035345X	 	Language! Student Mastry Book B Teacher’s Answer Guide
	 	$	11.00	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22728	 	1570353468	 	Language! Student Mastry Book C Teacher’s Answer Guide
	 	$	11.00	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22736	 	1570353549	 	Language! Student Mastry Book D Teachers Answer Guide
	 	$	11.00	 	 	2001	 	 	 	 
	NM	 	2002	 	2009	 	Sopris	 	22744	 	1570353557	 	Language! Student Mastry Book E Teacher’s Answer Guide
	 	$	11.00	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22752	 	1570353565	 	Language! Student Mastry Book F Teacher’s Answer Guide
	 	$	11.00	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22761	 	1570353573	 	Language! Student Mastry Book G Teacher’s Answer Guide
	 	$	11.00	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22779	 	1570353581	 	Language! Student Mastry Book H Teachers Answer Guide
	 	$	11.00	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22787	 	157035359X	 	Language! Student Mastry Book I Teacher’s Answer Guide
	 	$	11.00	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22656	 	157035474X	 	Language! Summative Tests Book F
	 	$	16.50	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22605	 	1570354693	 	Language! Summative Tests Level 1 Book A Individual Student Test Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22613	 	1570354707	 	Language! Summative Tests Level 1 Book B Individual Student Test Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22621	 	1570354715	 	Language! Summative Tests Level 1 Book C Individual Student Test Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22630	 	1570354723	 	Language! SummativeTests Level 2 Book D Individual Student Test Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22648	 	1570354731	 	Language! Summative Tests Level 2 Book E Individual Student Test Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22664	 	1570354758	 	Language! Summative Tests Level 3 Book G Individual Student Test Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22672	 	1570354766	 	Language! Summative Tests Level 3 Book H Individual Student Test Booklet
	 	$	16.50	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22681	 	1570354774	 	Language! Summative Tests Level 3 Book I Individual Student Test Booklet
	 	$	16.50	 	 	2001	 	 	 	 






Page 58 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NM	 	2003	 	2009	 	Sopris	 	22904	 	1570354626	 	Language! Summative Tests Teacher’s Edition Level 1
	 	$	13.75	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22912	 	1570354634	 	Language! Summative Tests Teacher’s Edition Level 2
	 	$	13.75	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	22921	 	1570354642	 	Language! SummativeTests Teacher’s Edition Level 3
	 	$	13.75	 	 	2001	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	28724	 	1570353204	 	Read Well Alphabet and Picture Wall Cards Plain Text
	 	$	32.95	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	28732	 	1570352674	 	Read Well Alphabet and Picture Wall Cards Slanted Text
	 	$	32.95	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37381	 	1570352461	 	Read Well Alphabet Rhyme Posters
	 	$	34.95	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	36994	 	1570351899	 	Read Well Big Book Units 1-3
	 	$	21.95	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37006	 	1570353212	 	Read Well Big Book Units 4-6
	 	$	21.95	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37137	 	1570352844	 	Read Well Classroom Package Plain Text
	 	$	1,260.00	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37145	 	1570352852	 	Read Well Classroom Package Slanted Text
	 	$	1,260.00	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37153	 	1570351651	 	Read Well Comprehension and Skill Blackline Masters Plain Text
	 	$	49.95	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37161	 	1570352496	 	Read Well Comprehension and Skill Blackline Masters Slanted Text
	 	$	49.95	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37541	 	1570352208	 	Read Well Comprehension and Skill Consumable Workbook 1 Slanted Text
	 	$	4.75	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37567	 	1570352216	 	Read Well Comprehension and Skill Consumable Workbook 2 Slanted Text
	 	$	4.75	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37583	 	1570352224	 	Read Well Comprehension and Skill Consumable Workbook 3 Slanted Text
	 	$	4.75	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37532	 	1570352127	 	Read Well Comprehension and Skill Workbook 1 Plain Text
	 	$	4.75	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37559	 	1570352135	 	Read Well Comprehension and Skill Workbook 2 Plain Text
	 	$	4.75	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37575	 	1570352143	 	Read Well Comprehension and Skill Workbook 3 Plain Text
	 	$	4.75	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37217	 	409390604162	 	Read Well Decoding Practice Folders Plain Text
	 	$	37.95	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37225	 	409390604193	 	Read Well Decoding Practice Folders Slanted Text
	 	$	37.95	 	 	1998	 	 	 	 






Page 59 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NM	 	2003	 	2009	 	Sopris	 	37305	 	1570351864	 	Read Well Enlarged Format Decoding Folders Plain text
	 	$	14.95	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37313	 	1570352240	 	Read Well Enlarged Format Decoding Folders Slanted Text
	 	$	14.95	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37276	 	1570352607	 	Read Well Homework and Extra Practice Blackline Masters
	 	$	45.95	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37284	 	1570352429	 	Read Well Instructor’s Set Plain Text
	 	$	285.00	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37292	 	1570352437	 	Read Well Instructor’s Set Slanted Text
	 	$	285.00	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	57200	 	1570356106	 	Read Well New Mexico Classroom Package Plain Text
	 	$	1,225.00	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	57218	 	1570356114	 	Read Well New Mexico Classroom Package Slanted Text
	 	$	1,225.00	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37410	 	1570352488	 	Read Well Partial Set 1 Storybooks
	 	$	19.95	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37428	 	1570353069	 	Read Well Partial Set 2 Storybooks
	 	$	35.95	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37129	 	1570352887	 	Read Well Pocket Chart
	 	$	31.75	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37233	 	1570352828	 	Read Well Small Group Package Plain Text
	 	$	490.00	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37241	 	1570352836	 	Read Well Small Group Package Slanted Text
	 	$	490.00	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37452	 	1570352860	 	Read Well Workshop Supplement Plain Text
	 	$	1,045.00	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	37461	 	1570352879	 	Read Well Workshop Supplement Slanted Text
	 	$	1,045.00	 	 	1998	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	28804	 	1570353158	 	Read Well/Write Well Big Book of Alphabet Poems
	 	$	28.95	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	24061	 	1570352720	 	REWARDS Student Book
	 	$	6.95	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	24029	 	413691905200	 	REWARDS Student Book Set of 10
	 	$	56.00	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	23974	 	1570352712	 	REWARDS Teacher’s Guide
	 	$	52.00	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	24088	 	1570356181	 	REWARDS Video
	 	$	20.00	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	25558	 	1593180969	 	Spellography Modified Classroom Set
	 	$	299.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	60361	 	1570359881	 	Spellography Student Workbook A Set of 25
	 	$	175.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	25603	 	1570358265	 	Spellography Student Workbook A Set of 5
	 	$	35.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	60370	 	157035989X	 	Spellography Student Workbook B Set of 25
	 	$	175.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	25611	 	1570358273	 	Spellography Student Workbook B Set of 5
	 	$	35.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	25662	 	1570356076	 	Spellography Teacher Answer Guide A
	 	$	20.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	25671	 	1570356084	 	Spellography Teacher Answer Guide B
	 	$	20.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	25591	 	1570354839	 	Spellography Teacher’s Resource Guide
	 	$	25.00	 	 	2001	 	 	 	 







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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NM	 	2003	 	2009	 	Sopris	 	23333	 	1570352666	 	Step Up To Writing 101 Reproducibles for Beginning Writers, Spanish
	 	$	19.00	 	 	2000	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	54519	 	157035992X	 	Step Up To Writing Ancillary Set
	 	$	160.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	54199	 	1570358133	 	Step Up To Writing Classroom Tools
	 	$	80.00	 	 	2004	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	23317	 	41269192005	 	Step Up To Writing Elementary Classroom Set
	 	$	250.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	23131	 	1570352577	 	Step Up To Writing Handy Pages Level 1 Pack of 10
	 	$	25.00	 	 	1999	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	60100	 	1570359903	 	Step Up To Writing Handy Pages Level 1 Set of 3
	 	$	75.00	 	 	1999	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	23149	 	1570352178	 	Step Up To Writing Handy Pages Level 2 Pack of 10
	 	$	75.00	 	 	1999	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	60118	 	1570359911	 	Step Up To Writing Handy Pages Level 2 Set of 3
	 	$	25.00	 	 	1999	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	54201	 	1570357978	 	Step Up To Writing Primary Classroom Set
	 	$	140.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	29858	 	1570359245	 	Step Up To Writing Primary Steps Poster Set
	 	$	36.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	29701	 	1570358109	 	Step Up To
Writing Primary Steps Reproducibles for K-2 Teachers
	 	$	33.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	23296	 	157035524X	 	Step Up To Writing Second Edition Classroom Reproducibles
	 	$	24.50	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	23190	 	1570355142	 	Step Up To Writing Second Edition Overhead Masters for Transparencies and Student Handouts
	 	$	36.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	23270	 	41269161502	 	Step Up To Writing Second Edition Poster Set
	 	$	36.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	23350	 	157035457X	 	Step Up To Writing Second Edition Teacher’s Manual
	 	$	79.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	54228	 	1570357994	 	Step Up To Writing Secondary Classroom Set
	 	$	250.00	 	 	2004	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	28960	 	931993083	 	We Can! A Word In Hand Book 1
	 	$	10.95	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	28919	 	931993482	 	We Can! Alphabet Lotto Game English/ASL
	 	$	6.95	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	28871	 	931993652	 	We Can! An Alphabet of Animal Signs
	 	$	3.95	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27334	 	1570356394	 	We Can! Animals 4 Pack
	 	$	14.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27457	 	1570355355	 	We Can! Animals!
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	26403	 	1570355800	 	We Can! Black Line Masters
	 	$	42.50	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	24942	 	1570357005	 	We Can! Building Early Language and Literacy Skills BELLS
	 	$	35.00	 	 	2003	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NM	 	2003	 	2009	 	Sopris	 	26930	 	1570357129	 	We Can! Classroom Posters
	 	$	57.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	26438	 	1570355924	 	We Can! Color Squares
	 	$	15.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	26331	 	1570355630	 	We Can! English Language Learners Classroom Supplement
	 	$	40.50	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27318	 	1570356378	 	We Can! Fall 4 Pack
	 	$	14.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27431	 	1570355339	 	We Can! Fall! 4 Pack
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	28898	 	931993873	 	We Can! Foods
	 	$	3.95	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	28901	 	931993881	 	We Can! Fruits & Vegetables
	 	$	3.95	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27158	 	157035572X	 	We Can! I Can Draw Animals
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27086	 	1570355908	 	We Can! I Can Draw Big Book 10 Pack
	 	$	400.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27123	 	157035569X	 	We Can! I Can Draw Foods I Like To Eat
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27094	 	1570355673	 	We Can! I Can Draw Me!
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27115	 	1570355681	 	We Can! I Can Draw My House
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27174	 	1570355746	 	We Can! I Can Draw Things In Spring
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27107	 	1570355762	 	We Can! I Can Draw Things On A Farm
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27140	 	1570355711	 	We Can! I Can Draw Things That Are Baked
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27166	 	1570355738	 	We Can! I Can Draw Things That Go
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27182	 	1570355754	 	We Can! I Can Draw Things That Grow
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27131	 	1570355703	 	We Can! I Can Draw Things That Happen In Fall
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	26366	 	157035586X	 	We Can! Job Title Cards
	 	$	15.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	54543	 	1570355843	 	We Can! Letter Sounds and Strokes Black Line Masters
	 	$	37.50	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27078	 	1570355517	 	We Can! Letters, Sounds and Strokes Flash Cards
	 	$	20.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27191	 	1570355533	 	We Can! Letters, Sounds and Strokes Letter Cards
	 	$	95.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27238	 	1570355525	 	We Can! Letters, Sounds and Strokes Memory Cards
	 	$	20.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27262	 	1570355509	 	We Can! Letters, Sounds and Strokes Poster
	 	$	10.50	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27393	 	1570355304	 	We Can! My Big Book About Me!
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27271	 	1570356343	 	We Can! My Big Book About Me! 4 Pack
	 	$	14.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27203	 	1570355770	 	We Can! My Big Book of Colors and Shapes
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27211	 	1570355789	 	We Can! My Big Book of More or Less
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27220	 	1570355797	 	We Can! My Big Book of Numbers and Counting
	 	$	40.00	 	 	2003	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NM	 	2003	 	2009	 	Sopris	 	27414	 	1570355312	 	We Can! People Are Special and Different!
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27297	 	1570356351	 	We Can! People Are Special and Different! 4 Pack
	 	$	14.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27422	 	1570355320	 	We Can! People That Help!
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27300	 	157035636X	 	We Can! People That Help! 4 Pack
	 	$	14.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	28927	 	093199389X	 	We Can! Pets and Creatures
	 	$	4.95	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27060	 	1570357013	 	We Can! Pocket Chart
	 	$	38.50	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27254	 	1570356211	 	We Can! Poem Posters
	 	$	57.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	29639	 	157035619X	 	We Can! Preschool Curriculum Kit
	 	$	1,885.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	26323	 	157035622X	 	We Can! Rotation Chart
	 	$	17.50	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27481	 	1570355371	 	We Can! Seeds Plants and Insects!
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27369	 	1570356424	 	We Can! Seeds Plants and Insects! 4 Pack
	 	$	14.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27377	 	1570355290	 	We Can! Student Storybook Set
	 	$	140.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	26825	 	157035703X	 	We Can! Teacher Edition Volume 1 August/September
	 	$	25.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	26841	 	1570357048	 	We Can! Teacher Edition Volume 2 October
	 	$	25.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	26850	 	1570357056	 	We Can! Teacher Edition Volume 3 November
	 	$	25.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	26868	 	1570357064	 	We Can! Teacher Edition Volume 4 December
	 	$	25.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	26876	 	1570357072	 	We Can! Teacher Edition Volume 5 January
	 	$	25.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	26884	 	1570357080	 	We Can! Teacher Edition Volume 6 Februrary
	 	$	25.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	26892	 	1570357099	 	We Can! Teacher Edition Volume 7 March
	 	$	25.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	26905	 	1570357102	 	We Can! Teacher Edition Volume 8 April
	 	$	25.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	26913	 	1570357110	 	We Can! Teacher Edition Volume 9 May
	 	$	25.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	26340	 	1570357137	 	We Can! Teacher Guide
	 	$	40.50	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27879	 	1570356203	 	We Can! Teacher Tools
	 	$	75.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27529	 	1570355959	 	We Can! The Learning Zoo
	 	$	59.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27490	 	1570355282	 	We Can! Theme Big Book Set
	 	$	400.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27473	 	157035538X	 	We Can! Things in Spring!
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27351	 	1570356416	 	We Can! Things in Spring! 4 Pack
	 	$	14.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27406	 	1570355398	 	We Can! Things On A Farm!
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27289	 	1570356432	 	We Can! Things On A Farm! 4 Pack
	 	$	14.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27465	 	1570355363	 	We Can! Things That Move!
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27342	 	1570356408	 	We Can! Things That Move! 4 Pack
	 	$	14.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	28951	 	931993369	 	We Can! Vocabulary Cards Primer
	 	$	6.95	 	 	2003	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NM	 	2003	 	2009	 	Sopris	 	28935	 	931993237	 	We Can! Vocabulary Cards Set A
	 	$	6.95	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	28943	 	931993245	 	We Can! Vocabulary Cards Set B
	 	$	6.95	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	26391	 	1570357153	 	We Can! We Can Manage the PreK Classroom Video and Guide
	 	$	45.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	28249	 	1570357161	 	We Can! We Can Sing English and Spanish
	 	$	45.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	28257	 	157035717X	 	We Can! We Can Sing English and Spanish
	 	$	15.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27449	 	1570355347	 	We Can! Winter!
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	27326	 	1570356386	 	We Can! Winter! 4 Pack
	 	$	14.00	 	 	2003	 	 	 	 
	NM	 	2003	 	2009	 	Sopris	 	26964	 	1570355886	 	We Can! Word Bank
	 	$	40.00	 	 	2003	 	 	 	 
	NM	 	2004	 	2010	 	Sopris	 	29680	 	1570357706	 	Write Well Greenwoord Word Lists
	 	$	22.50	 	 	2000	 	 	 	 
	NM	 	2004	 	2010	 	Sopris	 	28783	 	1570353344	 	Write Well Spelling and Handwriting Plain Text
	 	$	180.00	 	 	2000	 	 	 	 
	NM	 	2004	 	2010	 	Sopris	 	28791	 	1570353352	 	Write Well Spelling and Handwriting Slanted Text
	 	$	180.00	 	 	2000	 	 	 	 
	NM	 	2004	 	2010	 	Sopris	 	28783	 	157035314X	 	Write Well Spelling-Homework Blackline Masters Plain Text
	 	$	47.80	 	 	2000	 	 	 	 
	NM	 	2004	 	2010	 	Sopris	 	28759	 	1570353131	 	Write Well Spelling Homework Blackline Masters Slanted Text
	 	$	47.80	 	 	2000	 	 	 	 
	NM	 	2004	 	2010	 	Sopris	 	54236	 	1570359865	 	Write Well Spelling New Mexico Package Plain Text
	 	$	180.00	 	 	2000	 	 	 	 
	NM	 	2004	 	2010	 	Sopris	 	54244	 	1570359873	 	Write Well Spelling New Mexico Package Slanted Text
	 	$	180.00	 	 	2000	 	 	 	 
	NM	 	2004	 	2010	 	Sopris	 	28812	 	1570353123	 	Write Well Spelling Sound Page Masters Plain Text
	 	$	47.80	 	 	2000	 	 	 	 
	NM	 	2004	 	2010	 	Sopris	 	28821	 	1570353115	 	Write Well Spelling Sound Page Masters Slanted Text
	 	$	47.80	 	 	2000	 	 	 	 
	NM	 	2004	 	2010	 	Sopris	 	28767	 	1570353166	 	Write Well Spelling Teacher Guide 1
	 	$	11.25	 	 	2000	 	 	 	 
	NM	 	2004	 	2010	 	Sopris	 	28775	 	1570353174	 	Write Well Spelling Teacher Guide 2
	 	$	11.25	 	 	2000	 	 	 	 
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	6 Packs of Each of the 10 Level F Readers	 	$	269.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	A Bag for Dad 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	A Day With Mom 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	A Hug and Hot Chocolate 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	A Name For Baby 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	A Pet for Jed 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	A Place Called Heartbreak 10 Pack	 	$	86.35	 	 	 	 	NYSTL Adoption







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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	A Place Called Heartbreak 10 Pack With Teacher’s E	 	$	161.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	A Place Called Heartbreak Student Handbook 10 Pack	 	$	79,87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	A Tad pole at the Lake 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	A Trip to the Circus 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	A Very Bad Day 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	A Walk in the Desert 10 Pack	 	$	172.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	A Walk in the Desert Chapter Book 10 Pack	 	$	86.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	A Walk in the Desert Student Handbook 10 Pack	 	$	85.27	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	A Walk in the Desert Teacher’s Edition	 	$	10.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Africa & You Big Book	 	$	45.31	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Africa & You Little Book 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	All About Dinosaurs 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	All About Me Big Book Theme Package 1	 	$	215.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	All About You Big Book	 	$	45.31	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	All About You Little Book 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	All For The Better 10 Pack	 	$	161.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	All For The Better Chapter Book 10 Pack	 	$	86.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	All For the Better Student Handbook 10 Pack	 	$	85.27	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Alphabet Chart	 	$	9.67	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Alphabet Poster Set with Teacher Guide	 	$	64.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Amazing Aunt Agatha Big Book	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Amazing Aunt Agatha Little Books 6 Pack	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Antes Habia Doce 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	At the Zoo 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Bears, Ten By Ten 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Better Than You Think 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Big Book Tote Bag	 	$	13.99	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Big Book Tote Bag 2 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Book 1 Families Student Edition	 	$	18.31	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Book 1 Neighborhoods Student Edition	 	$	18.31	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Book 2 Families Student Edition	 	$	18.31	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Book 2 Neighborhoods Student Edition	 	$	18.31	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Bug in the Bathtub 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Building a Dream 10 Pack	 	$	161.95	 	 	 	 	NYSTL Adoption






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Building A Dream Chapter Book 10 Pack	 	$	86.35	 	 	 	 	NYSTL Adoption  
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Building a Dream Student Handbook 10 Pack	 	$	85.27	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Busy Toes Big Book	 	$	. 32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Busy Toes Little Books 6 Pack	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Can You Keep A Secret? 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Celebramos EI 100 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Circles 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Circulos 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Como Usamos EI Dinero 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adaption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Con Mi Hermano Little Book 20 Pack	 	$	150.07	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Con Mi Hermano/With My Brother Big Book	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Con Mi Hermano/With My Brother Little
Book 6 Pack	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Contamos Con Nuestros Amigos 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Contemos Las Monedas 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Counting Down Big Book	 	$	53.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Counting on Friends 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Cuadrados 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Cual Es La Siguiente? 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Cual Es Mas? 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Cual Es? 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Cuales Van Juntos? 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Cuantos Faltan? 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Cuantos Hay En Total? 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Cuantos Son Cincuenta? 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Cuantos? Big Book	 	$	45.31	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Days of Courage Chapter Book 10 Pack	 	$	86,35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Days of Courage Student Handbook 10 Pack	 	$	85.27	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Days of Courage with Teacher Guide 10 Pack	 	$	161.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Decenas Y Unidades Juantes 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Dedos De Cinco En Cinco 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Dentro Y Fuera De La Caja 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Did You See Boo? 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Do You Like Me? 10 Pack	 	$	37.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Dog Ate My Homework Pad 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Doorbell Rang Big Book	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Doorbell Rang Little Books 6 Pack	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Down Mop Down 10 Pack	 	$	37.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Early Reading Audio Cassettes Level A 4 Pack	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Early Reading Audio Cassettes Level B 4 Pack	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Early Reading Audio Cassettes Level C 4 Pack	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Early Reading Kindergarten Big Book Teacher’s Guide	 	$	17.23	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Early Reading Program Handwriting-Cursive Black Li	 	$	5.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Early Reading Program Kindergarten Student Skills li	 	$	43.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Early Reading Teacher Edition Level A Units 1-5	 	$	53.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Early Reading Teacher Edition Level A Units 6-10	 	$	53.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Early Reading Teacher Edition Level B Units 1-5	 	$	53.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Early Reading Teacher Edition Level B Units 6-10	 	$	53.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Early Reading Transition Program Intensive Course	 	$	427.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Earth’s Fiery Fury 10 Pack	 	$	79.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Earth’s Fiery Fury 10 Pack With Teacher Guide	 	$	183.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Earth’s Fiery Fury Chapter Book 10 Pack	 	$	97.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Earth’s Fiery Fury Teacher’s Edition	 	$	10.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	El Juego De Las Formas 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	El Misterio De Las Medidas 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	El Numero Cinco 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	El Numero Cuatro 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	El Numero Diez 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	El Numero Doce 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	El Numero Dos 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	El Numero Impar Trece 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	El Numero Nueve 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	El Numero Ocho 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	El Numero Once 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	El Numero Seis 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	El Numero Siete 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	El Numero Tres 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	El Numero Uno 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	ELL Kindergarten Program	 	$	215.95	 	 	 	 	NYSTL Adoption






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level A Student Handbook	 	$	9.67	 	 	 	 	NYSTL Adoption  
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level A Student Handbook 10 Pack	 	$	80.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level A Students Kit With 5 Story Paper	 	$	323.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level A Students Kit With Color Reader	 	$	394.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level A Teacher Guide	 	$	43.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level B Student Handbook	 	$	9.67	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level B Student Handbook 10 Pack	 	$	80.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level B Students Kit With 5 Story Paper	 	$	323.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level B Students Kit With Color Reader	 	$	394.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level B Teacher Guide	 	$	43.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level C Student Handbook	 	$	9.67	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level C Student Handbook 10 Pack	 	$	80.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level C Student Kit With 5 Story Paper	 	$	323.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level C Students Kit With Color Reader	 	$	394.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level C Teacher Guide	 	$	43.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level D Student Handbook	 	$	9.67	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level D Student Handbook 10 Pack	 	$	80.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level D Students Kit With 5 Story Paper	 	$	323.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level D Students Kit With Color Reader	 	$	399.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level D Teacher Guide	 	$	43.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level E Student Handbook	 	$	9.67	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level E Student Handbook 10 Pack	 	$	80.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level E Student Kit With 5 Story Paper	 	$	323.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level E Student Kit With Color Reader	 	$	399.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level E Teacher Guide	 	$	43.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level F Student Handbook	 	$	9.67	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level F Student Handbook 10 Pack	 	$	80.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level F Student Kit 10 Pack	 	$	323.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fast Forward Level F Student Kit With Color Reader	 	$	399.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Feast for Ten Big Book	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Feast for Ten Little Books 6 Pack	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Feet Go Two By Two 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Figuras Big Book	 	$	50.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fingers Go Five By Five 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption












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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Fractions Big Book	 	$	50.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Friends and Families Big Book Theme Package 2	 	$	181.39	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Friends and Their Pets Level C 1-5 6 Pack	 	$	50.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Friends Are Full of Surprises Level B 6-10 6 Pack	 	$	50.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Friends Are Loyal Level F 6-10 6 Pack	 	$	63.67	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Friends Get Together Level B 1-5 6 Pack	 	$	50.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Friends Go Places Level C 6-10 6 Pack	 	$	50.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Friends Have Fun Level A 6-10 6 Pack	 	$	50.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Friends Help Each Other Level D 1-5 6 Pack	 	$	63.67	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Friends Learn From Each Other Level E 6-10 6 Pack	 	$	63.67	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Friends Share Adventures Level D 6-10 6 Pack	 	$	63.67	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Friends Solve Problems Level F 1-5 6 Pack	 	$	63.67	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Friends Work As A Team Level E 1-5 6 Pack	 	$	63.67	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	From Ten To One Hundred Big Book	 	$	53.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	From Twenty To Fifty Big Book	 	$	50.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Game Day 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Gasto Monedas De Diez Una A Una 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Get Down From That Vine 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Get Rid of That Dog 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Gira A La Izquierda Gira A La Derecha 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Glide, Frog, Glide! 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Good Times At the Lake 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Growing Vegetable Soup Big Book	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Growing Vegetable Soup Little Book 6 Pack	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Hagamos Doce Bolsitas De Fiesta 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Half is Fair 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Happiness Is Having Friends 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Have you Met My Pet? 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Home and Community Big Book Theme Package 3	 	$	159.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Horse Show 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	How Do We Use Money? 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	How Many Are Missing? 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	How Many Groups Big Book	 	$	50.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	How Many In All? 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption







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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	How Many is Fifty? 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	How Many Now? Big Book	 	$	53.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	How Many? How Much? Big Book	 	$	45.31	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Hungry Plants 10 Pack	 	$	140.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Hungry Plants 10 Pack	 	$	140.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Hungry Plants Chapter Book 10 Pack	 	$	53.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Hungry Plants Student Handbook 10
Pack	 	$	85.27	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Hungry Plants Teacher Guide	 	$	10.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Hurricanes 10 Pack	 	$	140.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Hurricanes Chapter Book 10 Pack	 	$	86.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Hurricanes Student Handbook 10 Pack	 	$	85.27	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Hurricanes Teacher Guide	 	$	10.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	I am Ben 10 Pack	 	$	37.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	I Don’t Want To Scare You 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	I Had a Hippo 6 Pack	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	I’ll Catch The Moon 6 Pack	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	I’ll Catch The Moon Big Book	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	In And Out of the Toy Box 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Is Boo With You? 10 Pack	 	$	37.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Is Tasha Up? 10 Pack	 	$	37.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	It’s About Time 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Just a Little 10 Pack	 	$	37.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Kente Colors 10 Pack	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Kente Colors Big Book	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Kindergarten Little Readers 10 Pack	 	$	269.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Kindergarten Standardized Practice
Test 10 Pack	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Kindergarten Student Kit 10 Pack	 	$	1,075.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Kindergarten Student Kit 20 Pack	 	$	1,619.19	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Kindergarten Teacher Edition
Volume 1 Units 1-8	 	$	21.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Kindergarten Teacher Edition
Volume 2 Units 9-16	 	$	21.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Kindergarten Teacher Edition
Volume 3 Units 17-24	 	$	21.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Kindergarten Teacher Edition
Volume 4 Units 25-32	 	$	21.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	La Causa & Days Of Courage 6 Pack	 	$	642.60	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	La Causa Chapter Book 10 Pack	 	$	86.35	 	 	 	 	NYSTL Adoption







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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title 	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	La Causa Chapter Book 10 Pack With Teacher
Guide	 	$	161.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	La Causa Student Handbook 10 Pack	 	$	79.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	La Simetria 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Lean Mean Pizza Machine	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Let’s Share 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Letter Cards 10 Pack	 	$	43.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Letter Cards 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Level A Student Kit 20 Pack	 	$	971.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Level A Student Kit 6 Pack	 	$	647.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Level B 10 Titles, 6 Copies of Each	 	$	215.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Level B Student Kit 20 Pack	 	$	971.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Level B Student Kit 6 Pack	 	$	647.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Level C 10 Titles, 6 Copies Each	 	$	215.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Level C Student Kit 20 Pack	 	$	971.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Level C Student Kit 6 Pack	 	$	647.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Level D 10 Titles, 6 Copies Each	 	$	269.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Level D Student Kit 20 Pack	 	$	950.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Level E 10 Titles, 6 Copies Each	 	$	269.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Level E Student Kit 20 Pack	 	$	950.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Level F Student Kit 20 Pack	 	$	950.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Life With Max Big Book	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Life With Max Little Book 6 Pack	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Little Readers Level A 10 Titles, 6 Copies Each	 	$	215.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Looking At Shapes Big Book	 	$	53.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Los Numeros Level 10-12 Big Book	 	$	45.31	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Los Numeros Level 1-5 Big Book	 	$	53.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Los Numeros Level 6-9 Big Book	 	$	50.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Los Perritos Vienen Y Van 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Lost And Found 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Make My Day 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Make The Best Of it 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Making Twelve Party Bags 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Marta Stays Over 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Bridges Blue Level Kit for 20 With 1
Teacher’s	 	$	292.63	 	 	 	 	NYSTL Adoption







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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Bridges Blue Level Student Edition	 	$	15.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Bridges Blue Level Student Edition	 	$	15.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Bridges Blue Level Student Edition 10 Pack	 	$	137.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Bridges Blue Level Teacher Edition	 	$	21.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Bridges Gold Level Kit for 20 With 1 Teacher’s	 	$	292.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Bridges Gold Level Student Edition	 	$	15.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Bridges Gold Level Student Edition 10 Pack	 	$	137.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Bridges Green Level Kit for 20 With 1 Teacher’s	 	$	292.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Bridges Green Level Student Edition	 	$	15.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Bridges Green Level Student Edition	 	$	15.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Bridges Green Level Student Edition 10 Pack	 	$	137.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Bridges Green Level Teacher Edition	 	$	21.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Bridges Red Level	 	$	15.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Bridges Red Level Kit for 20 With 1 Teacher’s E	 	$	292.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Bridges Red Level Student Edition	 	$	15.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Bridges Red Level Student Edition 10 Pack	 	$	137.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Bridges Red Level Teacher’s Edition	 	$	21.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Readers Big Book Super Pack Level A Red	 	$	280.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Readers Big Books Super Pack Level B Yellow	 	$	518.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Readers Level A Red 24 Titles, 6 Copies Each	 	$	529.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Readers Level A Red Complete Set	 	$	593.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Readers Level A Red Complete Set Spanish	 	$	572.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Readers Level A Red Student Kit 24 Titles, 1 C	 	$	97.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Readers Level A Red Student Kit 24 Titles, 1 C	 	$	97.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Readers Level A Red Student Kit 24 Titles, 6 C	 	$	529.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Readers Level A Teacher’s Guide	 	$	17.23	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Readers Level B Complete Set Spanish	 	$	593.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Readers Level B Yellow Complete Set	 	$	615.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Readers Level B Yellow Student Kit 24 Titles, 1	 	$	97.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Readers Level B Yellow Student Kit 24 Titles, 1	 	$	97.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Readers Level B Yellow Student Kit 24 Titles, 6	 	$	550.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Math Readers Level B Yellow Student Kit 24 Titles, 6	 	$	550.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Meet New Friends Level A 1-5 6 Pack	 	$	50.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Metro Bridges Gold Teacher’s Edition	 	$	21.55	 	 	 	 	NYSTL Adoption







Page 72 of 124












 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Metro ELL Grade 1 Program	 	$	194.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Metro Math Readers Teacher’s Guide Level B	 	$	17.23	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Metro Reading Kindergarten ELL Program Lap Book	 	$	118.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Mira Con Cuidado! Big Book	 	$	50.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Money Big Book	 	$	53.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Money Counts 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Multicultural Big Books (20 Books)	 	$	585.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Friends Big Book	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Friends Little Books 6 Pack	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Letter Book 10 Pack	 	$	86.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Letter Book 10 Pack And Teacher Guide	 	$	89.59	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Letter Book Teacher’s Guide	 	$	7.51	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Literature Book Anthology Level A	 	$	23.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Literature Book Anthology Level B	 	$	23.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Literature Book Anthology Level C	 	$	23.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Literature Book Anthology Level D	 	$	23.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Literature Book Anthology Level E	 	$	23.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Literature Book Anthology Level F	 	$	23.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Literature Book Level A 6 Pack	 	$	159.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Literature Book Level B 6 Pack	 	$	159.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Literature Book Level D 6 Pack	 	$	194.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Literature Book Level E 6 Pack	 	$	194.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Literature Book Level F 6 Pack	 	$	194.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Literature Book Teacher Guide Level A	 	$	16.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Literature Book Teacher Guide Level B	 	$	16.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Practice Book Level A 6 Pack	 	$	43.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Practice Book Level B 6 Pack	 	$	43.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Practice Book Level C 6 Pack	 	$	43.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Practice Book Level D 6 Pack	 	$	43.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Practice Book Level E 6 Pack	 	$	43.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	My Practice Book Level F 6 Pack	 	$	43.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	No! Not Again 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Odd Number Thirteen 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Once There Were Twelve 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption






Page 73 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	One Afternoon Big Book	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	One Afternoon Little Book 6 Pack	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	One Little Tooth 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Oscar Asked “Why?” Big Book	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Oscar Asked “Why?” Little Book 6 Pack	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Osceola & A Place Called Heartbreak 8 Pack	 	$	642.60	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Osceola 10 Pack With 1 Teacher’s Edition	 	$	161.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Osceola Chapter Book 10 Pack	 	$	86.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Osceola Student Handbook 10 Pack	 	$	79.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Ositos De Diez En Diez 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Paso A Paso Resolucion De Problemas 1 10 Student	 	$	105.83	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Paso A Paso Resolucion De Problemas 1 20 Student	 	$	215.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Paso A Paso Resolucion De Problemas 1 Spanish S	 	$	10.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Paso A Paso Resolucion De Problemas 2 (20 Student	 	$	215.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Paso A Paso Resolucion De Problemas 2 Spanish S	 	$	10.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Paso A Paso Resolucion De Problemas 3	 	$	11.44	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Paso A Paso Resolucion De Problemas 3 (10 Student	 	$	114.43	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Paso A Paso Resolucion De Problemas 3 (20 Student	 	$	242.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Pen Pals 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	People Around You Big Book	 	$	45.31	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	People Around You Little Book 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Pet Show Big Book	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Pet Show 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Pet Show Little Book 6 Pack	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Pies De Dos En Dos 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Polar Bear, Polar Bear, What Do You Hear? Big Book	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Polar Bear, Polar Bear, What Do You Hear? Little Book	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 1 10 Complete Student Kit	 	$	105.83	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 1 10 Student Instruction Kit	 	$	95.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 1 20 Student Kit With Teacher’	 	$	215.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 1 6 Student Kit	 	$	51.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 1 Pre/Post Tests 6 Student Kit	 	$	61.51	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 1 Pretest/Posttest 10 Pack	 	$	10.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 1 Student Worktext	 	$	10.35	 	 	 	 	NYSTL Adoption






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 1 Teacher’s Edition	 	$	17.23	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 2 10 Complete Student Kit	 	$	105.83	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 2 10 Student Instruction Kit	 	$	95.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 2 20 Student Kit With Teacher’	 	$	215.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 2 6 Student Kit	 	$	51.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 2 6 Student Kit	 	$	51.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 2 Pretest/Posttest 10 Pack	 	$	10.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 2 Student Worktext	 	$	10.36	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 2 Teacher’s Edition	 	$	17.23	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 3 10 Student Kit	 	$	114.43	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 3 20 Student Kit With Teacher’	 	$	242.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 3 6 Student Kit	 	$	67.99	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 3 6 Student Kit	 	$	58.27	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 3 Pre/Post Tests 10 Pack	 	$	10.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 3 Student Worktext	 	$	11.44	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 3 Teacher’s Edition	 	$	17.23	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 4 10 Student Instruction Kit	 	$	114.43	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 4 10 Student Kit	 	$	114.43	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 4 20 Student Kit With Teacher’	 	$	242.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 4 6 Student Kit	 	$	67.99	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 4 6 Student Kit	 	$	58.27	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 4 Pre/Post Tests 10 Pack	 	$	10.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 4 Student Worktext	 	$	11.44	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 4 Teacher’s Edition	 	$	17.23	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 5	 	$	242.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 5 10 Student Instruction Kit	 	$	114.43	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 5 10 Student Kit	 	$	242.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 5 6 Student Kit	 	$	67.99	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 5 Pre/Post Tests 10 Pack	 	$	10.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 5 Student Worktext	 	$	11.44	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 5 Teacher’s Edition	 	$	17.23	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 6 10 Student Instruction Kit	 	$	114.43	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 6 10 Student Kit	 	$	114.43	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 6 20 Student Kit With Teacher’	 	$	242.95	 	 	 	 	NYSTL Adoption






Page 75 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 6 6 Student Kit	 	$	67.99	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 6 6 Student Kit	 	$	58.27	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 6 Pre/Post Tests 10 Pack	 	$	10.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 6 Student Worktext	 	$	11.44	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 6 Teacher’s Edition	 	$	17.23	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 7 10 Student Instruction Kit	 	$	124.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 7 10 Student Kit	 	$	124.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 7 20 Student Kit With
Teacher’	 	$	266.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 7 6 Pack	 	$	71.23	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 7 Pre/Post Tests 10 Pack	 	$	10.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 7 Student Worktext	 	$	12.52	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 7 Teacher’s Edition	 	$	17.23	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 7 Teacher’s Edition	 	$	91.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 7 Teacher’s Edition	 	$	77.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 8 10 Student Instruction Kit	 	$	124.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 8 10 Student Kit	 	$	124.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 8 20 Student Kit With
Teacher’	 	$	266.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 8 6 Pack	 	$	71.23	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 8 6 Student Kit	 	$	91.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 8 6 Students	 	$	77.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 8 Pre/Post Tests 10 Pack	 	$	10.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 8 Student Edition	 	$	12.52	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 8 Student Worktext	 	$	12.52	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 8 Teacher’s Edition	 	$	17.23	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Problem Solving Step 8 Teacher’s Edition	 	$	85.27	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Puppies In, Puppies Out 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Que Dos Cosas Son Iguales? 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Que Es Una Mitad? 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Qulen Faita? 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Reading Assessment Level A 10 Pack	 	$	43.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Reading Assessment Level B 10 Pack	 	$	43.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Reading Assessment Level C 10 Pack	 	$	43.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Reading Assessment Level D 10 Pack	 	$	43.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Reading Assessment Level E 10 Pack	 	$	43.15	 	 	 	 	NYSTL Adoption







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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Reading Assessment Level F 10 Pack	 	$	43.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Reading Intervention Level A 10 Student Kit	 	$	334.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Reading Intervention Level B 10 Student Kit	 	$	334.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Reading Intervention Level C 10 Student Kit	 	$	334.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Reading Intervention Level D 10 Student Kit	 	$	377.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Reading Intervention Level E 10 Student Kit	 	$	377.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Reading Intervention Level F 10 Student Kit	 	$	377.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Reading Placement Test 1	 	$	10.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Reading Placement Test 2	 	$	10.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Reading Placement Test 3	 	$	10.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Reading Standardized Kindergarten Practice Test 10	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Rectangles 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Rectangulos 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Road Builders Big Book	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Road Builders Little Books 6 Pack	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Rows and Rows Of Marigolds 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	School To Home Bags 10 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	School To Home Bags 6 Pack	 	$	18.31	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Shapes Big Book	 	$	50.71	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Sharing and Caring Big Book Theme Package 4	 	$	181.39	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Side By Side 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Sidewalk Fun 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Skip Counting Big Book	 	$	53.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Slide and Ride 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Social Studies Big Book Super Pack	 	$	323.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Social Studies Big Books 1-3 Teacher Edition	 	$	16.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Social Studies Big Books 4-6 Teacher’s Edition	 	$	16.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Spending Dimes One At A Time 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Squares 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Star Factories 10 Pack	 	$	183.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Star Factories Chapter Book 10 Pack	 	$	97.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Star Factories Student Handbook 10 Pack	 	$	79.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Star Factories Teacher’s Edition	 	$	10.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Symmetry 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption







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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	Take A Closer Look Big Book	 	$	50.71	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	Tales From the Underground Railroad	 	$	642.60	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	Tales From the Underground Railroad 10 Pack	 	$	161.95	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	Tales From the Underground Railroad Chapter Book	 	$	 86.35	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	Tales From the Underground Railroad Student Hand	 	$	85.27	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	Teacher Activity Book Levels D-F	 	$	10.75	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	Tenement Writer Student Handbook 10 Pack	 	$	85.27	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	Tens and Ones Together 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Best Pizza Place 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Doorbell Rang Big Book	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Doorbell Rang Little Books 6 Pack	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Fourth Little Pig Big Book	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Fourth Little Pig Little Book 6 Pack	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Marvelous Toy Big Book	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Marvelous Toy Little Book 6 Pack	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Measurement Mysteries 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Newspaper 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Number Eight 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Number Eleven 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Number Five 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Number Four 6 Pack	 	$	 25.87	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Number Nine 6 Pack 	 	$	 25.87	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Number One 6 Pack	 	$	 25.87	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Number Seven 6 Pack	 	$	 25.87	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Number Six 6 Pack	 	$	 25.87	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Number Ten 6 Pack	 	$	 25.87	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Number Three 6 Pack	 	$	 25.87	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Number Twelve 6 Pack	 	$	 25.87	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Number Two 6 Pack	 	$	 25.87	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Numbers 10-12 Big Book	 	$	 45.31	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Numbers 1-5 Big Book	 	$	 53.95	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Numbers 6-9 Big Book 	 	$	50.71	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The School Band 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	 	2004	 	 	 	 	Metro	 	 	 	 	 	The Shape Game 6 Pack	 	$	28.95	 	 	 	 	NYSTL Adoption






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	The Sidewalk Toy Stand 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	The Sitter 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	The Surprise Birthday 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	The Tenement Writer & Building A Dream	 	$	642.60	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	The Tenement Writer 10 Pack With Teacher’s Edition	 	$	161.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	The Tenement Writer Chapter Book 10 Pack	 	$	85.27	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	The Tools We Use Big Book	 	$	45.31	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	The Tools We Use Little Book 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	The Treasure in the Attic 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	The Ultimate Field Trip 10 Pack	 	$	172.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	The Ultimate Field Trip Chapter Book 10 Pack	 	$	86.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	The Ultimate Field Trip Student Handbook 10 Pack	 	$	85.27	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	The Ultimate Field Trip Teacher’s Edition	 	$	10.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	These Lands Are Ours 10 Pack With Teacher’s Guide	 	$	161.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	These Lands Are Ours Chapter Book 10 Pack	 	$	86.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	These Lands Are Ours Student Handbook 10 Pack	 	$	85.27	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	They Shall Be Heard 10 Pack With Teacher’s Guide	 	$	161.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	They Shall Be Heard Chapter Book 10 Pack	 	$	86.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	They Shall Be Heard Student Handbook 10 Pack	 	$	79.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	They Thought They Saw Him 6 Pack	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	They Thought They Saw Him Big Book	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	This Place Could Shine 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Three Pigs and A Wolf 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Time and Measurement Big Book	 	$	53.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Today is Monday Big Book	 	$	32.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Today is Monday Little Book 6 Pack	 	$	49.63	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Triangles 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Triangulos 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Turn to the Left, Turn to the Right 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Twenty More Or Less 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Una Mitad Es Lo Justo 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Vamos A Compartir 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Veinte, Mas O Menos 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Walking For Freedom 10 Pack With Teacher’s Edition	 	$	161.95	 	 	 	 	NYSTL Adoption






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Walking For Freedom 5 Pack	 	$	642.60	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Walking For Freedom Chapter Book 10 Pack	 	$	86.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Walking For Freedom Student Handbook 10 Pack	 	$	85.27	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	We Celebrate 100 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	We Have Needs and Wants Big Book	 	$	45.31	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	We Have Needs and Wants Little Book 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	We Learn About the World Big Book	 	$	45.31	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	We Learn About the World Little Book 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	We’ll Always Be Friends 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	We’re Good At Chores 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	What Can Sam Do? 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	What Do You Know? 6 Pack	 	$	29.11	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	What It A Half? 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	What Was That? 10 Pack	 	$	37.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	When Justice Failed 10 Pack With Teacher’s Edition	 	$	161.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	When Justice Failed 7 Pack	 	$	642.60	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	When Justice Failed Chapter Book 10 Pack	 	$	86.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	When Justice Failed Student Handbook 10 Pack	 	$	79.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	When Will the Sun Come Out? 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Which Belong together 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Which One is It? 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Which One is More? 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Which One is Next? 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Which Two Are the Same? 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Who is Missing? 6 Pack	 	$	25.87	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	Ya Es Hora 6 Pack	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Metro	 	 	 	 	 	You Can Do A Lot With A Lot 6 Pack	 	$	24.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	25 Minutes to Better Behavior Teacher Problem So	 	$	43.45	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	50 Simple Ways to Make Teaching Mora Fun Book	 	$	18.65	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	A Road Map for Facilitating Collaboration Book	 	$	38.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	A.D.D. From A to Z Kit	 	$	107.25	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Administrator’s Desk Reference Behavior Management	 	$	104.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Algebra Readiness Assessment Booklet	 	$	5.45	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Algebra Ready Bundle Set/10 Part 1	 	$	154.00	 	 	 	 	NYSTL Adoption






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Algebra Ready Bundle Set/10 Part 2	 	$	154.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Algebra Ready Class Set Part 1 & 2	 	$	385.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Algebra Ready Teacher’s Guide Part 1	 	$	75.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Algebra Rescue Classroom Set/10	 	$	440.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Algebra Rescue Student Book Set/5	 	$	88.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Algebra Rescue Teacher’s Guide	 	$	97.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Algebra Rescue Teacher’s Resource	 	$	75.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Algebra Rescue Teacher’s Solutions	 	$	108.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Asperger syndrome: A Guide	 	$	30.80	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	BELLS (Building Early Literacy and Language Skills)	 	$	38.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Best Practices Book	 	$	28.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Better IEPs Book	 	$	28.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Building Self-Esteem in the Classroom Intermediate	 	$	41.25	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Building Self-Esteem in the Classroom Primary	 	$	41.25	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Bully Proofing: Administrative Guide To	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Bully Proofing: First Aid Set/10	 	$	18.70	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Bully Proofing: Middle School	 	$	42.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Bully Proofing Parent Book	 	$	14.25	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Bully Proofing: Teacher’s Manual	 	$	32.45	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Bully Proofing: Working with Victims	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	CBITS: Cognitive Behavior Intervention Book	 	$	32.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Collaborative Strategic Reading Book	 	$	27.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Cool Kids Basic Set	 	$	93.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Coping With Crisis: Lessons Learned	 	$	42.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Creating a Caring Classroom Book	 	$	38.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	DEC Personnel Prep	 	$	38.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	DEC Practices Program Assessment	 	$	22.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	DEC Recommended Practices	 	$	22.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	DIBELS: Administration and Scoring Guide	 	$	11.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	DIBELS: First Grade Classroom Set	 	$	64.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	DIBELS: Kindergarten Benchmark Scoring Booklets	 	$	22.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	DIBELS: Kindergarten Classroom Set	 	$	64.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	DIBELS: Kindergarten Phoneme Segmentation Flue	 	$	5.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	DIBELS: Kindergarten Replacement Set of Consum	 	$	38.50	 	 	 	 	NYSTL Adoption






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	DIBELS: Kindergarten Sound Fluency Progress	 	$	5.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	DIBELS: Oral Reading Fluency Progress	 	$	5.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	DIBELS: Second Grade Classroom Set	 	$	64.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	DIBELS: Third Grade Classroom Set	 	$	64.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	DIBELS: Word Use Fluency Progress	 	$	5.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Different is Not Bad, Different is the World Book	 	$	9.35	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	DRP Booklink	 	$	108.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Early Childhood Program Manual	 	$	16.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Effective Elementary Classroom Book	 	$	21.45	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Elementary/Middle School Program Manual	 	$	16.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Exceptions Book	 	$	24.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	First Step To Success Starter Kit	 	$	159.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Foundations 3 Module Set	 	$	1,094.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Functional Assessment of Academic Behavior Book	 	$	60.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Games and Activilies for Readers And Spellers Kit	 	$	151.25	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Get Em on Task Software With Manual	 	$	38.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Get on Top of iti Book	 	$	21.45	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Go Figure Student Workbook Set/5	 	$	30.80	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Going for the Gold Book	 	$	16.45	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Good Talking words Book	 	$	71.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Good Thinking Book	 	$	75.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Helping Kids Find Their Strengths Book	 	$	41.25	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Helping Kids Handle Conflict — Intermediate	 	$	40.70	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Helping Kids Handle Conflict — Primary	 	$	38.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Helping Kids Handle Put-Downs Book	 	$	38.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	How To Read With Your Children Educator Guide	 	$	14.25	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Ideas for inclusion Book	 	$	27.45	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Interventions: Manual/Binder/Booklets	 	$	88.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	KIDS Who Outwit Adults Book	 	$	24.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Langaugal Student Mastry Book A	 	$	11.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Langaugal Student Mastry Book B	 	$	11.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Langaugal Student Mastry Book C	 	$	11.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Langaugal Student Mastry Book D	 	$	11.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Langaugal Student Mastry Book E	 	$	11.15	 	 	 	 	NYSTL Adoption






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Langauge! Student Mastry Book F	 	$	11.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Langauge! Student Mastry Book G	 	$	11.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Langauge! Student Mastry Book H	 	$	11.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Langauge! Student Mastry Book I	 	$	11.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language and Literacy For English Learners	 	$	19.80	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Categories	 	$	54.45	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Classroom Set For 20 Students Level 1	 	$	1,802.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Classroom Set For 20 Students Level 2	 	$	1,802.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Classroom Set For 20 Students Level 3	 	$	1,802.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Elementary Teacher Training Kit	 	$	477.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Instructional Resource Guide	 	$	78.65	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Instructors Manual	 	$	82.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Instructor’s Manual Level 1	 	$	66.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Instructor’s Manual Level 2	 	$	66.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Instructor’s Manual Level 3	 	$	66.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! J & J Language Readers Answer Guide	 	$	15.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! J & J Language Readers Coloring Book/	 	$	25.45	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! J & J Language Readers Level 1	 	$	66.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! J & J Language Readers Level 2	 	$	66.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! J & J Language Readers Level 3	 	$	66.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! J & J Language Readers Posters	 	$	12.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! J & J Language Readers Vocabulary Car	 	$	35.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! J & J Language Readers Vocabulary Car	 	$	35.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Middle/High School Teacher Training Kit	 	$	634.65	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Morphemes for Meaning	 	$	47.80	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Plastic Tiles	 	$	11.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Pocket Chart	 	$	42.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Practice Student Book A	 	$	11.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Practice Student Book B	 	$	11.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Practice Student Book C	 	$	11.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Practice Student Book D	 	$	11.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Practice Student Book E	 	$	11.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Practice Student Book F	 	$	11.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Practice Teacher’s Edition	 	$	42.50	 	 	 	 	NYSTL Adoption






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Practice Workbook Blackline Masters	 	$	90.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Practice Workbook Set	 	$	47.19	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Roots	 	$	90.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Small Group Set Level 1	 	$	450.73	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Small Group Set Level 2	 	$	450.73	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Small Group Set Level 3	 	$	450.73	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Sort II	 	$	71.39	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Sounds And Letters Cards	 	$	35.09	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Sounds and Letters for Readers and Spe	 	$	30.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Speaking and Listening to the English La	 	$	54.45	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Speaking and Listening to the English La	 	$	211.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Speaking and Listening to the English La	 	$	181.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Student Mastry Book A Teacher’s Answer	 	$	15.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Student Mastry Book B Teacher’s Answer	 	$	15.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Student Mastry Book C Teacher’s Answer	 	$	15.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Student Mastry Book D Teacher’s Answer	 	$	15.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Student Mastry Book E Teacher’s Answer	 	$	15.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Student Mastry Book F Teacher’s Answer	 	$	15.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Student Mastry Book G Teacher’s Answer	 	$	15.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Student Mastry Book H Teacher’s Answer	 	$	15.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Student Mastry Book I Teacher’s Answer	 	$	15.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Student Mastry Books A-I	 	$	70.79	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Summative Tests Book A Student Edition	 	$	20.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Summative Tests Book B Student Edition	 	$	20.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Summative Tests Book C Student Edition	 	$	20.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Summative Tests Book D Student Edition	 	$	20.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Summative Tests Book E Student Edition	 	$	20.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Summative Tests Book F Student Edition	 	$	20.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Summative Tests Book G Student Edition	 	$	20.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Summative Tests Book H Student Edition	 	$	20.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Summative Tests Book I Student Edition	 	$	20.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Summative Tests Teacher’s Edition Level	 	$	17.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Summative Tests Teacher’s Edition Level	 	$	17.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Summative Tests Teacher’s Edition Level	 	$	17.75	 	 	 	 	NYSTL Adoption






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Language! Syllabus Advance Organizer	 	$	23.25	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	LETRS Participation Book Modules 4,5,6	 	$	31.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	LETRS Participation Book Modules 7,8,9	 	$	31.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Making Schools Safer and Violence Free Book	 	$	31.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Medication Fact Sheets Book	 	$	32.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Meeting Standards Book	 	$	27.45	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Multiple-intelligences Book	 	$	38.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	No Disposable KIDS Book	 	$	24.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	One Minute Academic Functional Assessment and I	 	$	24.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	PALS First Grade	 	$	32.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	PALS First Grade and Teacher Directed PALS Set	 	$	55.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	PALS Kindergarten	 	$	32.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	PALS Teacher Directed	 	$	21.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Parapro: Supporting the instructor	 	$	24.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Pareting Young Children Manual	 	$	52.80	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Please! Teach ALL of Me Book	 	$	21.45	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Powerful Struggles Book	 	$	27.45	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Practical Ideas for Students With Disabilities Book	 	$	42.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Project SLIDE Teacher’s Manual	 	$	26.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Reaching Out To Today’s Kids Book	 	$	14.25	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Read Well 1 Big Book of Alphabet Poems	 	$	31.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Read Well 1 Classroom Package (Plain Text Version	 	$	1,386.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Read Well 1 Comprehension and Skill Workbook Set	 	$	13.15	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Read Well 1 Plain Instructors Set	 	$	313.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Read Well 1 Plain Small Group Package	 	$	539.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Read Well Kindergarten Plain Classroom Set	 	$	1,969.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Rewards Plus Social Studies Student Book	 	$	10.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Rewards Plus Student Book Set	 	$	61.60	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Rewards Plus Teacher’s Guide	 	$	57.20	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Rewards Student Book	 	$	10.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Rewards Student Book Set/10	 	$	61.60	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Rewards Teacher Manual	 	$	57.20	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Rewards Video	 	$	22.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	RIDE	 	$	1,058.00	 	 	 	 	NYSTL Adoption






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Right on Course Book	 	$	38.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Safe, Supportive and Successful Schools Book	 	$	54.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	SenseAble Strategies Book	 	$	25.25	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Simple Ways to Make Teaching Math More Fun Book	 	$	18.65	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Smarts Resource Guide	 	$	24.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Social Competence and Character Book	 	$	33.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Spellography: Student Lesson Book A	 	$	38.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Spellography: Student Lesson Book B	 	$	38.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Spellography: Student Lesson Book C	 	$	38.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Spellography: Teacher Answer Guide Book A	 	$	22.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Spellography: Teacher Answer Guide Book B	 	$	22.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Spellography: Teacher Answer Guide Book C	 	$	22.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Spellography: Teacher Resource Guide	 	$	27.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Step Up to Writing Elementary Set	 	$	205.70	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Stepping Stones To Literacy Set	 	$	192.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Stop And Think Grades 2-3	 	$	75.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Stop and Think Grades 4-5	 	$	75.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Stop and Think Grades 6-8	 	$	75.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Strategies and Tactics for Effective Instruction Book	 	$	38.45	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Strategies That Make Learning Fun Book	 	$	27.45	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Substitutes Kit	 	$	214.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Teaching Cooperation Skills Book	 	$	41.25	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Teaching Friendship Skills — Intermediate	 	$	41.25	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Teaching Friendship Skills — Primary	 	$	41.25	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Teaching Kids and Adults with Autism Book	 	$	49.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Teaching Self-Management Strategies to Adolescence	 	$	24.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	TGIF: But What Will 1 Do on Monday? Book	 	$	29.65	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	TGIF: Making it Work on Monday Book	 	$	24.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	The Acting-Out Child Book	 	$	44.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	The Math Rescue Series: Resources for Computation	 	$	82.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	The New Teacher’s Survival Guide Book	 	$	32.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	The Self-Esteem Teacher Book	 	$	17.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	The Six Minute Solution Grades 3-8 And Remedial I	 	$	75.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	The Teacher’s Encyclopedia of Behavior Management	 	$	49.50	 	 	 	 	NYSTL Adoption






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	The Think Time Strategies for Schools Kit	 	$	49.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Time Savers for Educators Book	 	$	27.45	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	TIPS for Beginning Teachers Book	 	$	31.85	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Tough Class Discipline Kit	 	$	54.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Tough Kid Parent Book	 	$	27.45	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Tough Kid Social Skills	 	$	24.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Tough Kid Tool Box	 	$	21.45	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Tough Kid Without Toolbox	 	$	58.30	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Transitional Mathematics: Assessment Book Level 1	 	$	38.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Transitional Mathematics: Assessment Book Level 2	 	$	38.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Transitional Mathematics: Class Set/10 Level 1	 	$	495.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Transitional Mathematics: Class Set/10 Level 2	 	$	495.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Transitional Mathematics: Solutions Book Level 1	 	$	38.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Transitional Mathematics: Solutions Book Level 2	 	$	38.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Transitional Mathematics: Student Text Set/5 Level 1	 	$	209.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Transitional Mathematics: Student Text Set/5 Level 2	 	$	209.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Transitional Mathematics: Student Workbook Set/5 Level 1	 	$	38.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Transitional Mathematics: Student Workbook Set/5 Level 2	 	$	38.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Vocabulary Through Morphemes Set	 	$	64.90	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	W.A.G.E.S. Book	 	$	36.25	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	WatchWord Teacher’s Guide Win CD-ROM	 	$	49.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	WatchWord: Sound Blending Charts	 	$	16.50	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	WatchWord: Student Reader	 	$	33.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Why Don’t They Like Me? Book	 	$	23.10	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Working and Understanding Children	 	$	12.65	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Working Together VHS Video With Manual	 	$	28.55	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Write Well Spell & Handwriting Package	 	$	198.00	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	Write Well/Read Well Plain	 	$	32.95	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	YEC Monograph #1: Practical Ideas for Addressing	 	$	24.75	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	YEC Monograph #2: Natural Environment and Industry	 	$	13.20	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	YEC Monograph #3: Teaching Strategies	 	$	23.10	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	YEC Monograph #4: Assessment	 	$	13.20	 	 	 	 	NYSTL Adoption
	NY	 	2004	 	 	 	Sopris	 	 	 	 	 	YEC Monograph #5: Family Based Practices
	 	$	13.20	 	 	 	 	NYSTL Adoption






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	OK	 	2001	 	2007	 	Metro	 	81541	 	1581208243	 	Metro Social Studies — Living and Working Together Grade 1 Book 1 Families Blackline Masters
	 	$	14.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	81533	 	1581208200	 	Metro Social Studies — Living and Working Together Grade 1 Book 1 Families Student Edition
	 	$	14.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	81584	 	1581208251	 	Metro Social Studies — Living and Working Together Grade 1 Book 2 Families Blackline Masters
	 	$	14.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	81550	 	1581208219	 	Metro Social Studies — Living and Working Together Grade 1 Book 2 Blackline Student Edition
	 	$	14.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	90801	 	1581208340	 	Metro Social Studies — Living and Working Together Grade 2 Book 1 Neighborhoods Book Blackline Masters
	 	$	14.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	90780	 	1581208308	 	Metro Social Studies — Living and Working Together Grade 2 Book 1 Neighborhoods Student Edition
	 	$	14.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	90819	 	1581208316	 	Metro Social Studies — Living and Working Together Grade 2 Book 2 Neighborhoods Student Edition
	 	$	14.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	90827	 	1581208359	 	Metro Social Studies — Living and Working Together Grade 2 Book 2 Neighborhoods Blackline Masters
	 	$	14.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	73859	 	1581208286	 	Metro Social Studies-Living and Working Together Kindergarten Africa And You
	 	$	4.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	74296	 	158120826X	 	Metro Social Studies — Living and Working Together Kindergarten All About You
	 	$	4.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	73841	 	1581208022	 	Metro Social Studies — Living and Working Together Kindergarten Big Book Africa And You
	 	$	48.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	74270	 	1581208006	 	Metro Social Studies — Living and Working Together Kindergarten Big Book All About You
	 	$	48.95	 	 	1999	 	 	 	 






Page 88 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	OK	 	2001	 	2007	 	Metro	 	92005	 	1581208014	 	Metro Social Studies — Living and Working Together Kindergarten Big Book People Around You
	 	$	48.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	99354	 	1581208057	 	Metro Social Studies — Living and Working Together Kindergarten Big Book The Tools We Use
	 	$	48.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	101506	 	1581208030	 	Metro Social Studies — Living and Working Together Kindergarten Big Book We Have Needs and Wants
	 	$	48.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	101549	 	1581208049	 	Metro Social Studies — Living and Working Together Kindergarten Big Book We Learn About the World
	 	$	48.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	95257	 	158120809X	 	Metro Social Studies — Living and Working Together Kindergarten Blackline Masters 1
	 	$	14.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	95265	 	1581208103	 	Metro Social Studies — Living and Working Together Kindergarten Blackline Masters 2
	 	$	14.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	73867	 	1581208367	 	Metro Social Studies — Living and Working Together Kindergarten Cassette Tape Africa And You
	 	$	6.95	 	 	2000	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	74309	 	1581209762	 	Metro Social Studies — Living and Working Together Kindergarten Cassette Tape All About You
	 	$	6.95	 	 	2000	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	92030	 	1581209754	 	Metro Social Studies — Living and Working Together Kindergarten Cassette Tape People Around You
	 	$	6.95	 	 	2000	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	99362	 	1581208383	 	Metro Social Studies — Living and Working Together Kindergarten Cassette Tape The Tools We Use
	 	$	6.95	 	 	2000	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	101531	 	1581208375	 	Metro Social Studies — Living and Working Together Kindergarten Cassette Tape We Have Needs And Wants
	 	$	6.95	 	 	2000	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	101565	 	1581209991	 	Metro Social Studies — Living and Working Together Kindergarten Cassette Tape We Learn About the World
	 	$	6.95	 	 	2000	 	 	 	 






Page 89 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	OK	 	2001	 	2007	 	Metro	 	92013	 	1581208278	 	Metro Social Studies — Living and Working Together Kindergarten People Around You
	 	$	4.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	95185	 	1581208073	 	Metro Social Studies — Living and Working Together Kindergarten Teacher’s Edition 1
	 	$	14.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	95193	 	1581208081	 	Metro Social Studies — Living and Working Together Kindargarten Teacher’s Edition 2
	 	$	14.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	99371	 	1581209789	 	Metro Social Studies — Living and Working Together Kindergarten The Tools We Use
	 	$	4.95	 	 	1999	 	 	 	 
	OK	 	2001	 	2007	 	Metro	 	101514	 	1581209770	 	Metro Social Studies — Living and Working Together Kindergarten We Have Needs and Wants
	 	$	4.95	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	73445	 	1588307123	 	Metro Nonfiction Bookbag A Place Called Heartbreak Chapter Book 10 Pack
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	73429	 	1588303764	 	Metro Nonfiction Bookbag A Place Called Heartbreak Handbook and Tests 10 Pack
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	73437	 	1588306267	 	Metro Nonfiction Bookbag A Place Called Heartbreak Student Kit 10 Pack
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	73411	 	158830230X	 	Metro Nonfiction Bookbag A Place Called Heartbreak Teacher’s Guide
	 	$	—	 	 	2001	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	73672	 	1588305570	 	Metro Nonfiction Bookbag A Walk in the Desert Chapter
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	73752	 	1588305872	 	Metro Nonfiction Bookbag A Walk in the Desert Handbook
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	73701	 	1588305937	 	Metro Nonfiction Bookbag A Walk in the Desert Student
	 	$	159.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	73699	 	1588305813	 	Metro Nonfiction Bookbag A Walk in the Desert Teacher’s Guide
	 	$	—	 	 	2001	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	74368	 	1588307034	 	Metro Nonfiction Bookbag All for the Better Chapter Book
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	74430	 	1588303659	 	Metro Nonfiction Bookbag All for the Bettor Handbook
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	74333	 	1588306151	 	Metro Nonfiction Bookbag All for the Better Student Kit
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	74421	 	1588302253	 	Metro Nonfiction Bookbag All for the Better Teacher’s Guide
	 	$	—	 	 	2001	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	76831	 	1588307018	 	Metro Nonfiction Bookbag Building a Dream Chapter
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	76902	 	1588303667	 	Metro Nonfiction Bookbag Building a Dream Handbook
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	76814	 	158830616X	 	Metro Nonfiction Bookbag Building a Dream Student
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	76777	 	1588302261	 	Metro Nonfiction Bookbag Building a Dream Teacher’s Guide
	 	$	—	 	 	2001	 	 	 	 






Page 90 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	OK	 	2004	 	2010	 	Metro	 	78975	 	1588307085	 	Metro Nonfiction Bookbag Days of Courage Chapter
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	78941	 	1588303713	 	Metro Nonfiction Bookbag Days of Courage Handbook
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	78859	 	1588306216	 	Metro Nonfiction Bookbag Days of Courage Student
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	78895	 	158830227X	 	Metro Nonfiction Bookbag Days of Courage Teacher’s Guide
	 	$	—	 	 	2001	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	80055	 	1588305619	 	Metro Nonfiction Bookbag Earth’s Fiery Fury Chapter
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	80127	 	1588305910	 	Metro Nonfiction Bookbag Earth’s Fiery Fury Handbook
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	80143	 	158830597X	 	Metro Nonfiction Bookbag Earth’s Fiery Fury Student
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	80071	 	1588305856	 	Metro Nonfiction Bookbag Earth’s Fiery Fury Teacher’s Guide
	 	$	—	 	 	2001	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	84291	 	1588305562	 	Metro Nonfiction Bookbag Hungry Plants Chapter Book
	 	$	49.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	84312	 	1588305805	 	Metro Nonfiction Bookbag Hungry Plants Teacher’s Guide
	 	$	—	 	 	2001	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	84507	 	1588305597	 	Metro Nonfiction Bookbag Hurricanes! Chapter Book
	 	$	49.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	84443	 	1588305899	 	Metro Nonfiction Bookbag Hurricanes! Handbook and
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	84531	 	1588305953	 	Metro Nonfiction Bookbag Hurricanes! Student Kit 10
	 	$	129.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	84435	 	158830583X	 	Metro Nonfiction Bookbag Hurricanes! Teacher’s Guide
	 	$	—	 	 	2001	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	85551	 	1588307033	 	Metro Nonfiction Bookbag La Causa Chapter Book 10
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	78941	 	1588303713	 	Metro Nonfiction Bookbag La Causa Handbook and
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	85526	 	1588306224	 	Metro Nonfiction Bookbag La Causa Student Kit 10 Pack
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	85497	 	1588302288	 	Metro Nonfiction Bookbag La Causa Teacher’s Guide
	 	$	—	 	 	2001	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	91424	 	1588307050	 	Metro Nonfiction Bookbag Osceola Chapter Book 10 Pack
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	91395	 	1588303756	 	Metro Nonfiction Bookbag Osceola Handbook and Tests 10 Pack
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	91408	 	1588306259	 	Metro Nonfiction Bookbag Osceola Student Kit 10 Pack
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	91336	 	1588302296	 	Metro Nonfiction Bookbag Osceola Teacher’s Guide
	 	$	—	 	 	2001	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	95628	 	1588305589	 	Metro Nonfiction Bookbag Star Factories Chapter Book
	 	$	89.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	95708	 	1588305880	 	Metro Nonfiction Bookbag Star Factories Handbook
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	95716	 	1588305945	 	Metro Nonfiction Bookbag Star Factories Student Kit
	 	$	169.95	 	 	2003	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	OK	 	2004	 	2010	 	Metro	 	95695	 	1588305621	 	Metro Nonfiction Bookbag Star Factories Teacher’s Guide
	 	$	—	 	 	2001	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	97914	 	1588307042	 	Metro Nonfiction Bookbag Tales from the Underground
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	97885	 	1588303675	 	Metro Nonfiction Bookbag Tales from the Underground
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	97893	 	1588306178	 	Metro Nonfiction Bookbag Tales from the Underground
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	97842	 	1588302318	 	Metro Nonfiction Bookbag Tales from the Underground Railroad Teacher’s Guide
	 	$	—	 	 	2001	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	99266	 	1588307107	 	Metro Nonfiction Bookbag Tenement Writer Chapter
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	99311	 	1588303683	 	Metro Nonfiction Bookbag Tenement Writer Handbook
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	99320	 	1588306186	 	Metro Nonfiction Bookbag Tenement Writer Student
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	99258	 	1588302326	 	Metro Nonfiction Bookbag The Tenement Writer Teacher’s Guide
	 	$	—	 	 	2001	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	99514	 	1588307069	 	Metro Nonfiction Bookbag These Lands Are Ours Chapter
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	99549	 	1588303705	 	Metro Nonfiction Bookbag These Lands Are Ours Handbook
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	99493	 	1588306208	 	Metro Nonfiction Bookbag These Lands Are Ours Student
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	99485	 	1588302334	 	Metro Nonfiction Bookbag These Lands Are Ours Teacher’s Guide
	 	$	—	 	 	2001	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	99653	 	1588307077	 	Metro Nonfiction Bookbag They Shall Be Heard Chapter
	 	$	89.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	99573	 	158830373X	 	Metro Nonfiction Bookbag They Shall Be Heard Handbook
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	99629	 	1588306232	 	Metro Nonfiction Bookbag They Shad Be Heard Student
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	99565	 	1588302342	 	Metro Nonfiction Bookbag They Shall Be Heard Teacher’s Guide
	 	$	—	 	 	2001	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	100538	 	1588305600	 	Metro Nonfiction Bookbag Ultimate Field Trip Chapter
	 	$	89.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	100546	 	1588305902	 	Metro Nonfiction Bookbag Ultimate Field Trip Handbook
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	100511	 	1588305961	 	Metro Nonfiction Bookbag Ultimate Field Trip Student
	 	$	159.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	100503	 	1588305848	 	Metro Nonfiction Bookbag Ultimate Field Trip Teacher’s Guide
	 	$	—	 	 	2001	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	101451	 	1588307026	 	Metro Nonfiction Bookbag Walking for Freedom Chapter
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	101362	 	1588303691	 	Metro Nonfiction Bookbag Walking for Freedom Handbook
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	101371	 	1588306194	 	Metro Nonfiction Bookbag Walking for Freedom Student
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	101320	 	1588302350	 	Metro Nonfiction Bookbag Walking for Freedom Teacher’s Guide
	 	$	—	 	 	2001	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	101813	 	1588307115	 	Metro Nonfiction Bookbag When Justice Failed Chapter
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	101901	 	1588303748	 	Metro Nonfiction Bookbag When Justice Failed Handbook
	 	$	78.95	 	 	2003	 	 	 	 






Page 92 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	OK	 	2004	 	2010	 	Metro	 	101805	 	1588306240	 	Metro Nonfiction Bookbag When Justice Failed Student
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Metro	 	101792	 	1588302369	 	Metro Nonfiction Bookbag When Justice Failed Teacher’s Guide
	 	$	—	 	 	2001	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	70404	 	1570355436	 	Language! 3rd Edition Assessment Progress Indicators and Summative Tests Teacher’s Book A
	 	$	—	 	 	 	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	70261	 	1593182635	 	Language! 3rd Edition Book A Volume 1 Teacher’s Edition
	 	$	—	 	 	2004	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	70279	 	1593183135	 	Language! 3rd Edition Book A Volume 2 Teacher’s Edition
	 	$	—	 	 	 	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	70295	 	1593182643	 	Language! 3rd Edition Interactive Textbook A
	 	$	11.50	 	 	2004	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	 	 	1570355495	 	Language! 3rd Edition Morpheme for Meaning Cards
	 	$	65.00	 	 	2004	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	 	 	413990703675	 	Language! 3rd Edition Overhead Timer
	 	$	50.00	 	 	2004	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	 	 	1570355479	 	Language! 3rd Edition Placement Student Edition
	 	$	2.50	 	 	2004	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	 	 	1570355460	 	Language! 3rd Edition Placement Teacher’s Edition
	 	$	—	 	 	 	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	 	 	413992009126	 	Language! 3rd Edition Plastic Tiles
	 	$	7.00	 	 	2004	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	 	 	400090703759	 	Language! 3rd Edition Pocket Chart
	 	$	40.00	 	 	2004	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	 	 	1593183070	 	Language! 3rd Edition Sortegories CD-Rom
	 	$	55.00	 	 	2004	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	 	 	1570355487	 	Language! 3rd Edition Sounds and Letter Cards
	 	$	30.00	 	 	2004	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	70287	 	1593182627	 	Language! 3rd Edition Student Textbook A
	 	$	28.00	 	 	2004	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	 	 	1593183925	 	Language! 3rd Edition Transparencies and Templates
	 	$	25.00	 	 	2004	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	 	 	1593183089	 	Language! 3rd Edition Wods for Teachers CD-Rom
	 	$	48.00	 	 	2004	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	84321	 	1588305864	 	Metro Nonfiction Bookbag Hungry Plants Handbook
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	84339	 	1588305929	 	Metro Nonfiction Bookbag Hungry Plants Student Kit 10 Pack
	 	$	129.95	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37381	 	1570352461	 	Read Well Alphabet Rhyme Posters
	 	$	34.95	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	28804	 	1570353158	 	Read Well Big Book of Alphabet Poems
	 	$	28.95	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	36994	 	1570351899	 	Read Well Big Book Units 1-3
	 	$	21.95	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37006	 	1570353212	 	Read Well Big Book Units 4-6
	 	$	21.95	 	 	1999	 	 	 	 






Page 93 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	OK	 	2004	 	2010	 	Sopris	 	37137	 	1570352844	 	Read Well Classroom Package Plain Text
	 	$	1,260.00	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37145	 	1570352852	 	Read Well Classroom Package Slanted Text
	 	$	1,260.00	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37153	 	1570351651	 	Read Well Comp and Skill Workbook Masters Plain
	 	$	50.95	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37161	 	1570352496	 	Read Well Comp and Skill Workbook Masters Slanted
	 	$	50.95	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37532	 	1570352127	 	Read Well Comp/Skill Workbook 1 Plain
	 	$	4.75	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37541	 	1570352208	 	Read Well Comp/Skill Workbook 1 Slanted
	 	$	4.75	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37559	 	1570352135	 	Read Well Comp/Skill Workbook 2 Plain
	 	$	4.75	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37567	 	1570352216	 	Read Well Comp/Skill Workbook 2 Slanted
	 	$	4.75	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37575	 	1570352143	 	Read Well Comp/Skill Workbook 3 Plain
	 	$	4.75	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37583	 	1570352224	 	Read Well Comp/Skill Workbook 3 Slanted
	 	$	4.75	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	36951	 	1570353367	 	Read Well Comp/Skill Workbook Plain
	 	$	11.95	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	36960	 	1570353395	 	Read Well Comp/Skill Workbook Slanted
	 	$	11.95	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37217	 	1570351759	 	Read Well Decoding Folders Plain 6 Pack
	 	$	37.95	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37225	 	1570362151	 	Read Well Decoding Folders Slanted 6 Pack
	 	$	37.95	 	 	1999	 	 	 	 
	OK	 	2004	 	Z010	 	Sopris	 	37305	 	1570351864	 	Read Well Enlarged Decoding Folders Plain
	 	$	14.95	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37313	 	1570352240	 	Read Well Enlarged Decoding Folders Slanted
	 	$	14.95	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37276	 	1570352507	 	Read Well Homework Plus Extra Practice
	 	$	45.95	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37284	 	1570352429	 	Read Well Instructor’s Package Plain
	 	$	285.00	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37292	 	1570352437	 	Read Well Instructor’s Package Slanted
	 	$	285.00	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	54439	 	157035667X	 	Read Well K ABC Poem Posters
	 	$	39.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	54391	 	1570356548	 	Read Well K ABC Wall Cards Plain
	 	$	30.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	54383	 	1570356556	 	Read Well K ABC Wall Cards Slanted
	 	$	30.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	54877	 	1570356696	 	Read Well K Assessment Manual
	 	$	17.50	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	44716	 	1570356610	 	Read Well K Be A Star
	 	$	17.50	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	54842	 	1593180373	 	Read Well K CD of Songs
	 	$	15.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	44741	 	1570356645	 	Read Well K Celebrations
	 	$	17.50	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	60329	 	1593180985	 	Read Well K Children’s Literature Set
	 	$	200.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	55651	 	159318185X	 	Read Well K Classroom Package Plain
	 	$	975.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	55642	 	1593181868	 	Read Well K Classroom Package Slanted
	 	$	975.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	55651	 	1593181841	 	Read Well K Classroom Set Plain
	 	$	1,790.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	55642	 	1593181833	 	Read Well K Classroom Set Slanted
	 	$	1,790.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	44732	 	1570356837	 	Read Well K Down By the Sea
	 	$	17.50	 	 	2000	 	 	 	 






Page 94 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	OK	 	2004	 	2010	 	Sopris	 	 	 	1570356661	 	Read Well K Handwriting Posters Plain
	 	$	39.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	 	 	1570357943	 	Read Well K Handwriting Posters Slanted
	 	$	39.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	44724	 	1570355629	 	Read Well K How Does Your Garden Grow?
	 	$	17.50	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	60273	 	1593182899	 	Read Well K Magazine 1-20 6 Pack Plain
	 	$	90.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	60281	 	1593182902	 	Read Well K Magazine 1-20 6 Pack Slanted
	 	$	90.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	60257	 	1593182139	 	Read Well K Magazine A-F 6 Pack Plain
	 	$	25.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	60265	 	1593182147	 	Read Well K Magazine A-F 6 Pack Slanted
	 	$	25.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	54869	 	1570356688	 	Read Well K Pocket Chart Cards
	 	$	59.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	44708	 	1570356602	 	Read Well K Safe and Sound
	 	$	17.50	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	60311	 	1570356718	 	Read Well K Small Group Blending Cards
	 	$	39.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	60185	 	1593181817	 	Read Well K Small Group Package Plain
	 	$	625.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	60193	 	1593181825	 	Read Well K Small Group Package Slanted
	 	$	625.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	55407	 	1570356653	 	Read Well K Sound and Word Cards
	 	$	15.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	44687	 	1570356580	 	Read Well K Spiders, Worms and Bugs
	 	$	17.50	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	61647	 	1593181388	 	Read Well K Student Magazine 1-10 6 Pack Plain
	 	$	45.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	61655	 	159318140X	 	Read Well K Student Magazine 1-10 6 Pack Slanted
	 	$	45.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	61671	 	1593181396	 	Read Well K Student Magazine 11-20 6 Pack Plain
	 	$	45.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	61663	 	1593181418	 	Read Well K Student Magazine 11-20 6 Pack Slanted
	 	$	45.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	61436	 	1593181264	 	Read Well K Student Magazine A 6 Pack Plain
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	61495	 	1593181329	 	Read Well K Student Magazine A 6 Pack Slanted
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	61444	 	1593181272	 	Read Well K Student Magazine B 6 Pack Plain
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	61508	 	1593181337	 	Read Well K Student Magazine B 6 Pack Slanted
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	61452	 	1593181250	 	Read Well K Student Magazine C 6 Pack Plain
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	61516	 	1593181345	 	Read Well K Student Magazine C 6 Pack Slanted
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	61461	 	1593181299	 	Read Well K Student Magazine D 6 Pack Plain
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	61524	 	1593181353	 	Read Well K Student Magazine D 6 Pack Slanted
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	61479	 	1593181302	 	Read Well K Student Magazine E 6 Pack Plain
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	61532	 	1593181361	 	Read Well K Student Magazine E 6 Pack Slanted
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	61487	 	1593181310	 	Read Well K Student Magazine F 6 Pack Plain
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	61541	 	159318137X	 	Read Well K Student Magazine F 6 Pack Slanted
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	60775	 	1593180977	 	Read Well K Student Storybooks, Units 1-10
	 	$	19.50	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	60927	 	1593181051	 	Read Well K Student Storybooks, Units 11-20
	 	$	19.50	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	44695	 	1570356599	 	Read Well K There’s No Place Like Home
	 	$	17.50	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	60206	 	1593181728	 	Read Well K Training Package Plain
	 	$	365.00	 	 	2000	 	 	 	 






Page 95 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	OK	 	2004	 	2010	 	Sopris	 	60214	 	1593181736	 	Read Well K Training Package Slanted
	 	$	365.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	44679	 	1570356572	 	Read Well K Try, Try Again
	 	$	17.50	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	44661	 	1570356564	 	Read Well K What a Wonderful School
	 	$	17.50	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	54851	 	1593180652	 	Read Well K Whole Group Blending Cards
	 	$	39.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	64021	 	1593181663	 	Read Well K Workbook 1 Plain
	 	$	4.50	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	64055	 	1593181698	 	Read Well K Workbook 1 Slanted
	 	$	4.50	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	64039	 	1593181671	 	Read Well K Workbook 2 Plain
	 	$	4.50	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	64063	 	1593181701	 	Read Well K Workbook 2 Slanted
	 	$	4.50	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	64047	 	159318168X	 	Read Well K Workbook 3 Plain
	 	$	4.50	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	64071	 	159318171X	 	Read Well K Workbook 3 Slanted
	 	$	4.50	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	64080	 	1593182058	 	Read Well K Workbook Set Plain
	 	$	13.50	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	64098	 	1593182066	 	Read Well K Workbook Set Slanted
	 	$	13.50	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37233	 	1570352828	 	Read Well Small Group Set Plain
	 	$	490.00	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37241	 	1570352836	 	Read Well Small Group Set Slanted
	 	$	490.00	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37196	 	1570353360	 	Read Well Sound and Tricky Word Flash Cards
	 	$	11.95	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37401	 	1570351589	 	Read Well Student Storybook Set
	 	$	42.95	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37410	 	1570352488	 	Read Well Student Storybook Set Units 1-10
	 	$	19.95	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37428	 	1570353069	 	Read Well Student Storybook Set Units 11-38
	 	$	35.95	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37485	 	1570353379	 	Read Well Tricky Word Walt Cards
	 	$	22.95	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37452	 	1570352860	 	Read Well Workshop Supplement Plain Text
	 	$	1,045.00	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	37461	 	1570352879	 	Read Well Workshop Supplement Slanted Text
	 	$	1,045.00	 	 	1999	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	24053	 	1570358024	 	REWARDS Plus Application to Social Student Teacher’s Guide
	 	$	—	 	 	2003	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	24037	 	1570358036	 	REWARDS Plus Social Studies Student Book
	 	$	6.95	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	24045	 	1570358044	 	REWARDS Plus Social Studies Student Book 10 Pack
	 	$	56.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	24061	 	1570352720	 	REWARDS Student Book
	 	$	6.95	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	24029	 	1570359482	 	REWARDS Student Book 10 Pack
	 	$	56.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	23974	 	1570352712	 	REWARDS Teacher’s Guide
	 	$	—	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	24088	 	1570356181	 	REWARDS Video
	 	$	20.00	 	 	2000	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	65461	 	1593182600	 	Step Up to Writing 101 Reproducibles for Beginning
	 	$	35.00	 	 	2002	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	23296	 	157035524X	 	Step Up to Writing Classroom Reproducibles
	 	$	24.50	 	 	2002	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	29701	 	1570358109	 	Step Up to Writing Classroom Reproducibles Primary
	 	$	33.00	 	 	2002	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	 	 	41269161502	 	Step Up to Writing Elementary and Secondary Poster Sat
	 	$	36.00	 	 	2002	 	 	 	 






Page 96 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	OK	 	2004	 	2010	 	Sopris	 	 	 	1570358982	 	Step Up To Writing Elementary Set
	 	$	187.00	 	 	2002	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	23131	 	1570352577	 	Step Up To Writing Handy Pages Level 1 10 Pack
	 	$	25.00	 	 	2002	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	23149	 	1570352178	 	Step Up To Writing Handy Pages Level 2 10 Pack
	 	$	25.00	 	 	2002	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	23350	 	157035457X	 	Step Up To Writing Manual
	 	$	79.00	 	 	2002	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	23190	 	1570355142	 	Step Up To Writing Overhead Masters
	 	$	36.00	 	 	2002	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	29858	 	1570359245	 	Step Up To Writing Primary Poster Set
	 	$	36.00	 	 	2002	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	29719	 	1570359253	 	Step Up To Writing Primary Set
	 	$	140.00	 	 	2002	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	 	 	1570358990	 	Step Up To Writing Secondary Set
	 	$	197.00	 	 	2002	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	 	 	1570355401	 	 
	 	$	1.50	 	 	2004	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	 	 	1593182945	 	 
	 	$	3.50	 	 	2004	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	 	 	1593183097	 	 
	 	$	48.00	 	 	2004	 	 	 	 
	OK	 	2004	 	2010	 	Sopris	 	 	 	1593183151	 	 
	 	$	235.00	 	 	2004	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	23350	 	157035457X	 	Step Up To Writing Manual
	 	$	79.00	 	 	2002	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	23131	 	1570352577	 	Step Up To Writing Handy Pages Level 1 (pack of 10)
	 	$	25.00	 	 	2002	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	23149	 	1570352178	 	Step Up To Writing Handy Pages Level 2 (pack of 10)
	 	$	25.00	 	 	2002	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	29719	 	1570359253	 	Step Up To Writing Primary Set
	 	$	140.00	 	 	2002	 	 	 	 
	OK  .	 	2005	 	2011	 	Sopris	 	23317	 	1570358982	 	Step Up To Writing Elementary Set
	 	$	187.00	 	 	2002	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	23325	 	1570358990	 	Step Up To Writing Secondary Set
	 	$	197.00	 	 	2002	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	29858	 	1570359245	 	Step Up To Writing Primary Poster Set
	 	$	36.00	 	 	2002	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	 	 	41269161502	 	Step Up To Writing Elementary and Secondary Poster Set
	 	$	36.00	 	 	2002	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	23190	 	1570355142	 	Step Up Overhead Masters
	 	$	36.00	 	 	2002	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	29701	 	1570358109	 	Step Up To Writing Classroom Reproducibles Primary
	 	$	33.00	 	 	2002	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	23296	 	157035524X	 	Step Up To Writing Classroom Reproducibles
	 	$	24.50	 	 	2002	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	65461	 	1593182600	 	Spanish with English Translation
	 	$	35.00	 	 	2002	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	55651	 	1593181841	 	Read Well K Curriculum Classroom Set Plain
	 	$	1,790.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	55642	 	1593181833	 	Road Well K Curriculum Classroom Sat Slanted
	 	$	1,790.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	54391	 	1570356548	 	Road Well K ABC Wall Cards Plain Text
	 	$	30.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	54383	 	1570356556	 	Road Well K ABC Wall Cards Slanted Text
	 	$	30.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	54439	 	157035667X	 	Read Well K ABC Poem Posters
	 	$	39.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	54842	 	1593180373	 	Read Well K CD of Songs
	 	$	15.00	 	 	2000	 	 	 	 






Page 97 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	OK	 	2005	 	2011	 	Sopris	 	54851	 	1593180652	 	Read Well K Group Blending Cards
	 	$	39.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	54869	 	1570356688	 	Read Well K Pocket Chart Cards
	 	$	59.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	54877	 	1570356696	 	Read Well K Assessment Manual
	 	$	17.50	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	55407	 	1570356653	 	Read Well K Sound and Word Cards
	 	$	15.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	60311	 	1570356718	 	Read Well K Small Group Blending Cards
	 	$	39.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	60329	 	1593180985	 	Read Well K Children’s Literature Set
	 	$	200.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	60775	 	1593180977	 	Read Well K Student Story Books Units 1-10
	 	$	19.50	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	60927	 	1593181051	 	Read Well K Student Story Books Units 11-20
	 	$	19.50	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	60185	 	1593181817	 	Read Well K Small Group Package Plain Text
	 	$	625.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	60193	 	1593181825	 	Read Well K Small Group Package Slanted Text
	 	$	625.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	58528	 	1570356661	 	Read Well K Plain Handwriting Posters
	 	$	39.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	58536	 	1570357943	 	Read Well K Slant Handwriting Posters
	 	$	39.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	60169	 	159318185X	 	Read Well K Class Pack Plain Text
	 	$	975.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	60177	 	1593181868	 	Read Well K Class Pack Slanted Text
	 	$	975.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	44661	 	1570356564	 	Read Well K What a Wonderful School
	 	$	17.50	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	44679	 	1570356572	 	Read Well K Try, Try Again
	 	$	17.50	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	44687	 	1570356580	 	Read Well K Spiders, Worms and Bugs
	 	$	17.50	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	44695	 	1570356599	 	Read Well K There’s No Place Like Home
	 	$	17.50	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	44708	 	1570356602	 	Read Well K Safe and Sound
	 	$	17.50	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	44716	 	1570356610	 	Read Well K Be A Star
	 	$	17.50	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	44724	 	1570356629	 	Read Well K How Does Your Garden Grow?
	 	$	17.50	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	44732	 	1570356637	 	Read Well K Down By the Sea
	 	$	17.50	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	44741	 	1570356645	 	Read Well K Celebrations
	 	$	17.50	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	60257	 	1593182139	 	Read Well K Mag A-F Plain (set 6)
	 	$	25.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	60265	 	1593182147	 	Read Well K Mag A-F Slanted (set 6)
	 	$	25.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	60273	 	1593182899	 	Read Well K Mag 1-20 Plain (set 6)
	 	$	90.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	60281	 	1593182902	 	Read Well K Mag 1-20 Slanted (set6)
	 	$	90.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	61436	 	1593181264	 	Read Well K Stud Mag A Plain 6PK
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	61444	 	1593181272	 	Read Well K Stud Mag B Plain 6PK
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	61452	 	1593181280	 	Read Well K Stud Mag C Plain 6PK
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	61461	 	1593181299	 	Read Well K Stud Mag D Plain 6PK
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	61479	 	1593181302	 	Read Well K Stud Mag E Plain 6PK
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	61487	 	1593181310	 	Read Well K Stud Mag F Plain 6PK
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	61495	 	1593181329	 	Read Welt K Stud Mag A Slanted 6PK
	 	$	6.00	 	 	2000	 	 	 	 






Page 98 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	OK	 	2005	 	2011	 	Sopris	 	61508	 	1593181337	 	Read Well K Stud Mag B Slanted 6PK
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	61516	 	1593181345	 	Read Well K Stud Mag C Slanted 6PK
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	61524	 	1593181353	 	Read Well K Stud Mag O Slanted 6PK
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	61532	 	1593181361	 	Read Well K Stud Mag E Slanted 6PK
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	61541	 	159318137X	 	Read Well K Stud Mag F Slanted 6PK
	 	$	6.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	61647	 	1593181388	 	Read Well K Stu Mag 1-10 Plain 6PK
	 	$	45.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	61655	 	159318140X	 	Read Well K Stu Mag 1-10 Slanted 6PK
	 	$	45.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	61663	 	1593181418	 	Read Well K Stu Mag 11-20 Plain 6PK
	 	$	45.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	61671	 	1593181398	 	Read Well K Stu Mag 11-20 Slanted 6PK
	 	$	45.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	64021	 	1593181663	 	Read Well K Plain Workbook 1
	 	$	4.50	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	64039	 	1593181671	 	Read Well K Plain Workbook 2
	 	$	4.50	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	64047	 	159318168X	 	Read Well K Plain Workbook 3
	 	$	4.50	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	64055	 	1593181698	 	Read Well K Slanted Workbook 1
	 	$	4.50	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	64063	 	1593181701	 	Read Well K Slanted Workbook 2
	 	$	4.50	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	64071	 	159318171X	 	Read Well K Slanted Workbook 3
	 	$	4.50	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	64080	 	1593182058	 	Read Well K Set Plain WKBKS 1, 2, 3
	 	$	13.50	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	64098	 	1593182066	 	Read Well K Set Slanted WKBKS 1, 2, 3
	 	$	13.50	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	60206	 	1593181728	 	Read Well K Training PKG Plain
	 	$	365.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	60214	 	1593181736	 	Read Well K Training PKG Slanted
	 	$	365.00	 	 	2000	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37284	 	1570352429	 	Read Well 1 Plain Instructors Package
	 	$	285.00	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37292	 	1570352437	 	Read Well 1 Slanted instructors Package
	 	$	285.00	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37401	 	1570351589	 	Read Well 1 Student Storybook Set
	 	$	42.95	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37276	 	1570352607	 	Read Well 1 Homework Plus Extra Practices
	 	$	45.95	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	36994	 	1570351899	 	Read Well 1 Big Book Units 1-3
	 	$	21.95	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37006	 	1570353212	 	Read Well 1 Big Book Units 4-6
	 	$	21.95	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37217	 	1570351759	 	Read Well 1 BPK Plain Decoding Folders
	 	$	37.95	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37381	 	1570352461	 	Read Well 1 Alphabet Rhyme Posters 34 Post
	 	$	34.95	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	38804	 	1570353158	 	Read Well 1 Big Book of Alphabet Poems
	 	$	28.95	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	36951	 	1570353387	 	Read Well 1 Plain Comp/Skill Workbook
	 	$	11.95	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	36960	 	1570353395	 	Read Well 1 Slanted Comp/Skill Workbook
	 	$	11.95	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37137	 	1570352844	 	Read Well 1 Plain Text Classroom Package
	 	$	1,260.00	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37145	 	1570352852	 	Read Well 1 Slanted Text Classroom Package
	 	$	1,260.00	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37153	 	1570351651	 	Read Well 1 Plain Comp & Skill WKBK MSTRS
	 	$	50.95	 	 	1999	 	 	 	 






Page 99 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	OK	 	2005	 	2011	 	Sopris	 	37161	 	1570352496	 	Read Well 1 Slanted Comp & Skill WKBK MSTRS
	 	$	50.95	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37196	 	1570353360	 	Read Well 1 Sound & Tricky Word Flash Card
	 	$	11.95	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37225	 	1570352151	 	Read Well 1 6-PK Startled Decoding Folders
	 	$	37.95	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37233	 	1570352828	 	Read Well 1 Plain Small Group Package
	 	$	490.00	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37241	 	1570352836	 	Read Well 1 Slanted Small Group Package
	 	$	490.00	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37305	 	1570351864	 	Read Well 1 Plain Enlarged Decoding Folder
	 	$	14.95	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37313	 	1570352240	 	Read Well 1 Slanted Enlarged Decoding Folder
	 	$	14.95	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37410	 	1570352488	 	Read Well 1 Stu StoryBook Set 1, Units 1-10
	 	$	19.95	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37428	 	1570353069	 	Read Well 1 Stu StoryBook Set 2, Unit 11-38
	 	$	35.95	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37452	 	1570352860	 	Read Well 1 Plain Workshop Supplement-CLAS
	 	$	1,045.00	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37461	 	1570352879	 	Read Well 1 Slanted Workshop Supplement-CLAS
	 	$	1,045.00	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37495	 	1570353379	 	Read Well 1 Tricky Word Wall Cards
	 	$	22.95	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37532	 	1570352127	 	Read Well 1 Plain Text Comp/Skill WKBK 1
	 	$	4.75	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37559	 	1570352135	 	Read Well 1 Plain Text Comp/Skill WKBK 2
	 	$	4.75	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37575	 	1570352143	 	Read Well 1 Plain Text Comp/Skill WKBK 3
	 	$	4.75	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37541	 	1570352208	 	Read Well 1 Slanted Text Comp/Skill WKBK 1
	 	$	4.75	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37567	 	1570352216	 	Read Well 1 Slanted Text Comp/Skill WKBK 2
	 	$	4.75	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	37583	 	1570352224	 	Read Well 1 Slanted Text Comp/Skill WKBK 3
	 	$	4.75	 	 	1999	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	84339	 	1588305929	 	Hungry Plants 10 Student Kit
	 	$	129.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	84321	 	1588305864	 	Hungry Plants Handbook/Test 10 Pack
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	84291	 	1588305562	 	Hungry Plants Chapter Book 10 Pack
	 	$	49.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	74333	 	1588306151	 	All For The Better 10 Student Kit
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	74430	 	1588303659	 	All For The Better Handbook/Tests 10 Pack
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	74368	 	1588307034	 	All For The Better Chapter Book
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	76814	 	158830616X	 	Building A Dream 10 Student Kit
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	76902	 	1588303667	 	Building A Dream Handbook/Test 10 Pack
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	76831	 	1588307018	 	Building A Dream Chapter Book 10 Pack
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	73701	 	1588305837	 	Walk In The Desert 10 Student Kit
	 	$	159.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	73752	 	1588305872	 	Walk In The Desert Handbook/Test 10 Pack
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	73672	 	1588305570	 	Walk In The Desert Chapter Book 10 Pack
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	97893	 	1588306178	 	Tales From Undrgrnd Railroad 10 ST Kit
	 	$	149.95	 	 	2003	 	 	 	 






Page 100 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	OK	 	2005	 	2011	 	Sopris	 	97885	 	1588303675	 	Tales From Undrgrnd Railroad HNDBK/Tests 10 Pack
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	97914	 	1588307042	 	Tales From Undrgrnd Railroad Chapter Book 10 Pack
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	99320	 	1588306186	 	Tenement Writer 10 Student Kit
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	99311	 	1588303683	 	Tenement Writer Handbook/Tests 10 Pack
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	99266	 	1588307107	 	Tenement Writer Chapter Book 10 Pack
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	84531	 	1588305953	 	Hurricanes! 10 Student Kit
	 	$	129.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	84443	 	1588305899	 	Hurricanes! Handbook/Tests 10 Pack
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	84507	 	1588305597	 	Hurricanes! Chapter Book 10 Pack
	 	$	49.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	101371	 	1588306194	 	Walking for Freedom 10 Student Kit
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	101362	 	1588303691	 	Walking for Freedom Handbook/Tests 10 Pack
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	101451	 	1588307026	 	Walking For Freedom Chapter Book 10 Pack
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	99493	 	1588306208	 	These Lands Are Ours 10 Student Kit
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	99549	 	1588303706	 	These Lands Are Ours Handbook/Tests 10 Pack
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	99514	 	1588307069	 	These Lands Are Ours Chapter Book 10 Pack
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	100511	 	1588305961	 	Ultimate Field Trip 10 Student Kit
	 	$	159.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	100546	 	1588305902	 	Ultimate Field Trip Handbook/Tests 10 Pack
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	100538	 	1588305600	 	Ultimate Field Trip Chapter Book 10 Pack
	 	$	89.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	78959	 	1588306216	 	Days Of Courage 10 Student Kit
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	78941	 	1588303713	 	Days Of Courage Handbook/Tests 10 Pack
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	78975	 	1588307085	 	Days Of Courage Chapter Book 10 Pack
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	85526	 	1588306224	 	La Causa 10 Student Kit
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	78941	 	1588303713	 	La Causa Handbook/Tests 10 Pack
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	85551	 	1588307093	 	La Causa Chapter Book 10 Pack
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	80143	 	158830597X	 	Earth’s Fiery Fury 10 Student Kit
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	80127	 	1588305910	 	Earth’s Fiery Fury Handbook/Tests 10 Pack
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	80055	 	1588305619	 	Earth’s Fiery Fury Chapter Book 10 Pack
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	99629	 	1588306232	 	They Shall Be Heard 10 Student Kit
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	99573	 	158830373X	 	They Shall Be Heard Handbook/Tests 10 Pack
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	99653	 	1588307077	 	They Shall Be Heard Chapter Book 10 Pack
	 	$	89.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	101805	 	1588306240	 	When Justice Failed 10 Student Kit
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	101901	 	1588303748	 	When Justice Failed Handbook/Tests 10 Pack
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	101813	 	1588309115	 	When Justice Failed Chapter Book 10 Pack
	 	$	79.95	 	 	2003	 	 	 	 






Page 101 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	OK	 	2005	 	2011	 	Sopris	 	95716	 	1588305945	 	Star Factories 10 Student Kit
	 	$	169.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	95708	 	1588305880	 	Star Factories Handbook/Tests 10 Pack
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	95628	 	1588305589	 	Star Factories Chapter Book 10 Pack
	 	$	89.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	91408	 	1588306259	 	Osceola 10 Student Kit
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	91395	 	1588303756	 	Osceola Handbook/Tests 10 Pack
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	91424	 	1588307050	 	Osceola Chapter Book 10 Pack
	 	$	79.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	73437	 	1588306267	 	A Place Called Heartbreak 10 Student Kit
	 	$	149.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	73429	 	1588303764	 	A Place Called Heartbreak Handbook/Tests 10 Pack
	 	$	78.95	 	 	2003	 	 	 	 
	OK	 	2005	 	2011	 	Sopris	 	73445	 	1588307123	 	A Place Called Heartbreak Chapter Book 10 Pack
	 	$	79.95	 	 	2003	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	88313	 	1581202792	 	Metro Early Reading Program Activity Book
	 	$	9.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	75547	 	1581200889	 	Metro Early Reading Program Assessment Teacher’s Guide
	 	$	4.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	98212	 	1581202415	 	Metro Early Reading Program Best Ever Alphabet Kit
	 	$	195.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	75715	 	1581201214	 	Metro Early Reading Program Big Book Teacher’s Guide
	 	$	—	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	77981	 	158120616X	 	Metro Early Reading Program Complete ELL Program Kit
	 	$	—	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	83467	 	1581201230	 	Metro Early Reading Program Hanging Classroom Book Bag
	 	$	19.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	84822	 	1581200919	 	Metro Early Reading Program Individual Skills Inventory 10 Pack
	 	$	39.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	75707	 	1581201001	 	Metro Early Reading Program Kindergarten Big Book Super Pack
	 	$	495.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	78107	 	1581201222	 	Metro Early Reading Program Kindergarten Complete Kit for 10 Students
	 	$	99.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	78271	 	1581206909	 	Metro Early Reading Program Kindergarten Complete Kit for 20 Students
	 	$	1,325.00	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	77972	 	1581206003	 	Metro Early Reading Program Kindergarten ELL Program Complete Kit
	 	$	—	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	85809	 	1581200862	 	Metro Early Reading Program Kindergarten Letter Cards
	 	$	14.95	 	 	1999	 	 	 	 






Page 102 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	TN	 	2001	 	2007	 	Metro	 	94377	 	1581200765	 	Metro Early Reading Program Kindergarten Readers 10 Pack of All Books
	 	$	229.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	85817	 	1581201850	 	Metro Early Reading Program Letter Cards
	 	$	4.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	85825	 	1581201869	 	Metro Early Reading Program Letter Cards 6 Pack
	 	$	24.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	85876	 	1581202016	 	Metro Early Reading Program Level A Assessment Kit 6 Pack
	 	$	23.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	86174	 	1581202385	 	Metro Early Reading Program Level A Basic Pack for 6 Students
	 	$	449.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	78115	 	1581206917	 	Metro Early Reading Program Level A Complete Program Kit for 20 Students
	 	$	850.00	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	85913	 	1581202814	 	Metro Early Reading Program Level A Complete Program Kit for 6 Students
	 	$	595.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90114	 	1581201559	 	Metro Early Reading Program Level A My Literature Book — Hardcover
	 	$	24.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90122	 	1581201567	 	Metro Early Reading Program Level A My Literature Book 6 Pack
	 	$	134.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90131	 	1581201575	 	Metro Early Reading Program Level A My Literature Book Teacher’s Guide
	 	$	—	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90595	 	1581201737	 	Metro Early Reading Program Level A My Practice Book
	 	$	6.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90616	 	1581201745	 	Metro Early Reading Program Level A My Practice Book 6 Pack
	 	$	37.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	85067	 	1581202725	 	Metro Early Reading Program Level A Program Organizer
	 	$	9.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	94342	 	158120194X	 	Metro Early Reading Program Level A Read Aloud Cassettes 4 Pack
	 	$	29.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	85905	 	1581202733	 	Metro Early Reading Program Level A Readers Kit 6 Pack
	 	$	199.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	85868	 	1581202008	 	Metro Earty Reading Program Level A Story 5 Assessment 6 Pack
	 	$	4.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	86297	 	1581202121	 	Metro Early Reading Program Level A Teacher’s Edition Units 1-5
	 	$	—	 	 	1999	 	 	 	 






Page 103 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	TN	 	2001	 	2007	 	Metro	 	86300	 	158120213X	 	Metro Early Reading Program Level A Teacher’s Edition Units 6-10
	 	$	—	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	85850	 	1581201885	 	Metro Early Reading Program Level A Teacher’s Resource Book
	 	$	—	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	86406	 	1581202032	 	Metro Early Reading Program Level B Assessment 6 Pack
	 	$	2.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	86676	 	1581202393	 	Metro Early Reading Program Level B Basic Pack for 6 Students
	 	$	449.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	78131	 	1581206925	 	Metro Early Reading Program Level B Complete Program Kit for 20 Students
	 	$	850.00	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	86588	 	1581202822	 	Metro Early Reading Program Level B Complete Program Kit for 6 Students
	 	$	595.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	77796	 	1581202210	 	Metro Early Reading Program Level B Extruded Plastic Book Case
	 	$	19.55	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90202	 	1581201583	 	Metro Early Reading Program Level B My Literature Book — Hardcover
	 	$	24.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90211	 	1581201591	 	Metro Early Reading Program Level B My Literature Book 6 Pack
	 	$	134.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90229	 	1581201605	 	Metro Early Reading Program Level B My Literature Book Teacher’s Guide
	 	$	14.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90624	 	1581201753	 	Metro Early Reading Program Level B My Practice Book
	 	$	6.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90632	 	1581201761	 	Metro Early Reading Program Level B My Practice Book 6 Pack
	 	$	37.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	94351	 	1581201958	 	Metro Early Reading Program Level B Read Aloud Cassettes 4 Pack
	 	$	29.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	86414	 	1581202741	 	Metro Early Reading Program Level B Readers Kit 6 Pack
	 	$	199.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	86393	 	1581202024	 	Metro Early Reading Program Level B Story 5 Assessment 6 Pack
	 	$	4.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	86748	 	1581202148	 	Metro Early Reading Program Level B Teacher’s Edition Units 1-5
	 	$	49.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	86756	 	1581202156	 	Metro Early Reading Program Level B Teacher’s Edition Units 6-10
	 	$	49.95	 	 	1999	 	 	 	 






Page 104 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	TN	 	2001	 	2007	 	Metro	 	86385	 	1581201893	 	Metro Early Reading Program Level B Teacher’s Resource Book
	 	$	29.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	86801	 	1581202059	 	Metro Early Reading Program Level C Assessment 6 Pack
	 	$	23.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	87062	 	1581202407	 	Metro Early Reading Program Level C Basic Pack for 6 Students
	 	$	449.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	78174	 	1581206933	 	Metro Early Reading Program Level C Complete Program Kit for 20 Students
	 	$	850.00	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	86959	 	1581202830	 	Metro Early Reading Program Level C Complete Program Kit for 6 Students
	 	$	595:95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90288	 	1581201613	 	Metro Early Reading Program Level C My Literature Book — Hardcover
	 	$	24.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90296	 	1581201621	 	Metro Early Reading Program Level C My Literature Book 6 Pack
	 	$	134.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90309	 	158120163X	 	Metro Early Reading Program Level C My Literature Book Teacher’s Guide
	 	$	14.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90659	 	158120177X	 	Metro Early Reading Program Level C My Practice Book
	 	$	6.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90667	 	1581201788	 	Metro Early Reading Program Level C My Practice Book 6 Pack
	 	$	37.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	94369	 	1581201966	 	Metro Early Reading Program Level C Read Aloud Cassettes 4 Pack
	 	$	29.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	86810	 	1581202180	 	Metro Early Reading Program Level C Readers Kit 6 Pack
	 	$	199.55	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	86799	 	1581202040	 	Metro Early Reading Program Level C Story 5 Assessment 6 Pack
	 	$	4.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	87097	 	1581202164	 	Metro Early Reading Program Level C Teacher’s Edition Units 1-5
	 	$	49.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	87100	 	1581202172	 	Metro Early Reading Program Level C Teacher’s Edition Units 6-10
	 	$	49.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	86781	 	1581201907	 	Metro Early Reading Program Level C Teacher’s Resource Book
	 	$	29.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	87151	 	1581202075	 	Metro Early Reading Program Level D Assessment 6 Pack
	 	$	23.95	 	 	1999	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	TN	 	2001	 	2007	 	Metro	 	87142	 	1581202067	 	Metro Early Reading Program Level D Assessment Pack
	 	$	23.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	84929	 	1581201974	 	Metro Early Reading Program Level D Audio Cassettes 4 Pack
	 	$	29.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	87311	 	1581202849	 	Metro Early Reading Program Level D Complete Program Kit for 6 Students
	 	$	649.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90350	 	1581201648	 	Metro Early Reading Program Level D My Literature Book — Hardcover
	 	$	29.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90368	 	1581201656	 	Metro Early Reading Program Level D My Literature Book 6 Pack
	 	$	164.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	87126	 	1581201664	 	Metro Early Reading Program Level D My Literature Book Teacher’s Guide
	 	$	14.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90683	 	1581201796	 	Metro Early Reading Program Level D My Practice Book
	 	$	6.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90691	 	158120180X	 	Metro Early Reading Program Level D My Practice Book 6 Pack
	 	$	37.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	87484	 	1581202423	 	Metro Early Reading Program Level D Teacher’s Edition Units 1-5
	 	$	49.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	87492	 	1581202466	 	Metro Early Reading Program Level D Teacher’s Edition Units 6-10
	 	$	49.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	87134	 	1581201915	 	Metro Early Reading Program Level D Teacher’s Resource Book
	 	$	29.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	87564	 	1581202091	 	Metro Early Reading Program Level E Assessment 6 Pack
	 	$	23.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	87556	 	1581202083	 	Metro Early Reading Program Level E Assessment Pack
	 	$	23.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	100757	 	1581201982	 	Metro Early Reading Program Level E Audio Cassettes 4 Pack
	 	$	29.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	87661	 	1581202857	 	Metro Early Reading Program Level E Complete Program Kit for 6 Students
	 	$	649.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90430	 	1581201672	 	Metro Early Reading Program Level E My Literature Book — Hardcover
	 	$	29.95	 	 	1999	 	 	 	 
	TN	 	2001	 	2007	 	Metro	 	90448	 	1581201680	 	Metro Early Reading Program. Level E My Literature Book 6 Pack
	 	$	164.95	 	 	1999	 	 	 	 







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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	 	 	Copyright	 	 	FOB	 	Total Cost
	TN
	 	2001	 	2007	 	Metro	 	88559	 	1581201699	 	Metro Early Reading Program Level E My Literature Book Teacher’s Guide	 	$	14.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	90712	 	1581201818	 	Metro Early Reading Program Level E My Practice  Book	 	$	6.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	90721	 	1581201826	 	Metro Early Reading Program Level E  My Practice Book 6 Pack	 	$	37.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	77850	 	1581202768	 	Metro Early Reading Program Level E Program Organizer	 	$	9.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	87871	 	1581202520	 	Metro Early Reading Program Level E Teacher’s Edition Units 1-5 	 	$	49.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	87880	 	1581202563	 	Metro Early Reading Program Level E Teacher’s Edition Units 6-10	 	$	49.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	87548	 	1581201923	 	Metro Early Reading Program Level E Teacher’s Resource Book	 	$	29.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	87919	 	1581202113	 	Metro Early Reading Program Level F Assessment Kit 6 Pack	 	$	23.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	85391	 	1581201990	 	Metro Early Reading Program Level F Audio Cassettes 4 Pack	 	$	29.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	90510	 	1581201702	 	Metro Early Reading Program Level F My Literature Book - Hardcover	 	$	29.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	90528	 	1581201710	 	Metro Early Reading Program  Level F My Literature Book 6 Pack	 	$	164.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	88567	 	1581201729	 	Metro Early Reading Program Level F My Literature Book Teacher’s Guide	 	$	14.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	90747	 	1581201834	 	Metro Early Reading Program Level F My Practice Book	 	$	6.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	90755	 	1581201842	 	Metro Early Reading Program Level F My Practice Book 6 Pack	 	$	37.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	88014	 	1581202865	 	Metro Early Reading Program Level F Program Kit for 6 Students	 	$	649.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	77876	 	1581202776	 	Metro Early Reading Program Level F Program Organizer	 	$	6.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	88225	 	1581202628	 	Metro Early Reading Program Level F Teacher’s Edition Units 1-5	 	$	49.95	 	 	 	1999	 	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	 	 	Copyright	 	 	FOB	 	Total Cost
	TN
	 	2001	 	2007	 	Metro	 	88233	 	1581202679	 	Metro Early Reading Program Level F Teacher’s Edition Units 6-10	 	$	49.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	87898	 	1581201931	 	Metro Early Reading Program Level F Teacher’s Resource Book	 	$	29.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	78123	 	1581206941	 	Metro Early Reading Program Levels A-C Complete Grade 1 Program for 20 Students	 	$	2,495.00	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	95169	 	1581202806	 	Metro Early Reading Program Levels A-C Complete Grade 1 Program for 6 Students	 	$	1,699.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	See Tea	 	See Teacher’s Ed	 	Metro Early Reading Program Levels A-C Teacher’s Editions	 	$	—	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	See Tea	 	See Teacher’s Re 	 	Metro Early Reading Program Levels A-C Teacher’s Resource Book	 	$	—	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	87505	 	1581206313	 	Metro Early Reading Program Levels D-F ELL Complete Kit	 	$	—	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	89762	 	1581200870	 	Metro Early Reading Program Multicultural Song Collection 4 Pack	 	$	29.95	 	 	 	1999 	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	89957	 	158120079X	 	Metro Early Reading Program My Letter Book	 	$	7.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	89914	 	1581200803	 	Metro Early Reading Program My Letter Book Pack of 10	 	$	69.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	89965	 	1581200811	 	Metro Early Reading Program My Letter Book Teacher’s Guide	 	$	—	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	74464	 	158120082X	 	Metro Early Reading Program Poster Set	 	$	49.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	93420	 	1581200838	 	Metro Early Reading Program Poster Set Teacher’s Guide	 	$	—	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	94908	 	1581201249	 	Metro Early Reading Program School-to-Home Bags 6 pack	 	$	12.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	95046	 	158120096X	 	Metro Early Reading Program Sing-Along Song Book 	 	$	14.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	97009	 	1581200900	 	Metro Early Reading Program Student Inventory/Assessment	 	$	4.95	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	97797	 	1581200781	 	Metro Early Reading Program Take Home Readers Blackline Masters	 	$	—	 	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	100642	 	1581200943	 	Metro Early Reading Program Teacher’s Edition Units 17-24	 	$	—	 	 	 	1999	 	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	 	Copyright	 	 	FOB	 	Total Cost
	TN
	 	2001	 	2007	 	Metro	 	100634	 	1581200927	 	Metro Early Reading Program Teacher’s Edition Units 1-8	 	$	—	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	100651	 	1581200951	 	Metro Early Reading Program Teacher’s Edition Units 25-32	 	$	—	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	100677	 	1581200935	 	Metro Early Reading Program Teacher’s Edition Units 9-16	 	$	—	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	94123	 	1581200897	 	Metro Early Reading Program Teacher’s Program Guide	 	$	—	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	91088	 	1581202784	 	Metro Early Reading Program Teacher’s Program Guide	 	$	9.95	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	98044	 	1581200854	 	Metro Early Reading Program Teacher’s  Resource Book Blackline Masters	 	$	—	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	100183	 	1581200986	 	Metro Early Reading Program Transition #1 Quick Program For 10 Students	 	$	245.95	 	 	1999	 	 	 	 	 
	TN
	 	2001	 	2007	 	Metro	 	100212	 	1581200978	 	Metro Early Reading Program Transition #2 Intensive Program for 10 Students	 	$	395.95	 	 	1999	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	24926	 	1570353603	 	Building Early Literacy and Language Skills	 	$	35.00	 	 	2001	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	63790	 	1570356491	 	We Can!	 	$	1,425.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	28960	 	931993083	 	We Can! A Word In Hand Book 1	 	$	10.95	 	 	1984	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27799	 	1570355991	 	We Can! Acetate Paddles	 	$	39.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	28919	 	931993482	 	We Can! Alphabet Lotto Game English/ASL	 	$	6.95	 	 	1992	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	28871	 	931993652	 	We Can! Alphabet of Animal Signs	 	$	3.95	 	 	1994	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27334	 	1570356394	 	We Can! Animals 4 Pack	 	$	14.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27457	 	1570355355	 	We Can! Animals!	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	24141	 	1570356289	 	We Can! Attribute Blocks Desk Set	 	$	40.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	26403	 	1570355800	 	We Can! Black line Masters	 	$	80.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	26585	 	1570355657	 	We Can! Classroom Posters	 	$	131.50	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	26438	 	1570355924	 	We Can! Color Squares	 	$	15.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27801	 	1570356300	 	We Can! Counting Manipulative Dotted Dice 6 Pack	 	$	10.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	24168	 	1570356262	 	We Can! Counting Objects	 	$	30.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27318	 	1570356378	 	We Can! Fall 4 Pack	 	$	14.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27431	 	1570355339	 	We Can! Fall! 4 Pack	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	28898	 	931993873	 	We Can! Foods	 	$	3.95	 	 	1997	 	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	 	Copyright	 	 	FOB	 	Total Cost
	TX
	 	2003	 	2009	 	Sopris	 	28901	 	931993881	 	We Can! Fruits and Vegetables	 	$	3.95	 	 	1997	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27086	 	1570355908	 	We Can! I CAN Big Books English/Spanish	 	$	200.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27158	 	157035572X	 	We Can! I Can Draw Animals	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27123	 	157035569X	 	We Can! I Can Draw Foods I Like To Eat	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27094	 	1570355673	 	We Can! I Can Draw Me!	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27115	 	1570355681	 	We Can! I Can Draw My House	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27174	 	1570355746	 	We Can! I Can Draw Things in Spring	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27107	 	1570355762	 	We Can! I Can Draw Things On A Farm	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27140	 	1570355711	 	We Can! I Can Draw Things That Are Baked	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27166	 	1570355738	 	We Can! I Can Draw Things That Go	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27182	 	1570355754	 	We Can! I Can Draw Things That Grow	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27131	 	1570355703	 	We Can! I Can Draw Things That
Happen In Fall	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	26534	 	1570356327	 	We Can! Instructional Management Materials	 	$	497.95	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	26366	 	157035586X	 	We Can! Job Title Cards English/Spanish	 	$	15.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27836	 	1570356440	 	We Can! Language Arts Material	 	$	134.95	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	28880	 	1570356483	 	We Can! Language Books English/ASL 4 Pack	 	$	16.80	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27502	 	1570356319	 	We Can! Language/Early Literacy Development	 	$	645.95	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27078	 	1570355517	 	We Can! Letters, Sounds and Strokes Flash Cards	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27191	 	1570355533	 	We Can! Letters, Sounds and Strokes Letter Cards	 	$	45.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27238	 	1570355525	 	We Can! Letters, Sounds and Strokes Memory Cards	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27262	 	1570355509	 	We Can! Letters, Sounds, and Strokes Poster	 	$	95.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27861	 	1570355983	 	We Can! Magnifying Glass	 	$	29.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	26569	 	1570355827	 	We Can! Manage the Preschool Classroom Management Video and Guide	 	$	45.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27844	 	1570356467	 	We Can! Mathematics	 	$	216.50	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27852	 	1570356297	 	We Can! Measurement Tools 6 Pack	 	$	92.50	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27393	 	1570355304	 	We Can! My Big Book About Me!	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27271	 	1570356343	 	We Can! My Big Book About Me! 4 Pack	 	$	14.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27203	 	1570355770	 	We Can! My Big Book of Colors and  Shapes	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27211	 	1570355789	 	We Can! My Big Book of More or Less	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27220	 	1570355797	 	We Can! My Big Book of Numbers and Counting	 	$	20.00	 	 	2003	 	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	 	Copyright	 	 	FOB	 	Total Cost
	TX
	 	2003	 	2009	 	Sopris	 	27414	 	1570355312	 	We Can! People Are Special and Different!	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27297	 	1570356351	 	We Can! People Are Special and Different! 4 Pack	 	$	14.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27300	 	157035636X	 	We Can! People That Help 4 Pack	 	$	14.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27422	 	1570355320	 	We Can! People That Help!	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	28927	 	093199389X	 	We Can! Pets, Animals and Creatures	 	$	4.95	 	 	1997	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	24213	 	1570355967	 	We Can! Plastic Magnetic Letters, Lowercase	 	$	44.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	24264	 	1570355975	 	We Can! Plastic Magnetic Letters, Uppercase	 	$	44.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	24230	 	1570356270	 	We Can! Plastic Numerals Number Set	 	$	44.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	26577	 	1570355894	 	We Can! Program Overview	 	$	—	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27908	 	1570356459	 	We Can! Science	 	$	107.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27772	 	1570356254	 	We Can! Science Manipulative Color Centered Dice 6 Pack	 	$	39.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27481	 	1570355371	 	We Can! Seeds Plants and Insects!	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27369	 	1570356424	 	We Can! Seeds Plants and Insects! 4 Pack	 	$	14.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	28257	 	157035717X	 	We Can! Sing English/Spanish Audio Cassette	 	$	15.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	28249	 	1570357161	 	We Can! Sing English/Spanish Audio CD	 	$	45.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27385	 	1570356335	 	We Can! Student Activity Materials 8 Pack	 	$	185.85	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27377	 	1570355290	 	We Can! Student Storybook Set	 	$	140.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	26690	 	1570355541	 	We Can! Teacher Edition Volume 1 August/September	 	$	25.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	26702	 	157035555X	 	We Can! Teacher Edition Volume 2 October	 	$	25.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	26711	 	1570355568	 	We Can! Teacher Edition Volume 3 November	 	$	25.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	26729	 	1570355576	 	We Can! Teacher Edition Volume 4 December	 	$	25.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	26737	 	1570355584	 	We Can! Teacher Edition Volume 5 January	 	$	25.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	26745	 	1570355592	 	We Can! Teacher Edition Volume 6 February	 	$	25.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	26753	 	1570355606	 	We Can! Teacher Edition Volume 7 March	 	$	25.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	26761	 	1570355614	 	We Can! Teacher Edition Volume 8 April	 	$	25.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	26770	 	1570355622	 	We Can! Teacher Edition Volume 9 May	 	$	25.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	26665	 	1570355878	 	We Can! Teacher Resource Material	 	$	522.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27959	 	1570355916	 	We Can! Teacher Tools	 	$	452.95	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	26526	 	1570355649	 	We Can! Teacher’s Guide	 	$	40.50	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27529	 	1570355959	 	We Can! Technology - CD-ROM The Learning Zoo	 	$	59.00	 	 	2003	 	 	 	 	 






Page 111 of 124









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	 	FOB	 	Total Cost
	TX
	 	2003	 	2009	 	Sopris	 	27490	 	1570355282	 	We Can! Theme Big Book Set	 	$	200.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27473	 	157035538X	 	We Can! Things in Spring	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27351	 	1570356416	 	We Can! Things in Spring! 4 Pack	 	$	14.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27406	 	1570355398	 	We Can! Things On A Farm!	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27289	 	1570356432	 	We Can! Things On A Farm! 4 Pack	 	$	14.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27465	 	1570355363	 	We Can! Things That Move!	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27342	 	1570356408	 	We Can! Things That Move! 4 Pack	 	$	14.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	28951	 	931993369	 	We Can! Vocabulary Cards Primer	 	$	6.95	 	 	1990	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	28935	 	931993237	 	We Can! Vocabulary Cards Set A	 	$	6.95	 	 	1988	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	28943	 	931993245	 	We Can! Vocabulary Cards Set B	 	$	6.95	 	 	1988	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27449	 	1570355347	 	We Can! Winter!	 	$	20.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	27326	 	1570356386	 	We Can! Winter! 4 Pack	 	$	14.00	 	 	2003	 	 	 	 	 
	TX
	 	2003	 	2009	 	Sopris	 	26964	 	1570355886	 	We Can! Word Bank	 	$	40.00	 	 	2003	 	 	 	 	 
	UT
	 	2001	 	2006	 	Metro	 	94650	 	1581203004	 	Metro Math Readers Complete Set	 	$	469.25	 	 	1999	 	 	 	 	 
	UT
	 	2004	 	2009	 	Sopris	 	50278	 	1570359385	 	Algebra 1 Rescue! Classroom Set for 10	 	$	400.00	 	 	2004	 	 	 	 	 
	UT
	 	2003	 	2008	 	Sopris	 	22314	 	1570322909	 	Language! Classroom Set for 20 Students, Level 1	 	$	1,639.00	 	 	2001	 	 	 	 	 
	UT
	 	2003	 	2008	 	Sopris	 	37137	 	1570352844	 	Read Well Classroom Package Plain Text	 	$	1,260.00	 	 	1998	 	 	 	 	 
	UT
	 	2003	 	2008	 	Sopris	 	24053	 	1570358024	 	REWARDS Plus Application to Social  Studies Teacher’s Guide	 	$	52.00	 	 	2003	 	 	 	 	 
	UT
	 	2003	 	2008	 	Sopris	 	25540	 	1570358230	 	Spellography Introductory Classroom Set	 	$	185.00	 	 	2003	 	 	 	 	 
	UT
	 	2003	 	2008	 	Sopris	 	29719	 	1570359253	 	Step Up To Writing Primary Set	 	$	140.00	 	 	2003	 	 	 	 	 
	UT
	 	2003	 	2008	 	Sopris	 	28783	 	1570353344	 	Write Well Spelling and Handwriting Plain Text	 	$	180.00	 	 	2000	 	 	 	 	 
	UT
	 	2003	 	2008	 	Sopris	 	28791	 	1570353352	 	Write Well Spelling and Handwriting Slanted Text	 	$	180.00	 	 	2000	 	 	 	 	 
	UT
	 	2003	 	2008	 	Sopris	 	28791	 	1570353352	 	Write Well Spelling and Handwriting Slanted Text	 	$	2,446.00	 	 	2003	 	 	 	 	 
	UT
	 	2003	 	2008	 	Sopris	 	27641	 	1570359121	 	You Can Be Algebra Ready Classroom Set Part 1	 	$	185.00	 	 	2003	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588305937	 	A Walk in the Desert 10 Student Kit	 	$	159.95	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588305570	 	A Walk in the Desert Chapter Book 10 Pack	 	$	79.95	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588305872	 	A Walk in the Desert Student Handbook and Tests 10 pack	 	$	78.95	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588305813	 	A Walk in the Desert Teacher Guide	 	$	9.95	 	 	 	 	 	 	 	 







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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	 	Copyright	 	 	FOB	 	Total Cost
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588309061	 	Adding it Up	 	$	24.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1581208375	 	Africa and You Audiocassette	 	$	7.98	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588303039	 	Africa and You Little Book 6 Pack	 	$	26.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1581209762	 	All About You Audiocassette	 	$	7.98	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588303012	 	All About You Little Book 6 Pack	 	$	26.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588306151	 	All for the Better 10 Student Kit	 	$	149.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588307034	 	All For The Better Chapter Book 10 Pack	 	$	79.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588303659	 	All for the Better Student Handbook and Tests 10 Pack	 	$	78.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588302253	 	All for the Better Teacher Guide	 	$	9.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	158120437X	 	Bears Ten by Ten	 	$	24.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588301915	 	Blue Level Math Bridges Student Edition 1 Copy	 	$	13.89	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588303594	 	Blue Level Math Bridges Student Edition 10 Copies	 	$	126.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588303403	 	Blue Level Math Bridges Teacher Edition	 	$	19.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	158830616X	 	Building a Dream 10 Student Kit	 	$	149.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588307018	 	Building A Dream Chapter Book 10 Pack	 	$	79.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588303667	 	Building a Dream Student Handbook and Tests 10 Pack	 	$	78.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588302261	 	Building a Dream Teacher Guide	 	$	9.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1581203462	 	Circles	 	$	23.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588309126	 	Coins Count	 	$	24.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588308421	 	Complete Kindergarten Kit	 	$	447.86	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588309770	 	Complete Spanish Kindergarten Kit	 	$	447.86	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588309029	 	Counting on Bears	 	$	24.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1581204337	 	Counting on Friends 6 Pack	 	$	24.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1588309185	 	Day by Day	 	$	24.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1581208243	 	Families Blackline Masters Book 1	 	$	14.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1581208251	 	Families Blackline Masters Book 2	 	$	14.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1581208200	 	Families Student Edition Book 1	 	$	16.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1581208219	 	Families Student Edition Book 2	 	$	16.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1581208227	 	Families Teacher Edition Book 1	 	$	14.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1581208235	 	Families Teacher Edition Book 2	 	$	14.95	 	 	 	 	 	 	 	 	 
	UT
	 	2004	 	2009	 	Metro	 	 	 	1581204515	 	Feet Go Two By Two 6 Pack	 	$	24.95	 	 	 	 	 	 	 	 	 







Page 113 of 124











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	UT	 	2004	 	2009	 	Metro	 	 	 	1588309053	 	Finding Fraction Facts
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204523	 	Fingers Go Five By Five 6 Pack
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303292	 	Gold Level Math Bridges Student Edition 1 Copy
	 	$	13.89	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303586	 	Gold Level Math Bridges Student Edition 10 Copies
	 	$	126.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588306135	 	Gold Level Math Bridges Teacher Edition
	 	$	19.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308456	 	Grade 1 Anchors and Subtopic Tests
	 	$	19.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303454	 	Grade 1 Anchors Student Edition
	 	$	15.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588305015	 	Grade 1 Anchors Teacher Edition
	 	$	39.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308324	 	Grade 1 Complete Student Kit
	 	$	29.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588306127	 	Grade 1 Excursions Student Edition
	 	$	9.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588307603	 	Grade 1 Excursions Teacher Edition
	 	$	39.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588304892	 	Grade 1 Problem Solving Complete Student Kit
	 	$	97.99	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303217	 	Grade 1 Problem Solving Pretest/Posttest
	 	$	9.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588301710	 	Grade 1 Problem Solving Student Instruction Kit
	 	$	88.69	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581207018	 	Grade 1 Problem Solving Student Worktexts
	 	$	9.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581207115	 	Grade 1 Problem Solving Teacher Edition
	 	$	15.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308502	 	Grade 1 Subtopic Tests Student Edition
	 	$	5.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	158830812X	 	Grade 1 Subtopic Tests Teacher Edition
	 	$	7.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308170	 	Grade 1 Topic Tests Student Edition
	 	$	14.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308278	 	Grade 1 Topic Tests Teacher Edition
	 	$	7.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308464	 	Grade 2 Anchors and Subtopic Tests
	 	$	19.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303462	 	Grade 2 Anchors Student Edition
	 	$	15.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588305449	 	Grade 2 Anchors Teacher Edition
	 	$	59.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308332	 	Grade 2 Complete Student Kit
	 	$	29.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588306275	 	Grade 2 Excursions Student Edition
	 	$	9.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588307670	 	Grade 2 Excursions Teacher Edition
	 	$	39.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588304906	 	Grade 2 Problem Solving Complete Student Kit
	 	$	97.99	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303225	 	Grade 2 Problem Solving Pretest/Posttest
	 	$	9.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588301729	 	Grade 2 Problem Solving Student instruction Kit
	 	$	88.69	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581207026	 	Grade 2 Problem Solving Student Worktext
	 	$	9.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581207123	 	Grade 2 Problem Solving Teacher Edition
	 	$	15.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308510	 	Grade 2 Subtopic Tests Student Edition
	 	$	5.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308138	 	Grade 2 Subtopic Tests Teacher Edition
	 	$	7.95	 	 	 	 	 	 	 	 	 	 	 






Page 114 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308189	 	Grade 2 Topic Tests Student Edition
	 	$	14.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308286	 	Grade 2 Topic Tests Teacher Edition
	 	$	7.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581206100	 	Grade 2 Transparencies
	 	$	35.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303470	 	Grade 3 Anchors Student Edition
	 	$	15.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588305457	 	Grade 3 Anchors Teacher Edition
	 	$	59.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588306283	 	Grade 3 Excursions Student Edition
	 	$	9.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588307689	 	Grade 3 Excursions Teacher Edition
	 	$	39.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588304914	 	Grade 3 Problem Solving Complete Student Kit
	 	$	105.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303233	 	Grade 3 Problem Solving Pretest/Posttest
	 	$	9.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581201737	 	Grade 3 Problem Solving Student Instruction Kit
	 	$	97.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581207026	 	Grade 3 Problem Solving Student Worktexts
	 	$	9.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581207123	 	Grade 3 Problem Solving Teacher Edition
	 	$	15.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308146	 	Grade 3 Subtopic Tests Teacher Edition
	 	$	7.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308197	 	Grade 3 Topic Tests Student Edition
	 	$	14.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308294	 	Grade 3 Topic Tests Teacher Edition
	 	$	7.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581206119	 	Grade 3 Transparencies
	 	$	35.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308480	 	Grade 4 Anchors and Subtopic Tests
	 	$	19.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303489	 	Grade 4 Anchors Student Edition
	 	$	15.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308367	 	Grade 4 Complete Student Kit
	 	$	29.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588306291	 	Grade 4 Excursions Student Edition
	 	$	9.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588307697	 	Grade 4 Excursions Teacher Edition
	 	$	39.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588304922	 	Grade 4 Problem Solving Complete Student Kit
	 	$	105.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303241	 	Grade 4 Problem Solving Pretest/Posttest
	 	$	9.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588301745	 	Grade 4 Problem Solving Student Instruction Kit
	 	$	97.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581207042	 	Grade 4 Problem Solving Student Worktexts
	 	$	10.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	158120714X	 	Grade 4 Problem Solving Teacher Edition
	 	$	9.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308537	 	Grade 4 Subtopic Tests Student Edition
	 	$	5.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308154	 	Grade 4 Subtopic Tests Teacher Edition
	 	$	7.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308200	 	Grade 4 Topic Tests Student Edition
	 	$	14.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308308	 	Grade 4 Topic Tests Teacher Edition
	 	$	7.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581206283	 	Grade 4 Transparencies
	 	$	35.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308499	 	Grade 5 Anchors and Subtopic Tests
	 	$	19.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588304701	 	Grade 5 Anchors Student Edition
	 	$	15.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588306119	 	Grade 5 Anchors Teacher Edition
	 	$	59.95	 	 	 	 	 	 	 	 	 	 	 






Page 115 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	UT	 	2004	 	2009	 	Metro	 	 	 	1588306305	 	Grade 5 Excursions Student Edition
	 	$	9.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588307700	 	Grade 5 Excursions Teacher Edition
	 	$	39.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	158830499X	 	Grade 5 Problem Solving Complete Student Kit
	 	$	105.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	158830325X	 	Grade 5 Problem Solving Pretest/Posttest
	 	$	9.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588301753	 	Grade 5 Problem Solving Student Instruction Kit
	 	$	97.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581207050	 	Grade 5 Problem Solving Student Worktext
	 	$	10.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581207158	 	Grade 5 Problem Solving Teacher Edition
	 	$	15.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308545	 	Grade 5 Subtopic Tests Student Edition
	 	$	5.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308162	 	Grade 5 Subtopic Tests Teacher Edition
	 	$	7.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308219	 	Grade 5 Topic Tests Student Edition
	 	$	14.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308316	 	Grade 5 Topic Tests Teacher Edition
	 	$	7.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581206291	 	Grade 5 Transparencies
	 	$	35.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588305058	 	Grade 6 Problem Solving Complete Student Kit
	 	$	105.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303268	 	Grade 6 Problem Solving Pretest/Posttest
	 	$	9.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588301761	 	Grade 6 Problem Solving Student Instruction Kit
	 	$	97.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581207069	 	Grade 6 Problem Solving Student Worktext
	 	$	10.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581207166	 	Grade 6 Problem Solving Teacher Edition
	 	$	15.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588305066	 	Grade 7 Problem Solving Complete Student Kit
	 	$	114.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303276	 	Grade 7 Problem Solving Pretest/Posttest
	 	$	9.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	158830177X	 	Grade 7 Problem Solving Student Instruction Kit
	 	$	106.69	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581206739	 	Grade 7 Problem Solving Student Worktexts
	 	$	11.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581206755	 	Grade 7 Problem Solving Teacher Edition
	 	$	15.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588305074	 	Grade 8 Problem Solving Complete Student Kit
	 	$	114.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303284	 	Grade 8 Problem Solving Pretest/Posttest
	 	$	9.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588301788	 	Grade 8 Problem Solving Student Instruction Kit
	 	$	106.69	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	158120681X	 	Grade 8 Problem Solving Student Worktexts
	 	$	11.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581206836	 	Grade 8 Problem Solving Teacher Edition
	 	$	15.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588302989	 	Green Level Math Bridges Student Edition 1 copy
	 	$	13.89	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	 	 	Green Level Math Bridges Student Edition 10 copies
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588302997	 	Green Level Math Bridges Teacher Edition
	 	$	19.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204531	 	Half is Fair 6 Pack
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588309150	 	Hooray! Arrays!
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 






Page 116 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JOE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	UT	 	2004	 	2009	 	Metro	 	 	 	158120454X	 	How Do We Use Money? 6 Pack
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588309088	 	How Heavy is It?
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588309096	 	How Hot is Hot?
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203527	 	How Many Are Missing? 6 Pack
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203519	 	How Many In All? 6 Pack
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204396	 	How Many is Fifty? 6 Pack
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588305929	 	Hungry Plants 10 Student Kit
	 	$	129.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588305562	 	Hungry plants Chapter Book 10 Pack
	 	$	49.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588305864	 	Hungry Plants Student Handbook and Tests 10
Pack
	 	$	78.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588305805	 	Hungry Plants Teacher Guide
	 	$	9.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588305953	 	Hurricanes! 10 Student Kit
	 	$	129.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588305597	 	Hurricanes! Chapter Book
	 	$	49.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588305899	 	Hurricanes! Student Handbook and Tests 10 Pack
	 	$	78.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	158830583X	 	Hurricanes! Teacher Guide
	 	$	9.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204477	 	In And Out of the Toy Box 6 Pack
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204426	 	It’s About Time 6 Pack
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588309002	 	It’s Time for the Park
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581206852	 	Kindergarten Activity Cards Deck A
	 	$	59.29	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581206771	 	Kindergarten Activity Cards Deck B
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581205988	 	Kindergarten Activity Cards Deck C
	 	$	19.49	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588301419	 	Kindergarten Student Activity Book
	 	$	12.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308448	 	Kindergarten Teacher Resource Pack
	 	$	29.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	158830843X	 	Kindergarten Teacher’s Guide
	 	$	19.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204469	 	Let’s Share 6 Pack
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204353	 	Making Twelve Party Bags 6 Pack
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588309118	 	Measuring is Believing
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588309037	 	Measuring Tails
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588301133	 	Metro Math Reader Blue Level Complete Kit
	 	$	459.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588301141	 	Metro Math Reader Blue Level Complete Spanish
Kit
	 	$	459.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588301176	 	Metro Math Reader Blue Level Student Kit 1 Copy
	 	$	79.95	 	 	 	 	 	 	 	 	 	 	 







Page 117 of 124











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308081	 	Metro Math Reader Blue Level Student Kit 6 Copies
	 	$	449.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	158120325X	 	Metro Math Reader Red Level Student Kit 6 Copies
	 	$	489.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204000	 	Metro Math Reader Yellow Level Complete Kit
	 	$	569.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204639	 	Metro Math Reader Yellow Level Complete Spanish
Kit
	 	$	549.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588301168	 	Metro Math Reader Yellow Level Student Kit 1 Copy
	 	$	89.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588301133	 	Metro Math Readers Blue Level Complete Kit
	 	$	459.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588301141	 	Metro Math Readers Blue Level Spanish Complete
Kit
	 	$	459.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588301176	 	Metro Math Readers Blue Level Student Kit 1 Copy
	 	$	79.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588301168	 	Metro Math Readers Yellow Level Student Kit 1
Copy
	 	$	89.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308324	 	Metro Voyages Mathematics Grade 1 Complete
Student Kit
	 	$	29.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308359	 	Metro Voyages Mathematics Grade 4 Complete
Student Kit
	 	$	29.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588308367	 	Metro Voyages Mathematics Grade 5 Complete
Student Kit
	 	$	29.59	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204418	 	Money Counts 6 Pack
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588309193	 	Moving Shapes
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581208340	 	Neighborhoods Blackline Masters Book 1
	 	$	14.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581208359	 	Neighborhoods Blackline Masters Book 2
	 	$	14.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581208308	 	Neighborhoods Student Edition Book 1
	 	$	16.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581208316	 	Neighborhoods Teacher’s Edition Book 1
	 	$	16.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581208324	 	Neighborhoods Teacher’s Edition Book 2
	 	$	14.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581208332	 	Neighborhooods Student Edition Book 2
	 	$	14.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204485	 	Odd Number Thirteen 6 Pack
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204361	 	Once There Were Twelve 6 Pack
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	158120754	 	People Around You Audiocassette
	 	$	7.98	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303020	 	People Around You Little Book 6 Pack
	 	$	26.95	 	 	 	 	 	 	 	 	 	 	 






Page 118 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204345	 	Puppies In, Puppies Out 6 Pack
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588309010	 	Real Life Multiplication
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203454	 	Rectangles
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588301907	 	Red Level Math Bridges Student Edition
	 	$	13.89	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303578	 	Red Level Math Bridges Student Edition 10 copies
	 	$	126.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588302309	 	Red Level Math Bridges Teacher Edition
	 	$	19.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	158830115X	 	Red Level Student Kit 1 Copy
	 	$	89.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581208006	 	Social Studies Big Book 1 All About You
	 	$	41.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581208014	 	Social Studies Big Book 2 People Around You
	 	$	41.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581208022	 	Social studies Big Book 3 Africa and You
	 	$	41.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581208030	 	Social Studies Big Book 4 We Have Needs and Wants
	 	$	41.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581208049	 	Social Studies Big Book 5 We Learn About the World
	 	$	41.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581208057	 	Social Studies Big Book 6 The Tools We Use
	 	$	41.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303071	 	Social studies Big Book Audiocassette Collection
	 	$	39.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581208111	 	Social Studies Big Book Super Pack
	 	$	299.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581208073	 	Social Studies Big Books 1 to 3 Teacher Edition
	 	$	14.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581208081	 	Social Studies Big Books 4 to 6 Teacher Edition
	 	$	14.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	158120809X	 	Social Studies Black Line Masters Big Books 1 to 3
	 	$	14.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581208103	 	Social Studies Black Line Masters Big Books 4 to 6
	 	$	14.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204310	 	Spending Dimes One At A Time 6 Pack
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203438	 	Squares
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204442	 	Symmetry
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588306178	 	Tales from the Underground Railroad 10 Student Kit
	 	$	159.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588307042	 	Tales From the Underground Railroad Chapter Book
10 Pack
	 	$	79.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303675	 	Tales from the Underground Railroad Student
Handbook And Tests
	 	$	78.95	 	 	 	 	 	 	 	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	UT	 	2004	 	2009	 	Metro	 	 	 	1588302318	 	Tales from the Underground Railroad
Teacher Guide
	 	$	9.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204388	 	Tens and Ones Together 6 Pack
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588309045	 	That’s Close Enough! 
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	158830907X	 	The Animal Data Files
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	158830910X	 	The Marvelous Lemonade Machine
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204493	 	The Measurement Mysteries 6 Pack
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203381	 	The Number Eight 6 Pack
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203411	 	The Number Eleven 6 Pack
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203357	 	The Number Five 6 Pack
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203349	 	The Number Four 6 Pack
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	158120339X	 	The Number Nine 6 Pack
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203314	 	The Number One 6 Pack
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203373	 	The Number Seven 6 Pack
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203365	 	The Number Six 6 Pack
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203403	 	The Number Ten 6 Pack
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203330	 	The Number Three 6 Pack
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	158120342X	 	The Number Twelve 6 Pack
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203322	 	The Number Two 6 Pack
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588309177	 	The Secret of the Golden Ruler
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204434	 	The Shape Game 6 Pack
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588309169	 	The Solids Show
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588306186	 	The Tenement Writer 10 Student Kit
	 	$	149.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588307107	 	The Tenement Writer Chapter Book 10 Pack
	 	$	79.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303683	 	The Tenement Writer Student Handbook and
Tests 10 Pack
	 	$	78.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588302326	 	The Tenement Writer Teacher Guide
	 	$	9.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581208383	 	The Tools We Use Audiocassette
	 	$	7.98	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303063	 	The Tools We Use Little Book 6 Pack
	 	$	26.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588306208	 	These Land Are Ours 10 Student Kit
	 	$	149.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588307069	 	These Lands Are Ours Chapter Book 10 Pack
	 	$	79.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303705	 	These Lands Are Ours Student Handbook
and Tests 10 Pack
	 	$	78.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588302334	 	These Lands Are Ours Teacher Guide
	 	$	9.95	 	 	 	 	 	 	 	 	 	 	 






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	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203446	 	Triangles
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204450	 	Turn to the Left, Turn to the Right 6 Pack
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204329	 	Twenty, More or Less
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588306194	 	Walking for Freedom 10 Student Kit
	 	$	149.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588307026	 	Walking For Freedom Chapter Book 10 Pack
	 	$	79.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303691	 	Walking for Freedom Student Handbook and
Tests 10 Pack
	 	$	78.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588302350	 	Walking for Freedom Teacher Guide
	 	$	9.95	 	 	 	 	 	.	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	158120440X	 	We Celebrate 100 6 Pack
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581208375	 	We Have Needs and Wants Audiocassette
	 	$	7.98	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303047	 	We Have Needs and Wants Little Book 6 Pack
	 	$	26.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581209991	 	We Learn About the World Audiocassette
	 	$	 7.98	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588303055	 	We Learn About the World Little Book 6 Pack
	 	$	26.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203535	 	What is Half?
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588309134	 	What’s the Difference?
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1588309142	 	What’s Your Money Worth?
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203500	 	Which Belong Together 6 Pack
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203470	 	Which One Is It? 6 Pack
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581204507	 	Which One Is More? 6 Pack 
	 	$	24.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203543	 	Which One Is Next? 6 Pack
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203489	 	Which Two Are the Same? 6 Pack
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Metro	 	 	 	1581203497	 	Who Is Missing? 6 Pack
	 	$	23.95	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	1593180799	 	Alternative Math Techniques
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	24926	 	1570353603	 	Building Early Literacy and Language Skills
	 	$	35.00	 	 	2001	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	944584942	 	Building Self Esteem in the Classroom
Intermediate Version
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	944584713	 	Building Self Esteem in the Classroom
Primary Version
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Cool Kids Companion Kit
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	1570351562	 	Cool Kids Reproducible Book Level 1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	1570351570	 	Cool Kids Reproducible Book Level 2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Cool Kids Set
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Cool Kids Starter Kit
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Cool Kis Resupply Kit
	 	 	 	 	 	 	 	 	 	 	 	 	 	 







Page 121 of 124











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	UT	 	2004	 	2009	 	Sopris	 	 	 	157035121X	 	Creating a Caring Classroom Book
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	25460	 	1570355266	 	Directed Play: 230 Activities for Young Children
	 	$	28.00	 	 	2003	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	20829	 	157035023X	 	Exceptions
	 	$	22.50	 	 	1994	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	24918	 	1570354529	 	From Clunk to Click: Collaborative Strategic Reading
	 	$	25.00	 	 	2001	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	21354	 	1570352011	 	Functional Assessment and Intervention Program
	 	$	79.00	 	 	1999	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	21389	 	411791909203	 	Functional Assessment and Intervention Program 10 Install
	 	$	339.00	 	 	1999	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	25523	 	1570355207	 	Going for the Gold: A Parent’s Playbook for Behavior Change
	 	$	14.95	 	 	2003	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	1570353638	 	Good Talking Words
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	29680	 	1570357706	 	Greenwood Word Lists
	 	$	22.50	 	 	2003	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	157035006X	 	Helping Kids Find Their Strengths Book
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	944584969	 	Helping Kids Handle Anger Second Edition
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	1570358184	 	Helping Kids Handle Conflict Intermediate Version
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	1570351481	 	Helping Kids Handle Put-Downs Book
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	1570359202	 	Language and Literacy for English Learners
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	22314	 	1570322909	 	Language! Classroom Set for 20 Students, Level 1
	 	$	1,639.00	 	 	2001	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	25152	 	1570355150	 	Meeting Standards: Instructional Strategies for Struggling Students
	 	$	24.95	 	 	2003	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	1570351163	 	Multiple Intelligences Book
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	26278	 	1570358427	 	North Star: A Digital Guide to a Universe of Educator Resources (25 CD-ROMs)
	 	$	2,000.00	 	 	2003	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	26286	 	1570358435	 	North Star: A Digital Guide to a Universe of Educator Resources (40 CD-ROMs)
	 	$	3,000.00	 	 	2003	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	26294	 	1570358400	 	North Star: A Digital Guide to a Universe of Educator Resources (5 CD-ROMs)
	 	$	600.00	 	 	2003	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	26251	 	1570355258	 	North Star: A Digital Guide to a Universe of Educator Resources (CD-ROM)
	 	$	75.00	 	 	2003	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	26260	 	1570358419	 	North Star: A
Digital Guide to a Unvierse of Educator Resources (10 CD-ROMs)
	 	$	1,000.00	 	 	2003	 	 	 	 	 	 	 	 






Page 122 of 124









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	UT	 	2004	 	2009	 	Sopris	 	27561	 	1570358745	 	Parenting Young Children
	 	$	48.00	 	 	2003	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	32281	 	1570350019	 	Please! Teach ALL of Me
	 	$	19.50	 	 	1994	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	25515	 	1570354537	 	Reaching Out To Today’s Kids
	 	$	12.95	 	 	2001	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Read Well K ABC Poem Posters
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Read Well K ABC Wall Cards Plain Text
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Read Well K ABC Wall Cards Slanted Text
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Read Well K Assessment Manual
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Read Well K Assessment Manual
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Read Well K CD of Songs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Read Well K Children’s Literature Set
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Read Well K Classroom Package Plain
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Read Well K Classroom Package Slanted
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Read Well K Pocket Chart Cards
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Read Well K Small Group Blending CArds
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Read Well K Small Group Package Plain
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Read Well K Small Group Package Slanted
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Read well K Sound and Word Cards
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Read Well K Student Story Books Units 1-10
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Read Well K Student Story Books Units 11-20
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	 	 	Read Well K Whole Group Blending Cards
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	24037	 	1570358036	 	REWARDS Plus Application to Social Studies Student Book
	 	$	6.95	 	 	2003	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	24045	 	1570358044	 	REWARDS Plus Application to Social Studies Student Book Set of 10
	 	$	56.00	 	 	2003	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	24053	 	1570358024	 	REWARDS Plus Application to Social Studies Teacher’s Guide
	 	$	52.00	 	 	2003	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	24061	 	1570352720	 	REWARDS Student Book
	 	$	6.95	 	 	2000	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	24029	 	413691905200	 	REWARDS Student Book Set of 10
	 	$	56.00	 	 	2000	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	23974	 	1570352712	 	REWARDS Teacher’s Guide
	 	$	52.00	 	 	2000	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	32328	 	1570351600	 	SenseAble Strategies
	 	$	22.95	 	 	1998	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	1593180969	 	Spellography Modified Classroom Set
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	1570358265	 	Spellography Student Workbooks A Pack of 5
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	1570358273	 	Spellography Student Workbooks B Pack of 5
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	1570358281	 	Spellography Student Workbooks C Pack of 5
	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Page 123 of 124









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	State	 	Start	 	End	 	Co	 	JDE	 	ISBN	 	Title	 	Price	 	Copyright	 	FOB	 	Total Cost
	UT	 	2004	 	2009	 	Sopris	 	20503	 	1570354863	 	Stop &
Think Social Skills Program Manual and Reproducible Forms Grades PreK
- 1
	 	$	69.00	 	 	2001	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	20343	 	41029031618	 	Stop & Think Social Skills Program PreK - 1 Class Set
	 	$	125.00	 	 	2001	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	1570354898	 	Stop and Think Social Skills Manual and Reproducibles
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	1570353646	 	Stop and Think Social Skills Parent Training Video
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	30040	 	1570351198	 	Strategies and Tactics for Effective Instruction
	 	$	34.95	 	 	1997	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	1570350051	 	Teaching Cooperation Skills Book
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	944584705	 	Teaching Friendship Skills Intermediate Version
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	944584691	 	Teaching Friendship Skills Primary Version
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	26201	 	1570354308	 	The Parent Coach: A New Approach to Parenting in Today’s Society
	 	$	21.00	 	 	2003	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	1570359199	 	The Six Minute Solution
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	28855	 	1570355193	 	The Tough Kid Parent Book: Why Me?
	 	$	24.95	 	 	2003	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	 	 	1593182120	 	Vocabulary Through Morphemes Set
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	29891	 	1570351244	 	Why Don’t They Like Me?
	 	$	21.00	 	 	1998	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	28783	 	 	 	Write Well Spelling Alphabet and Wall Cards Plain Text
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UT	 	2004	 	2009	 	Sopris	 	28791	 	 	 	Write Well Spelling Alphabet And Wall Cards Slanted Text
	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Page 124 of 124









 






Attachment 2




Schedule 3.5(ii)




Royalty Contracts




 










 





 Page 1 





Attachment 2




	 	 	 	 	 	 	 
	TITLE	 	AUTHORS/OWNER	 	Date of Contract	 	Title
	 

	 	Sopris Contracts	 	 	 	 
	STAMM

	 	Bradsby, Larry
	 	7/1/1995
	 	Board of Education Agenda Item
	Exceptions and Smarts

	 	CSDC
	 	1/1/1988
	 	Agreement
	Get on Top of 10 (formerly GOT IT!)

	 	Hartwig, Laurie
	 	2/1/1994
	 	Agreement
	Get on Top of 10 (formerly GOT IT!)

	 	Meredith, Gina
	 	2/1/1994
	 	Agreement
	Basic Skill Builders

	 	Anderson, Peggy
	 	2/1/1995
	 	Agreement
	Basic Skill Builders

	 	Beck, Ray
	 	2/1/1995
	 	Agreement
	Basic Skill Builders

	 	Conrad, Denise
	 	2/1/1995
	 	Agreement
	Systematic Screening for Behavior Disorders

	 	Severson, Herb
	 	5/1/1989
	 	Agreement
	Systematic Screening for Behavior Disorders

	 	Walker, Hill
	 	5/1/1989
	 	Agreement
	Why Don’t They Like Me

	 	Sheridan, Susan
	 	4/1/1997
	 	Agreement
	Time Savers for Educators

	 	Algozzine, Bob
	 	1/1/1997
	 	Agreement
	Time Savers for Educators

	 	Elliott, Judy
	 	1/1/1997
	 	Agreement
	Time Savers for Educators

	 	Ysseldyke, James
	 	1/1/1997
	 	Agreement
	Teaching Self-Management to Adolescents

	 	Morgan, Daniel P.
	 	6/1/1990
	 	Agreement
	Teaching Self-Management to Adolescents

	 	Smith, Deborah
	 	6/1/1990
	 	Agreement
	Teaching Self-Management to Adolescents

	 	West, Richard
	 	6/1/1990
	 	Agreement
	Teaching Self-Management to Adolescents

	 	Young, Richard
	 	6/1/1990
	 	Agreement
	J&J Readers

	 	Greene, Jane
	 	1/21/2000
	 	Publishing and Royalty Agreement
	J&J Readers

	 	Woods, Judy
	 	1/21/2000
	 	Publishing and Royalty Agreement
	The Tough Kid BookSeries

	 	Jenson, William
	 	5/1/1996
	 	Agreement
	The Tough Kid BookSeries

	 	Reavis, Ken (payable to G. Rhodes)
	 	5/1/1996
	 	Agreement
	The Tough Kid BookSeries

	 	Rhode, Ginger
	 	5/1/1996
	 	Agreement
	Student/Staff Support Teams (SST)

	 	McCullough-Santana, Laura
	 	7/1/1992
	 	Agreement
	Student/Staff Support Teams (SST)

	 	Phillips, Vicki
	 	7/1/1992
	 	Agreement
	The Homework Partners Series

	 	Utah Parent Center (UPC) (Dan Olympia)
	 	9/1/1992
	 	Agreement
	Cool Kids

	 	Conrad, Denise
	 	6/1/1998
	 	Publishing Agreement
	Cool Kids

	 	Kemp, Karen
	 	6/1/1998
	 	Publishing Agreement
	Cool Kids

	 	The Mulkey Company (Susan Fister-Mulkey)
	 	6/1/1998
	 	Publishing Agreement
	Managing Acting-Out Behavior

	 	Colvin, Geoff/Behavior Assoc.
	 	5/1/1996
	 	Agreement
	Please! Teach All of Me

	 	Crawford, Jackie
	 	6/1/1993
	 	Agreement
	Please! Teach All of Me

	 	Gums, Marcia
	 	6/1/1993
	 	Agreement
	Please! Teach All of Me

	 	Hanson, Joni
	 	6/1/1993
	 	Agreement
	Please! Teach All of Me

	 	Neys, Paula
	 	6/1/1993
	 	Agreement
	Bully-Proofing Your School

	 	Creating Caring Communities
	 	10/30/2003
	 	Letter of Agreement
	Bully-Proofing Your Elementary School

	 	The Bully Project
	 	6/1/1993
	 	Agreement
	Acting-Out Child, The

	 	Walker, Hill
	 	5/1/1993
	 	Agreement
	Box

	 	Jenson, William
	 	5/1/1996
	 	Agreement
	Box

	 	Reavis, Ken (payable to G. Rhodes)
	 	5/1/1996
	 	Agreement
	Box

	 	Rhode, Ginger
	 	5/1/1996
	 	Agreement
	J&J Readers 3rd Edition

	 	Greene, Jane
	 	1/21/2000
	 	Publishing and Royalty Agreement
	J&J Readers 3rd Edition

	 	Woods, Judy
	 	1/21/2000
	 	Publishing and Royalty Agreement
	Add A-Z

	 	McLaughlin, Phil
	 	5/1/1999
	 	Publishing Agreement
	TGIF-One Minute Skill Builder

	 	Kemp, Karen
	 	10/1/1994
	 	Agreement












 



Page 2


Attachment 2




	 	 	 	 	 	 	 
	STAMM

	 	Bradsby, Larry
	 	7/1/1995
	 	Board of Education Agenda Item
	TGIF-One Minute Skill Builder

	 	The Mulkey Company (Susan Fister-Mulkey)
	 	10/1/1994
	 	Agreement
	TGIF-One Minute Skill Builder

	 	The Mulkey Company (Susan Fister-Mulkey)
	 	11/2/2004
	 	Agreement Amendment
	Better IEPs

	 	Bateman, Barbara
	 	11/1/1994
	 	Agreement
	Better IEPs

	 	Linden, Mary Ann
	 	11/1/1994
	 	Agreement
	Different is Not Bad, Different
is The World

	 	Booz, Elizabeth
	 	11/1/1994
	 	Agreement
	Different is Not Bad, Different
is The World

	 	Smith, Sally
	 	6/1/1994
	 	Agreement
	On Track (Univ of MT)

	 	Alt, Rhonda
	 	2/1/1994
	 	Agreement
	On Track (Univ of MT)

	 	Guidry, Jean
	 	2/1/1994
	 	Agreement
	On Track (Univ of MT)

	 	Keeley, Elizabeth
	 	2/1/1994
	 	Agreement
	On Track (Univ of MT)

	 	Neilson, Shelley
	 	2/1/1994
	 	Agreement
	On Track (Univ of MT)

	 	van den Pol, Richard
	 	2/1/1994
	 	Agreement
	The Merit Program

	 	Alt, Rhonda
	 	2/1/1994
	 	Agreement
	The Merit Program

	 	Guidry, Jean
	 	2/1/1994
	 	Agreement
	The Merit Program

	 	Keeley, Elizabeth
	 	2/1/1994
	 	Agreement
	The Merit Program

	 	Neilson, Shelley
	 	2/1/1994
	 	Agreement
	The Merit Program

	 	van den Pol, Richard
	 	2/1/1994
	 	Agreement
	Teaching

	 	Pragmatic Systems (DeBoer, Anita)
	 	2/1/1995
	 	Agreement
	Teaching

	 	The Mulkey Company (Susan Fister-Mulkey)
	 	2/1/1995
	 	Agreement
	Communicating

	 	Pragmatic Systems (DeBoer, Anita)
	 	1/1/1995
	 	Agreement
	LI Supplements: 74CHART

	 	Greene, Jane
	 	9/29/2006
	 	Author Agreement
	Language! The Works (EXCEPT
74CHART)

	 	Greene, Jane
	 	9/29/2006
	 	Author Agreement
	The Tough Kid Social Skills Book

	 	Sheridan, Susan
	 	11/1/2001
	 	Publishing Agreement
	Tough Kids Video Series

	 	Algozzine, Bob
	 	11/13/2001
	 	Publishing Agreement
	Tough Kids Video Series

	 	Archer, Anita
	 	11/13/2001
	 	Publishing Agreement
	Tough Kids Video Series

	 	Jenson, Bill
	 	11/13/2001
	 	Publishing Agreement
	Tough Kids Video Series

	 	Reavis, Ken (payable to G. Rhodes)
	 	11/13/2001
	 	Publishing Agreement
	Tough Kids Video Series

	 	Rhode, Ginger
	 	11/13/2001
	 	Publishing Agreement
	Tough Kids Video Series

	 	Sprick, Randy
	 	11/13/2001
	 	Publishing Agreement
	Tough Kids Video Series

	 	Walker, Hill
	 	11/13/2001
	 	Publishing Agreement
	Tough Kids Video Series

	 	Ysseldyke, James
	 	11/13/2001
	 	Publishing Agreement
	BEST Practices

	 	Utah Parent Center
	 	3/1/1993
	 	Agreement
	Gangs-Straight Talk, Straight Up

	 	Jenson, Mary
	 	11/1/1994
	 	Agreement
	Gangs-Straight Talk, Straight Up

	 	Yerrington, Phillip
	 	11/1/1994
	 	Agreement
	Heroes

	 	Raoul Wallenberg Foundation
	 	11/1/1994
	 	Agreement
	How To Read With Your Children

	 	Wilken, Phyllis
	 	2/4/2002
	 	Publishing Agreement
	Teaching Kids To Learn

	 	Seaman, John
	 	5/1/1995
	 	Agreement
	Choice Makers Series

	 	University Tech Corp (CUCS) (CU, Colo Springs)
	 	4/1/1996
	 	Agreement
	Inclusion notes For Busy Teachers

	 	Fad, Kathleen
	 	2/1/1995
	 	Agreement
	Inclusion notes For Busy Teachers

	 	Riddle, Margaret
	 	2/1/1995
	 	Agreement
	The New Teacher’s Surival Guide

	 	Fad, Kathleen
	 	6/20/2001
	 	Publishing Agreement
	The New Teacher’s Surival Guide

	 	Gilliam, James
	 	6/20/2001
	 	Publishing Agreement
	Health ‘n Me

	 	Bridge Communication (McCarthy, Alice)
	 	5/1/2000
	 	Independent Service Agreement
	Supple Works (93CHART)

	 	Pacific Northwest Publishing, Inc (Sprick, Marilyn)
	 	3/1/2005
	 	Publishing Agreement
	Works

	 	Pacific Northwest Publishing, Inc (Sprick, Marilyn)
	 	3/1/2005
	 	Publishing Agreement












 



Page 3


Attachment 2




	 	 	 	 	 	 	 
	STAMM

	 	Bradsby, Larry
	 	7/1/1995
	 	Board of Education Agenda Item
	The Effective Elementary Classroom

	 	Colvin, Geoff
	 	11/1/2002
	 	Publishing Agreement
	The Effective Elementary Classroom

	 	Lazar, Mike
	 	11/1/2002
	 	Publishing Agreement
	Classwide Peer Tutoring

	 	Univeristy of Kansas
	 	9/1/1995
	 	Agreement
	Turning Our School Around

	 	Wilken, Phyllis
	 	10/30/1996
	 	Letter of Understanding
	First Step

	 	Feil, Ed
	 	7/1/1997
	 	Agreement
	First Step

	 	Golly, Annemieke
	 	7/1/1997
	 	Agreement
	First Step

	 	Kavanagh, Kate
	 	7/1/1997
	 	Agreement
	First Step

	 	Severson, Herb
	 	7/1/1997
	 	Agreement
	First Step

	 	Stiller, Bruce
	 	7/1/1997
	 	Agreement
	First Step

	 	Walker, Hill
	 	7/1/1997
	 	Agreement
	LANGUAGE! Roots

	 	Alexander, John
	 	9/1/1997
	 	Agreement
	LANGUAGE! Roots

	 	Bebko, Anne
	 	9/1/1997
	 	Agreement
	LANGUAGE! Roots

	 	Doucet, Richard
	 	9/1/1997
	 	Agreement
	LANGUAGE! Roots

	 	Greene, Jane
	 	9/1/1997
	 	Publishing, Training, and Royalty Agreement
	LANGUAGE ! — Third Edition

	 	Eberhardl & Eberhardt LLC
	 	4/1/2003
	 	Letter of Agreement
	LANGUAGE ! — Third Edition

	 	Greene, Jennifer
	 	11/13/2003
	 	Letter of Agreement
	LANGUAGE ! — Third Edition

	 	The Greenwood School (John Alexander)
	 	7/21/2004
	 	Amendment to Agreement
	One-Minute Fluency Builders

	 	Anderson, Peggy
	 	5/5/2003
	 	Publishing Agreement
	One-Minute Fluency Builders

	 	Beck, Ray
	 	5/5/2003
	 	Publishing Agreement
	One-Minute Fluency Builders

	 	Conrad, Denise
	 	5/5/2003
	 	Publishing Agreement
	CLAS Collections

	 	Amy Santos
	 	3/10/2003
	 	Publishing Agreement
	CLAS Collections

	 	Susan Fowler
	 	3/10/2003
	 	Publishing Agreement
	Alternative Techniques for Math

	 	Ricahrd Cooper
	 	3/24/2003
	 	Publishing Agreement
	Math Think Sheets

	 	The Learner’s Edge, Inc.
	 	3/23/2003
	 	Publishing Agreement
	Tough Kid Preschool Book

	 	Bowen, Julie
	 	9/23/2003
	 	The Tough Kid Series Agreement Addendum
	Tough Kid Preschool Book

	 	Evans, Calvin
	 	9/23/2003
	 	The Tough Kid Series Agreement Addendum
	Tough Kid Preschool Book

	 	Jenson, Bill
	 	9/23/2003
	 	The Tough Kid Series Agreement Addendum
	Tough Kid Preschool Book

	 	Rhode, Ginger
	 	9/23/2003
	 	The Tough Kid Series Agreement Addendum
	Tough Kid Principal’s Briefcase

	 	Evans, Calvin
	 	9/23/2003
	 	The Tough Kid Series Agreement Addendum
	Tough Kid Principal’s Briefcase

	 	Jenson, Bill
	 	9/23/2003
	 	The Tough Kid Series Agreement Addendum
	Tough Kid Principal’s Briefcase

	 	Morgan, Daniel P.
	 	9/23/2003
	 	The Tough Kid Series Agreement Addendum
	Tough Kid Principal’s Briefcase

	 	Rhode, Ginger
	 	9/23/2003
	 	The Tough Kid Series Agreement Addendum
	Stepping Stones to Literacy

	 	Penny Cooper (and Jorge Gonzalez)
	 	5/5/2003
	 	Publishing Agreement
	Stepping Stones to Literacy

	 	Ron Nelson
	 	5/5/2003
	 	Publishing Agreement
	Classroom Management for Algebra
! Rescue

	 	Witt, Joseph
	 	5/5/2003
	 	Publishing Agreement
	Algebra Readiness Assessment

	 	Witt, Joseph
	 	5/5/2003
	 	Publishing Agreement
	Teachers

	 	Galiaway, Kate
	 	12/16/2003
	 	Addendum
	Teachers

	 	Witt, Joseph
	 	12/16/2003
	 	Addendum
	Set

	 	Creating Caring Communities
	 	12/16/2003
	 	Letter of Agreement
	Caring Community

	 	McCarnes, Kayla
	 	5/12/2003
	 	Publishing Agreement
	Set

	 	McCarnes, Kayla
	 	5/12/2003
	 	Publishing Agreement
	Caring Community

	 	Nelson, Karin
	 	5/12/2003
	 	Publishing Agreement
	Set

	 	Nelson, Karin
	 	5/12/2003
	 	Publishing Agreement
	Caring Community

	 	Sager, Nancy W
	 	5/12/2003
	 	Publishing Agreement












 



Page 4


Attachment 2



	 	 	 	 	 	 	 
	STAMM

	 	Bradsby, Larry
	 	7/1/1995
	 	Board of Education Agenda Item
	Set

	 	Sager, Nancy W
	 	5/12/2003
	 	Publishing Agreement
	Edition

	 	Barris, Mitchell
	 	12/17/2003
	 	Amendmen for Bully-Proofing Agreements
	Edition

	 	Bonds, Maria
	 	12/17/2003
	 	Amendmen for Bully-Proofing Agreements
	Edition

	 	Carroty, Carta
	 	10/20/2003
	 	Amendmen for Bully-Proofing Agreements
	Edition

	 	Porter, Bill
	 	10/20/2003
	 	Amendmen for Bully-Proofing Agreements
	Edition

	 	Stoker, Sally
	 	12/17/2003
	 	Amendmen for Bully-Proofing Agreements
	Sound Partners

	 	Flrebaugh, Mary
	 	6/25/2003
	 	Publishing Agreement
	Sound Partners

	 	Jenkins, Joseph
	 	6/25/2003
	 	Publishing Agreement
	Sound Partners

	 	O’Connor, Rollanda
	 	6/25/2003
	 	Publishing Agreement
	Sound Partners

	 	Peyton, Julia
	 	6725/2003
	 	Publishing Agreement
	Sound Partners

	 	Pool, Kathleen
	 	6/25/2003
	 	Publishing Agreement
	Sound Partners

	 	Vadasy, Patricia
	 	6/25/2003
	 	Publishing Agreement
	Intervention Planning

	 	Liaupsin, Carl
	 	7/8/2003
	 	Publishing Agreement
	intervention Planning

	 	Nelson, C. Michael
	 	7/8/2003
	 	Publishing Agreement
	Intervention Planning

	 	Scott, Terrance M
	 	7/8/2003
	 	Publishing Agreement
	Revision of Math Rescue

	 	Bradsby, Shirley and Larry
	 	9/23/2003
	 	Publishing Agreement
	Inverventions

	 	Hall, Susan
	 	9/23/2003
	 	Publishing Agreement
	Inverventions

	 	Moats, Louisa
	 	9/23/2003
	 	Publishing Agreement
	Success

	 	Denton, Carolyn
	 	4/12/2004
	 	Addendum to the Coaching Reading Agreement
	Success

	 	Hasbrouck, Jan
	 	10/14/2003
	 	Publishing Agreement
	Fun

	 	Algozane, Bob
	 	9/9/2003
	 	Publishing Agreement
	Fun

	 	Ysseldyke, James
	 	9/9/2003
	 	Publishing Agreement
	Advice on Teaching The Tough to Teach

	 	Morgan, Daniel P. with payment to USU/CSF
	 	9/22/2003
	 	Publishing Agreement
	Tutoring Reading Guide for Parapros

	 	Glaser, Deborah
	 	4/2/2003
	 	Publishing Agreement
	Phonics Comics

	 	Lapin, Gloria
	 	10/10/2003
	 	Publishing Agreement
	We Can ! Classroom Mgt Training Video

	 	Gibson, Vicki
	 	12/12/2001
	 	First Amendment
	A Spelling Program for Primary Grade

	 	Javemick, Ellen
	 	11/20/2003
	 	Publishing Agreement
	A Spelling Program for Primary Grade

	 	Moats, Louisa
	 	11/20/2003
	 	Publishing Agreement
	DIBELS Users Manual

	 	Hancock, Carrie
	 	11/5/2003
	 	Dibel’s User Manual Amendment
	DIBELS Users Manual

	 	Reading Street, LLC (Linda Farrell)
	 	11/5/2003
	 	Publishing Agreement
	Writing Rewards, Module 1-Score

	 	Archer, Anita
	 	12/5/2003
	 	Publishing Agreement
	Writing Rewards, Module 1-Score

	 	Gleason-Ricker, Mary
	 	12/5/2003
	 	Publishing Agreement
	Writing Rewards, Module 1-Score

	 	Isaacson, Steven
	 	12/5/2003
	 	Publishing Agreement
	Writing Rewards, Module 2-5

	 	Archer, Anita
	 	12/5/2003
	 	Publishing Agreement
	Writing Rewards, Module 2-5

	 	Gleason-Ricker, Mary
	 	12/5/2003
	 	Publishing Agreement
	Better Transitions

	 	Linden, Mary Ann
	 	1/5/2004
	 	Publishing Agreement
	Phoneme/Grapheme Mapping

	 	Grace, Kathryn
	 	12/19/2003
	 	Publishing Agreement
	Vocabulary is Power

	 	Marchand-Martelia, Nancy
	 	1/13/2004
	 	Publishing Agreement
	Vocabulary is Power

	 	Nelson, Jay Ron
	 	1/13/2004
	 	Publishing Agreement
	LETRS Presenter’s CD

	 	Sedita, Joan
	 	2/10/2004
	 	Agreement Amendment
	LETRS Presenter’s CD

	 	Tolman, Carol
	 	2/10/2004
	 	Publishing Agreement
	Stop & Think Curriculum

	 	Project Achieve, Inc
	 	2/10/2004
	 	Publishing Agreement
	The Reading Intervention Program

(TRIP)

	 	Farrell, Linda
	 	3/23/2004
	 	Publishing Agreement
	The Reading Intervention Program

{TRIP)

	 	Hunter, Michael
	 	3/23/2004
	 	Publishing Agreement















 





 Page 5 





Attachment 2




	 	 	 	 	 	 	 
	STAMM

	 	Bradsby, Larry
	 	7/1/1995
	 	Board of Education Agenda Item
	The Reading Intervention Program (TRIP)

	 	Moats, Louisa
	 	3/23/2004
	 	Publishing Agreement
	LETRS-Module 7 Revised

	 	Moats, Louisa
	 	1/1/2005
	 	Mitchell-Moats Master Publishing Agreement
	LETRS-Module 7 Revised

	 	The Stern Center
	 	4/14/2004
	 	Publishing Agreement
	Sortegories

	 	Eberhardt, Nancy
	 	4/5/2003
	 	Publishing Agreement
	Sortegories

	 	Fertilo, Sheryl
	 	4/5/2003
	 	Publishing Agreement
	Safeguarding Our Children: An Action Guide

	 	American Institutes for Research
	 	4/21/2004
	 	Publishing Agreement
	Bank (SSARB)

	 	CO-TEACH/DERS Gift Account
	 	6/16/2004
	 	Publishing Agreement
	Bank (SSARB)

	 	Schuldberg, David
	 	6/16/2004
	 	Publishing Agreement
	Bank (SSARB)

	 	van den Pol, Richard
	 	6/16/2004
	 	Publishing Agreement
	Responsive Reading

	 	Denton, Carolyn
	 	4/19/2003
	 	Publishing Agreement
	Responsive Reading

	 	Hocker, Jennifer Lynn
	 	4/19/2004
	 	Publishing Agreement
	of Violence

	 	Browning-Wright, Diana
	 	1/19/2004
	 	Agreement Amendment No. 1
	of Violence

	 	Cornell, Dewey
	 	6/1/2004
	 	Publishing Agreement
	of Violence

	 	Sheras, Peter
	 	6/1/2004
	 	Publishing Agreement
	Reading Comprehension

	 	Sedita, Joan
	 	6/1/2004
	 	Publishing Agreement
	Comprehensive Approach for High Schools

	 	McDonald, Jill
	 	4/27/2004
	 	Publishing Agreement
	Comprehensive Approach for High Schools

	 	Stoker, Sally
	 	4/27/2004
	 	Publishing Agreement
	Emerging Language and Literacy Curriculum

	 	Children’s Therapeutic Learning Center
	 	4/13/2004
	 	Publishing Agreement
	Power Readers

	 	Ebbers, Susan M.
	 	7/12/2004
	 	Publishing Agreement
	Teaching Students to Problem Solve

	 	Daunic, Ann
	 	7/1/2004
	 	Publishing Agreement
	Teaching Students to Problem Solve

	 	Smith, Stephen
	 	7/1/2004
	 	Publishing Agreement
	TASA Assessments

	 	pay Pro-Ed on specific books calender qtr basis
	 	11/8/2004
	 	Distribution & License Agreement
	Words for Teachers

	 	Greene, Jane
	 	11/6/2002
	 	Publishing, Training, and Royalty Agreement
	Colleague in the Classroom: Math

	 	Frykholm, Jeff
	 	8/4/2004
	 	Publishing Agreement
	Math Tools

	 	Frykholm, Jeff
	 	8/4/2004
	 	Publishing Agreement
	The Achieving, Behaving, Caring Program

	 	Fitzgerald, Martha
	 	9/16/2004
	 	Publishing Agreement
	The Achieving, Behaving, Caring Program

	 	Kay, Pam
	 	9/16/2004
	 	Publishing Agreement
	The Achieving, Behaving, Caring Program

	 	McConaugby, Stephanie
	 	9/16/2004
	 	Publishing Agreement
	The Achieving, Behaving, Caring Program

	 	University of Vermont State & Agricultural College
	 	9/16/2004
	 	Publishing Agreement
	The Achieving, Behaving, Caring Program

	 	Welkowitz, Julie
	 	9/16/2004
	 	Publishing Agreement
	REWARDS-INTERMEDIATE

	 	Archer, Anita
	 	12/13/2004
	 	Author Agreement
	REWARDS-INTERMEDIATE

	 	Gleason-Ricker, Mary
	 	12/13/2004
	 	Author Agreement
	REWARDS-INTERMEDIATE

	 	Vachon, Vicky
	 	12/13/2004
	 	Author Agreement
	Primary Six-Minute Solution Teacher’s Guide

	 	Adams, Gail
	 	1/20/2005
	 	Author Agreement
	Primary Six-Minute Solution Teacher’s Guide

	 	Brown, Sheron
	 	1/20/2005
	 	Author Agreement
	Nate the Great

	 	Weinman Sharmat, Marjorie
	 	3/1/2005
	 	Agreement
	Rewards Plus Social Studies

	 	Archer, Anita
	 	12/13/2004
	 	Author Agreement
	ReadWell One Plus

	 	Sprick, Marilyn
	 	3/1/2005
	 	Publishing Agreement
	Li 3rd Training Syllabus

	 	Greene, Jane
	 	9/29/2006
	 	Author Agreement
	Step Up to Writing 2nd Edition

	 	ReadWriteConnect (Maureen Auman)
	 	1/1/2005
	 	Author Agreement
	Write Well Composition

	 	Teaching Strategies (Marilyn Sprick)
	 	3/1/2005
	 	Publishing Agreement
	RW Kindergarten Revised

	 	Teaching Strategies (Marilyn Sprick)
	 	3/1/2005
	 	Publishing Agreement
	ReadWell Grade 3

	 	Teaching Strategies (Marilyn Sprick)
	 	3/1/2005
	 	Publishing Agreement
	ReadWell Grade 2

	 	Teaching Strategies (Marilyn Sprick)
	 	3/1/2005
	 	Publishing Agreement


















 




Page 6


Attachment 2




	 	 	 	 	 	 	 
	STAMM

	 	Bradsby, Larry
	 	7/1/1995
	 	Board of Education Agenda Item
	Step Up to Writing Revised

	 	ReadWriteConnect (Maureen Auman)
	 	1/1/2005
	 	Author Agreement
	DIBELS—Spanish

	 	Dynamic Measurement Group (Roland Good)
	 	2/23/2004
	 	Strategic Alliance and License Agreement
	Write Well — Spelling, Level 2

	 	Teaching Strategies (Marilyn Sprick)
	 	3/1/2005
	 	Publishing Agreement
	Write Well — Composition, Level 2

	 	Teaching Strategies (Marilyn Sprick)
	 	3/1/2005
	 	Publishing Agreement
	The Fast Read Vocab Program-LVL I & II

	 	Nelson, Ron
	 	3/7/2006
	 	Author Agreement
	The Fast Read Vocab Program-LVL I & II

	 	Vadasy, Pat
	 	3/7/2006
	 	Author Agreement
	Teaching Reading Essentials

	 	Farrell, Linda
	 	4/4/2006
	 	Author Agreement
	Teaching Reading Essentials

	 	Moats, Louisa
	 	4/4/2006
	 	Author Agreement
	Rewards Writing

	 	Archer, Anita
	 	12/13/2004
	 	Author Agreement
	Tier-II Math Intervention Curricula

	 	Moats, Louisa
	 	1/1/2005
	 	Mitchell-Moats Master Publishing Agreement
	Model

	 	Moats, Louisa
	 	1/1/2005
	 	Mitchell-Moats Master Publishing Agreement
	LETRS Basics

	 	Glaser, Deborah
	 	8/2/2006
	 	Author Agreement
	LETRS Basics

	 	Moats, Louisa
	 	8/2/2006
	 	Author Agreement
	Read Well K Center Activities

	 	Sprick, Marilyn
	 	3/1/2005
	 	Publishing Agreement
	Read Well 1 Center Activities

	 	Sprick, Marilyn
	 	3/1/2005
	 	Publishing Agreement
	Li Visual Vocabulary

	 	Greene, Jane
	 	9/29/2006
	 	Author Agreement
	Using Letrs with English Language Learners

	 	Arguelles, Maria Elena
	 	8/3/2006
	 	Author Agreement
	Using Letrs with English Language Learners

	 	Baker, Scott
	 	8/3/2006
	 	Author Agreement
	Using Letrs with English Language Learners

	 	Moats, Louisa
	 	8/3/2006
	 	Author Agreement
	Words for Academic Writing

	 	Adams, Gall
	 	9/6/2006
	 	Author Agreement
	Words for Academic Writing

	 	Van Zant, Susan
	 	9/6/2006
	 	Author Agreement
	The Reading Coach Presenter’s CD

	 	Tolman, Carol
	 	10/5/2006
	 	Author Agreement
	The Reading Coach Presenter’s CD

	 	Hasbrouck, Jan
	 	10/5/2006
	 	Author Agreement
	The Reading Coach Presenter’s CD

	 	Denton, Carolyn
	 	10/5/2006
	 	Author Agreement
	Good Talking Words

	 	Paulson, Lucy Hart
	 	4/1/1997
	 	Agreement
	Good Talking Words

	 	van den Pol, Richard
	 	4/1/1997
	 	Agreement
	Stop & Think (Supplemental Materials)

	 	Batsche, George
	 	2/1/2001
	 	Publishing Agreement
	Stop & Think (Supplemental Materials)

	 	Knoff, H-Pay to Project Achieve
	 	2/1/2001
	 	Publishing Agreement
	Project Achieve (Stop & Think Curriculum)

	 	Knoff, H-Pay to Project Achieve
	 	5/28/2003
	 	Publishing Agreement
	Degrees of Reading Power (DRP) Booklink

	 	Greene, Jane
	 	1/1/2000
	 	Publishing, Training, and Royalty Agreement
	Is There LIFE in the Classroom

	 	Allen, Cathi
	 	8/1/1997
	 	Agreement
	Is There LIFE in the Classroom

	 	Keith, Danelle
	 	8/1/1997
	 	Agreement
	Is There LIFE in the Classroom

	 	McDonnell, John
	 	8/1/1997
	 	Agreement
	Is There LIFE in the Classroom

	 	McQuivey, Camille
	 	8/1/1997
	 	Agreement
	Is There LIFE in the Classroom

	 	Thorson, Nadine
	 	8/1/1997
	 	Agreement
	Is There LIFE in the Classroom

	 	UPC
	 	8/1/1997
	 	Agreement
	Languange Practice

	 	Greene, Jane
	 	1/1/2000
	 	Publishing, Training, and Royalty Agreement
	Languange Practice

	 	Woods, Judy
	 	1/1/2000
	 	Publishing, Training, and Royalty Agreement
	Coping With Crisis: Lessons Learned

	 	McCormick, Jami
	 	5/15/1999
	 	Publishing Agreement
	Coping With Crisis: Lessons Learned

	 	Poland, Scott
	 	5/15/1999
	 	Publishing Agreement
	Good Thinking

	 	Clark, CHERYL
	 	12/1/1997
	 	Agreement
	Good Thinking

	 	Hull, Wayne
	 	12/1/1997
	 	Agreement
	IEP Connections

	 	NASDE (Judy Schrag)
	 	4/1/1998
	 	Agreement
	Assessments

	 	Nelson, Jay Ron
	 	6/1/1998
	 	Publishing Agreement












 



Page 7


Attachment 2




	 	 	 	 	 	 	 
	STAMM

	 	Bradsby, Larry
	 	7/1/1995
	 	Board of Education Agenda Item
	Assessments

	 	Roberts, Maura
	 	6/1/1998
	 	Publishing Agreement
	Assessments

	 	Smith, Deborah
	 	6/1/1998
	 	Publishing Agreement
	Get ‘Em On Task

	 	Althouse, Brad
	 	6/1/1998
	 	Publishing Agreement
	Get ‘Em On Task

	 	Jenson, William
	 	6/1/1998
	 	Publishing Agreement
	Get ‘Em On Task

	 	Likins, Marllyn
	 	6/1/1998
	 	Publishing Agreement
	Get ‘Em On Task

	 	Morgan, Daniel P.
	 	6/1/1998
	 	Publishing Agreement
	Teaching Effective Classroom Routines

	 	Gilbertson, Donna
	 	2/1/1998
	 	Agreement
	Teaching Effective Classroom Routines

	 	LaFleur, Lynn
	 	2/1/1998
	 	Agreement
	Teaching Effective Classroom Routines

	 	Naquin, Gail
	 	2/1/1998
	 	Agreement
	Teaching Effective Classroom Routines

	 	Witt, Joseph
	 	2/1/1998
	 	Agreement
	Observe

	 	Martin, Sandy (Psychsoft)
	 	11/15/1999
	 	Publishing Agreement
	Functional Assessment Intervention Program

	 	Utah Parent Center
	 	2/5/1999
	 	Publishing Agreement
	Teaching Kids & Adults with Autism

	 	Fad, Kathleen McConnell
	 	2/1/1998
	 	Agreement
	Teaching Kids & Adults with Autism

	 	Moulton, Rozelle
	 	2/1/1998
	 	Agreement
	Assessment and Interventions (MISSING

	 	Beck, Ray
	 	3/1/1999
	 	Publishing Agreement
	Assessment and Interventions (MISSING

	 	Witt, Joseph
	 	3/1/1999
	 	Publishing Agreement
	Teachers

	 	Greene, Jane
	 	9/29/2006
	 	Author Agreement
	Guide LI 2nd Edition

	 	Eberhardt, Nancy
	 	5/1/2000
	 	Publishing Agreement
	Making Inclusion Work, Video 1 (ITN)

	 	Beninghof, Anne
	 	5/1/1999
	 	Publishing Agreement
	Making Inclusion Work, Video 1 (ITN)

	 	McLaughlin, Phil
	 	5/1/1999
	 	Publishing Agreement
	LANGUAGE! Categories

	 	Eberhardt, Nancy
	 	1/1/1999
	 	Publishing Agreement
	LANGUAGE! Categories

	 	Greene, Jane
	 	1/1/2000
	 	Publishing, Training, and Royalty Agreement
	LANGUAGE! Categories

	 	Powers Sorese, Denise
	 	1/1/1999
	 	Publishing Agreement
	Guide to Salving Academic & Behavior

	 	Daly, Edward
	 	1/1/2000
	 	Publishing Agreement
	Guide to Solving Academic & Behavior

	 	Noell, George
	 	1/1/2000
	 	Publishing Agreement
	Guide to Solving Academic & Behavior

	 	Witt, Joseph
	 	1/1/2000
	 	Publishing Agreement
	Step Up To Writing

	 	Auman, Maureen/dba The Read Write Connec.
	 	1/1/2005
	 	Author Agreement
	High Noon Books

	 	Greene, Jane
	 	9/29/2006
	 	Author Agreement
	Bully-Proofing Your School — Middle Schools

	 	Bonds, Maria
	 	10/20/2003
	 	Amendmen for Bully-Proofing Agreements
	Bully-Proofing Your School — Middle Schools

	 	Stoker, Sally
	 	10/20/2003
	 	Amendmen for Bully-Proofing Agreements
	Bully-Proofing Your School — Middle Schools

	 	The Bully Project
	 	10/20/2003
	 	Amendmen for Bully-Proofing Agreements
	Think Time Strategy for Schools

	 	Beth Ann Carr
	 	3/14/2003
	 	Think Time Agreement Amendment
	Think Time Strategy for Schools

	 	Ron Nelson
	 	3/14/2003
	 	Think Time Agreement Amendment
	Special Education in Transition

	 	Grimes, Jeffrey (accrual only)
	 	2/1/1998
	 	Publishing Agreement
	Special Education in Transition

	 	Reschly, Daniel (accrual only)
	 	2/1/1998
	 	Publishing Agreement
	Special Education in Transition

	 	Tiley, W. David III (accrual only)
	 	2/1/1998
	 	Publishing Agreement
	Spellers

	 	Coultas, Deb
	 	12/1/1998
	 	Publishing Agreement
	Spellers

	 	Greene, Jane
	 	1/1/2000
	 	Publishing, Training and Royalty Agreement
	Spellers

	 	Whitney, Anne
	 	12/1/1998
	 	Publishing Agreement
	The Tough Class Discipline Kit

	 	McNeil, Cheryl
	 	5/1/1999
	 	Publishing Agreement
	REWARDS

	 	Archer, Anita
	 	10/15/2002
	 	Rewards Agreement Addendum
	REWARDS

	 	Gleason-Ricker, Mary
	 	10/15/2002
	 	Rewards Agreement Addendum
	REWARDS

	 	Vachon, Vicky
	 	10/15/2002
	 	Rewards Agreement Addendum
	First Aid for-Hurt Feelings

	 	Barris, Mitchell	 	5/1/1999
	 	Publishing Agreement












 



Page 8


Attachment 2




	 	 	 	 	 	 	 
	STAMM

	 	Bradsby, Larry
	 	7/1/1995
	 	Board of Education Agenda Item
	First Aid for Hurt Feelings

	 	Garrity, Carla
	 	5/1/1999
	 	Publishing Agreement
	First Aid for Hurt Feelings

	 	Porter, William
	 	5/1/1999
	 	Publishing Agreement
	Sort Itl (LANGUAGE!)

	 	Feriito, Sheryl
	 	1/1/1999
	 	Publishing Agreement
	Sort Itl (LANGUAGE!)

	 	Greene, Jane
	 	1/1/2000
	 	Publishing, Training, and Royalty Agreement
	Functiional Behavioral Assessment

	 	Liaupsin, Carl
	 	8/1/2000
	 	Publishing Agreement
	Functiional Behavioral Assessment

	 	Nelson, C. Michael
	 	8/1/2000
	 	Publishing Agreement
	Functiional Behavioral Assessment

	 	Scott, Terrance M
	 	8/1/2000
	 	Publishing Agreement
	Processing (CTOPP)

	 	Greene, Jane
	 	9/29/2006
	 	Author Agreement
	Test of Word Reading Efficiency (TOWR)

	 	Greene, Jane
	 	9/29/2006
	 	Author Agreement
	Teacher Directed PALS

	 	Allen, Shelley
	 	10/1/1999
	 	Publishing Agreement
	Teacher Directed PALS

	 	Howard, Jill K.
	 	10/1/1999
	 	Publishing Agreement
	Teacher Directed PALS

	 	Mathes-Burnett, Patricia
	 	10/1/1999
	 	Publishing Agreement
	Teacher Directed PALS

	 	Torgesen, Joseph
	 	10/1/1999
	 	Publishing Agreement
	Discovery Program-Videos

	 	Dl Media, LLLP
	 	1/1/2001
	 	Publishing Agreement
	Discovery Program-Workbooks

	 	Discovery Institute
	 	1/1/2001
	 	Publishing Agreement
	Attain IEP Success, Hostile, Resistant

	 	Attainment Company, Inc.
	 	10/17/2000
	 	Nonexclusive Submaster Royalty Agreement
	Resistance, Building Rapport

	 	Maag, John
	 	6/20/2000
	 	Publishing Agreement
	Collaborative Strategic Reading (CRS)

	 	Bryant, Diane
	 	6/29/2000
	 	Publishing Agreement
	Collaborative Strategic Reading (CRS)

	 	Dimino, Joseph
	 	6/29/2000
	 	Publishing Agreement
	Collaborative Strategic Reading (CRS)

	 	Klingner, Janette
	 	6/29/2000
	 	Publishing Agreement
	Collaborative Strategic Reading (CRS)

	 	Schumm, Jeanne S.
	 	6/29/2000
	 	Publishing Agreement
	Collaborative Strategic Reading (CRS)

	 	Vaughn, Sharon
	 	6/29/2000
	 	Publishing Agreement
	Language Skills (BELLS)

	 	Jepson, Stacia
	 	8/21/2000
	 	Publishing Agreement
	Language Skills (BELLS)

	 	Noble, Linda
	 	8/21/2000
	 	Publishing Agreement
	Language Skills (BELLS)

	 	Paulson, Lara
	 	8/21/2000
	 	Publishing Agreement
	Language Skills (BELLS)

	 	Paulson, Lucy Hart
	 	8/21/2000
	 	Publishing Agreement
	Language Skills (BELLS)

	 	van den Pol, Richard
	 	8/21/2000
	 	Publishing Agreement
	First Step to Success

	 	Feil, Edmound
	 	1/29/2001
	 	Publishing Agreement
	First Step to Success

	 	Golly, Annemieke
	 	1/29/2001
	 	Publishing Agreement
	First Step to Success

	 	Kavanagh, Kate
	 	1/29/2001
	 	Publishing Agreement
	First Step to Success

	 	Sleverson, Herb
	 	1/29/2001
	 	Publishing Agreement
	First Step to Success

	 	Stiller, Bruce
	 	1/29/2001
	 	Publishing Agreement
	First Step to Success

	 	Walker, Hill
	 	1/29/2001
	 	Publishing Agreement
	The IEP Planner Series

	 	DePry, Randall
	 	6/16/2000
	 	Publishing Agreement
	The IEP Planner Series

	 	Fletcher-Janzen, Elaine
	 	6/16/2000
	 	Publishing Agreement
	Meeting Standards

	 	Beninghof, Anne
	 	2/19/2001
	 	Publishing Agreement
	KPALS

	 	Clancy-Mencbetti, Jeanine
	 	10/1/1999
	 	Publishing Agreement
	KPALS

	 	Mathes-Bumetl, Patricia G
	 	10/1/1999
	 	Publishing Agreement
	KPALS

	 	Torgeson, Joseph K.
	 	10/1/1999
	 	Publishing Agreement
	1st Grade PALS

	 	Allen, Shelley
	 	10/1/1999
	 	Publishing Agreement
	1st Grade PALS

	 	Alior, Jill Howard
	 	10/1/1999
	 	Publishing Agreement
	1st Grade PALS

	 	Mathes-Burnett, Patricia G
	 	10/1/1999
	 	Publishing Agreement
	1st Grade PALS

	 	Torgeson, Joseph K.
	 	10/1/1999
	 	Publishing Agreement
	Language!

	 	Greene, Jane
	 	9/29/2006
	 	Author Agreement












 



Page 9


Attachment 2




	 	 	 	 	 	 	 
	STAMM

	 	Bradsby, Larry
	 	7/1/1995
	 	Board of Education Agenda Item
	Directed Play

	 	McCarthy-Rettig, Kelly
	 	4/27/2001
	 	Publishing Agreement
	Directed Play

	 	Rettig, Michael
	 	4/27/2001
	 	Publishing Agreement
	Language Roots, 2nd Edition

	 	Alexander, John
	 	9/1/1997
	 	Agreement
	Language Roots, 2nd Edition

	 	Bebko, Anne
	 	9/1/1997
	 	Agreement
	Language Roots, 2nd Edition

	 	Doucet, Richard
	 	9/1/1997
	 	Agreement
	Language Roots, 2nd Edition

	 	Greene, Jane
	 	9/29/2006
	 	Author Agreement
	The Well Connected School Psychologist

	 	Steingart, Sandra K.
	 	5/4/2001
	 	Publishing Agreement
	Reaching Out to Today’s Kids

	 	Flatau, Susie Kelly
	 	6/12/2001
	 	Publishing Agreement
	Reaching Out to Today’s Kids

	 	McConnell Fad, Kathleen
	 	6/12/2001
	 	Publishing Agreement
	Making Your Child a Player in Life

	 	Bessire, Linda
	 	6/14/2001
	 	Publishing Agreement
	Making Your Child a Player in Life

	 	Cronin, W. Jean
	 	6/14/2001
	 	Publishing Agreement
	Spelling and Writing the English Language

	 	Moats, Louisa
	 	2/15/2000
	 	Publishing Agreement
	Book D only

	 	Moats, Louisa
	 	12/16/2003
	 	Spellography Agreement Addendum
	Spelling and Writing the English Language

	 	Rosow, Bruce
	 	2/15/2000
	 	Publishing Agreement
	Book D only

	 	Rosow, Bruce
	 	12/16/2003
	 	Spellography Agreement Addendum
	Teachers Make a Difference

	 	Sheridan, Susan
	 	6/29/2001
	 	Publishing Agreement
	Functional Assessment of Academic

	 	Christenson, Sandra L.
	 	7/11/2001
	 	Publishing Agreement
	Functional Assessment of Academic

	 	Ysseidyke, James
	 	7/11/2001
	 	Publishing Agreement
	Algebra 1 Rescue

	 	Bradsby, Larry
	 	7/12/2002
	 	Publishing Agreement
	Algebra 1 Rescue

	 	Bradsby, Larry
	 	7/12/2002
	 	Publishing Agreement
	ParaPros as Reading Tutors

	 	DelQuadri, Joseph
	 	10/3/2003
	 	Publishing Agreement
	ParaPros as Reading Tutors

	 	Duval, Steve
	 	10/3/2003
	 	Publishing Agreement
	ParaPros as Reading Tutors

	 	Hall, Vance R.
	 	10/3/2003
	 	Publishing Agreement
	The Parent Coach

	 	Borchert, Carol
	 	9/24/2001
	 	Publishing Agreement
	The Parent Coach

	 	Richfield, Steven
	 	9/24/2001
	 	Publishing Agreement
	Growing Writers

	 	Kemp, Debra
	 	10/26/2001
	 	Publishing Agreement
	Northstar (AKA Mentoria)

	 	Boersma, Richard
	 	8/28/2001
	 	Purchase of Rights and Work-for-Hire Agreement
	Read Well Kindergarten

	 	Pacific Northwest Publishing, Inc (Sprick, Marilyn)
	 	3/1/2005
	 	Publishing Agreement
	Special Education Modules

	 	Algozzine, Bob
	 	12/31/2001
	 	Publishing Agreement
	Special Education Modules

	 	Ysseidyke, James
	 	12/31/2001
	 	Publishing Agreement
	We Can Kit components (sold alone)

	 	Gibson, Vicki
	 	12/13/2001
	 	Publishing Agreement
	Addressing Student Problem Behavior

	 	American Institutes for Research
	 	11/28/2001
	 	Publishing Agreement
	Helping Kids Handle Conflict

	 	Huggins, Pat
	 	6/15/1999
	 	Amendment to Agreement
	Helping Kids Handle Conflict

	 	Shakarian, Lorraine
	 	6/15/1999
	 	Amendment to Agreement
	Primary Vers.

	 	Huggins, Pat
	 	5/31/1989
	 	Agreement
	Primary Vers.

	 	Wood Manion, Donna
	 	5/31/1989
	 	Agreement
	state adoption kit)

	 	What Works With Kids, LLP (WWWK)
	 	12/13/2001
	 	Publishing Agreement
	any state adoption kit)

	 	What Works With Kids, LLP (WWWK)
	 	12/13/2001
	 	Publishing Agreement
	state adoption kit other than TX)

	 	What Works With Kids, LLP (WWWK)
	 	12/13/2001
	 	Publishing Agreement
	Watchword (with Addendum)

	 	Watchword, Inc
	 	12/17/2001
	 	Publishing Agreement
	Behavior

	 	Fox, Dr Robert
	 	12/31/2001
	 	Publishing Agreement
	Behavior

	 	Nicholson, Bonnie
	 	12/31/2001
	 	Publishing Agreement
	Tips for Beginning Teachers

	 	Algozzine, Bob
	 	1/15/2002
	 	Publishing Agreement
	Tips for Beginning Teachers

	 	Ysseidyke, James
	 	1/15/2002
	 	Publishing Agreement












 



Page 10


Attachment 2




	 	 	 	 	 	 	 
	STAMM

	 	Bradsby, Larry
	 	7/1/1995
	 	Board of Education Agenda Item
	Algebra Ready

	 	Denver Public Schools
	 	1/15/2002
	 	Publishing Agreement
	Algebra Ready

	 	The Learner’s Edge, Inc.
	 	1/15/2002
	 	Publishing Agreement
	Special Education Law

	 	Yell, Mitchell
	 	1/16/2002
	 	Publishing Agreement
	Literacy Skills

	 	Ill &  Ruth A Kaminski)
	 	2/4/2004
	 	Publishing Agreement
	We Can Sing English and Spanish

	 	Houston, Jack
	 	2/18/2002
	 	Agreement for Development of Media Products
	ASSIST
Series (Exciding 18 SEP & 18 CON)

	 	Huggins, Pat
	 	6/15/1999
	 	Amendment to Agreement
	STP Poster

	 	Hergenrolder, Ernie (Artist)
	 	1/7/1997
	 	Agreement
	Meaning Through Morphology

	 	Ebbers, Susan M.
	 	2/26/2002
	 	Publishing Agreement
	LETRS

	 	Moats, Louisa
	 	1/1/2005
	 	Mitchell-Moats Master Publishing Agreement
	Wright Well Grade One / The Works

	 	Pacific Northwest Publishing, Inc (Sprick, Marilyn)
	 	 3/1/2005
	 	Publishing Agreement
	The Tough Kid Parent Book

	 	Jenson, Bill
	 	3/1/2002
	 	Publishing Agreement
	The Tough Kid Parent Book

	 	Rhode, Ginger
	 	3/1/2002
	 	Publishing Agreement
	Colleague In The Classroom

	 	World’s Best Teachers, Inc.
	 	3/28/2002
	 	Assignment Agreement
	DVDs)

	 	World’s Best Teachers, Inc.
	 	3/28/2002
	 	Assignment Agreement
	Preventing Problem Behavior

	 	Algozzine, Bob
	 	4/18/2002
	 	Publishing Agreement
	TIPS:
Pamphlets for Parents

	 	Algozzine, Bob
	 	4/26/2002
	 	Publishing Agreement
	TIPS: Pamphlets for Parents

	 	Ysseldyke, James
	 	4/26/2002
	 	Publishing Agreement
	An
LEP Implementation Guide: Grades
 7-12

	 	Chavez)
	 	4/30/2002
	 	Publishing Agreement
	An
LEP Implementation Guide: Grades
 7-12

	 	Clark, Kevin
	 	4/30/2002
	 	Publishing Agreement
	An
LEP Implementation Guide: Grades
 7-12

	 	Porter, Rosalie
	 	4/30/2002
	 	Publishing Agreement
	We Can Kits (other than NM or TX)

	 	Gibson, Vicki
	 	6/18/2002
	 	Agreement Letter
	We Can Kits (other than NM or TX)

	 	Hickerson, Joel
	 	6/18/2002
	 	Agreement Letter
	We Can Kit (NM)

	 	Gibson, Vicki
	 	6/18/2002
	 	Agreement Letter
	We Can Kit (NM)

	 	Hickerson, Joel
	 	6/18/2002
	 	Agreement Letter
	We Can Kit (TX)

	 	Gibson, Vicki
	 	12/31/2001
	 	Publishing Agreement
	Unified Discipline

	 	Algozzine, Bob
	 	5/7/2002
	 	Publishing Agreement
	Unified Discipline

	 	White, Richard
	 	5/7/2002
	 	Publishing Agreement
	Medication Fact Sheets

	 	Konopasek, Dean
	 	5/10/2002
	 	Publishing Agreement
	PRIDE

	 	Algozzine, Bob
	 	5/20/2002
	 	Publishing Agreement
	PRIDE

	 	Campbell, Pam
	 	5/20/2002
	 	Publishing Agreement
	PRIDE

	 	Wang, Jianjun
	 	5/20/2002
	 	Publishing Agreement
	PRIDE

	 	Ysseldyke, James
	 	5/20/2002
	 	Publishing Agreement
	Early Childhood Interagency Collaboration

	 	Frederick, Linda
	 	4/26/2002
	 	Publishing Agreement
	Early Childhood Interagency Collaboration

	 	Hayden, Peggy
	 	4/26/2002
	 	Publishing Agreement
	Early Childhood Interagency Collaboration

	 	Smith, Barbara
	 	4/26/2002
	 	Publishing Agreement
	Greenwood Word List Book

	 	Greenwood Institute
	 	5/29/2002
	 	Publishing Agreement
	Handbook

	 	Algozzine, Bob
	 	6/24/2002
	 	Publishing Agreement
	Handbook

	 	Bateman, David
	 	6/24/2002
	 	Publishing Agreement
	Handbook

	 	O’Shea, Dorothy
	 	6/24/2002
	 	Publishing Agreement
	Handbook

	 	O’Shea, Lawrence
	 	6/24/2002
	 	Publishing Agreement
	Works

	 	Pacific Northwest Publishing, Inc (Sprick, Marilyn)
	 	 3/1/2005
	 	Publishing Agreement
	Works

	 	Pacific Northwest Publishing, Inc (Sprick, Marilyn)
	 	 3/1/2005
	 	Publishing Agreement
	Assessments That Work

	 	Reschly, Dan
	 	4/21/2004
	 	Publishing Agreement
	Assessments That Work

	 	Vanderwood, Michael
	 	4/21/2004
	 	Publishing Agreement












 



Page 11


Attachment 2




	 	 	 	 	 	 	 	 	 
	STAMM

	 	Bradsby, Larry
	 	 	7/1/1995	 	 	Board of Education Agenda Item
	Assessments That Work

	 	Ysseldyke, James
	 	 	4/21/2004	 	 	Publishing Agreement
	Learning Strategies

	 	Algozzine, Bob
	 	 	7/11/2002	 	 	Publishing Agreement
	Learning Strategies

	 	Lambert, Monica
	 	 	7/11/2002	 	 	Publishing Agreement
	Transitional Math

	 	Siroh, Mary
	 	 	8/1/2002	 	 	Publishing Agreement
	Transitional Math

	 	Woodward, John
	 	 	8/1/2002	 	 	Publishing Agreement
	Primary Steps Reproducibles

	 	Auman, Maureen/dba The Read Write Connec.
	 	 	3/1/2005	 	 	Author Agreement
	Primary Steps Reproducibles

	 	Karas, Gwen
	 	 	3/1/2005	 	 	Author Agreement
	Primary Steps Reproducibles

	 	Sage, Margaret
	 	 	3/1/2005	 	 	Author Agreement
	Primary Steps Reproducibles

	 	Tyler, Caela
	 	 	3/1/2005	 	 	Author Agreement
	Choose and Take Action

	 	University Tech Corp (CUCS) (CU, Colo Springs)
	 	 	9/17/2001	 	 	Publishing Agreement
	Practical Writing Series

	 	ReadWrite Connect, LLC (Maureen Auman)
	 	 	3/1/2005	 	 	Author Agreement
	Everybody Needs Fluency

	 	Binder, Cart
	 	 	9/17/2002	 	 	Publishing Agreement
	The Tough Kid New Teacher Kit

	 	Jenson, Bill
	 	 	8/28/2002	 	 	Ammendment to Agreement
	The Tough Kid New Teacher Kit

	 	Morgan, Daniel P.
	 	 	8/28/2002	 	 	Ammendment to Agreement
	The Tough Kid New Teacher Kit

	 	Rhode, Ginger
	 	 	8/28/2002	 	 	Ammendment to Agreement
	Misbehavior in Preschool Classrooms

	 	McNeil, Cheryl B
	 	 	9/5/2002	 	 	Publishing Agreement
	Making Connections

	 	State Board of Educ-Oregon
	 	 	9/16/2002	 	 	Publishing Agreement
	Step By Step

	 	American Institutes for Research
	 	 	9/30/2002	 	 	Publishing Agreement
	Program

	 	Adams, Gail
	 	 	10/22/2002	 	 	Publishing Agreement
	Program

	 	Brown, Sheron
	 	 	10/22/2002	 	 	Publishing Agreement
	Effective Discipline

	 	Bryant, Diane Pedrotty
	 	 	11/15/2002	 	 	Publishing Agreement
	Effective Discipline

	 	Curran, Christina
	 	 	11/15/2002	 	 	Publishing Agreement
	Effective Discipline

	 	Deutsch Smith, Deborah
	 	 	11/15/2002	 	 	Publishing Agreement
	LANGUAGE
I — Third Edition

	 	Greene, Jane
	 	 	9/29/2006	 	 	Author Agreement
	LANGUAGE
I — Third Edition

	 	Greene, Jane
	 	 	9/29/2006	 	 	Author Agreement
	LANGUAGE
I
— Third Edition

	 	Greene, Jane
	 	 	9/29/2006	 	 	Author Agreement
	LANGUAGE
I — Third Edition

	 	Greene, Jane
	 	 	9/29/2006	 	 	Author Agreement
	LANGUAGE 1 — Third Edition

	 	Greene, Jane
	 	 	9/29/2006	 	 	Author Agreement
	LANGUAGE 1 — Third Edition

	 	Woods, Judy
	 	 	1/1/2003	 	 	Letter of Agreement
	Safe Schools Video Series

	 	Montgomery County Public Schools
	 	 	12/5/2002	 	 	Publishing Agreement
	In Schools (CBITS)

	 	The Rand Corporation
	 	 	1/10/2003	 	 	Publishing Agreement
	Building Effective Schools Together (BEST)

	 	Golly, Annemieke
	 	 	1/10/2003	 	 	Publishing Agreement
	Building Effective Schools Together (BEST)

	 	Sprague, Jeffrey
	 	 	1/10/2003	 	 	Publishing Agreement
	Primary Steps Poster Set

	 	Auman, James
	 	 	3/1/2005	 	 	Author Agreement
	Primary Steps Poster Set

	 	Auman, Paul
	 	 	3/1/2005	 	 	Author Agreement
	Primary Steps Poster Set

	 	Tyler, Caela
	 	 	3/1/2005	 	 	Author Agreement
	by Bob Davies

	 	Davies, Robert
	 	 	1/27/2003	 	 	Publishing Agreement
	Algebra One-Minute Fluency Builders

	 	Anderson, Peggy
	 	 	1/27/2003	 	 	Publishing Agreement
	Algebra One-Minute Fluency Builders

	 	Beck, Ray
	 	 	1/27/2003	 	 	Publishing Agreement
	Algebra One-Minute Fluency Builders

	 	Conrad, Denise
	 	 	1/27/2003	 	 	Publishing Agreement
	Control

	 	Huggins, Pat
	 	 	2/11/2003	 	 	Amendment to Agreement
	Control

	 	Shakarian, Lorraine
	 	 	2/11/2003	 	 	Amendment to Agreement
	Internentions

	 	Naquin, Gale
	 	 	2/14/2003	 	 	Publishing Agreement
	Internentions

	 	Stephens, Tammy
	 	 	2/14/2003	 	 	Publishing Agreement












 



Page 12


Attachment 2




	 	 	 	 	 	 	 
	STAMM

	 	Bradsby, Larry
	 	7/1/1995
	 	Board of Education Agenda Item
	50 Simple Ways To Make Teaching More fun

	 	Algozzine, Bob
	 	12/1/1993
	 	Agreement
	Administrator’s Guide

	 	Beninghof, Anne
	 	9/18/2001
	 	Publishing Agreement
	Guide

	 	Singer, Anne
	 	9/18/2001
	 	Publishing Agreement
	Teacher’s Guide to Integrating Students with

	 	Beninghof, Anne
	 	8/24/2001
	 	Publishing Agreement
	Sensible Strategies

	 	Beninghof, Anne
	 	8/24/2001
	 	Publishing Agreement
	 

	 	The Mulkey Company (Susan
Filster-Mulkey)
	 	11/2/2004
	 	Agreement Amendment
	 
	 	 	 	 	 	 
	 

	 	Cambium Learnig NY, Inc. Contracts	 	 	 	 
	Chicago Early Intervention

	 	Colleen Jones
	 	2/16/1997
	 	Authors Agreement
	Chicago
Early Intervention

	 	Mary Keller
	 	9/1/2002
	 	Authors Agreement
	Early Reading Program (Pre K-3)

	 	Adria Klein
	 	9/1/2002
	 	Authors Agreement
	Early Reading Program (Pre K-3)

	 	Colleen Jones
	 	1/1/1999
	 	Authors Agreement
	After School Reading

	 	Colleen Jones
	 	9/1/2002
	 	Authors Agreement
	Early Reading Program (Pre K-3) (CD only)

	 	Jason Powe
	 	2/4/2002
	 	Authors Agreement
	Early Reading Program (Pre K-3) (CD only)

	 	Joshau Powe
	 	2/4/2002
	 	Authors Agreement
	Early Reading Program (Pre K-3)

	 	Lisa Fleisher
	 	12/15/1999
	 	Authors Agreement
	After School Reading

	 	Lisa Fleisher
	 	12/15/1999
	 	Authors Agreement
	Early Reading Program (Pre K-3)

	 	Mary Keller
	 	1/1/1999
	 	Authors Agreement
	After School Reading

	 	Mary Keller
	 	3/1/2001
	 	Authors Agreement
	Metro Math Bridges

	 	Colleen Jones
	 	2/1/2000
	 	Authors Agreement
	Metro Math Bridges

	 	Jack Beers
	 	2/1/2000
	 	Authors Agreement
	Math Readers

	 	Adria Klein
	 	5/4/1999
	 	Authors Agreement
	Math Readers

	 	Colleen Jones
	 	2/19/1999
	 	Authors Agreement
	Metro Non Fiction Book Bag

	 	Colleen Jones
	 	3/1/2001
	 	Authors Agreement
	Metro Non Fiction Book Bag

	 	Mary Keller
	 	3/1/2001
	 	Authors Agreement
	Mission Possible

	 	Andrea Kerr
	 	2/25/2000
	 	Consultant Agreement
	Mission Possible

	 	Audrey Donaldson
	 	2/25/2000
	 	Consultant Agreement
	Mission Possible

	 	Diana Dumetz Carry
	 	2/25/2000
	 	Authors Agreement
	Problem Solving

	 	Colleen Jones
	 	2/19/1999
	 	Authors Agreement
	Problem Solving

	 	Jack Beers
	 	3/20/1999
	 	Authors Agreement
	Reading Acceleration Program

	 	Colleen Jones
	 	2/16/1997
	 	Authors Agreement
	Reading Acceleration Program

	 	Mary Keller
	 	9/1/2002
	 	Authors Agreement
	Fast Forward / Reading Central

	 	Adria Klein
	 	3/29/2000
	 	Authors Agreement
	Fast Forward / Reading Central

	 	Colleen Jones
	 	9/1/2002
	 	Authors Agreement
	Fast Forward / Reading Central

	 	Mary Keller
	 	3/1/2001
	 	Authors Agreement
	Voyages

	 	Colleen Jones
	 	3/1/2002
	 	Authors Agreement
	Voyages

	 	Hillsborough County SD
	 	Contracts	 	 
	Voyages

	 	Jack Beers
	 	3/1/2001
	 	Authors Agreement
	The Spirit Within — Kids Anthology

	 	AKA Sorority, Inc.
	 	Contracts	 	 
	Alabama Civil Rights book

	 	Donna Elam
	 	4/20/2004
	 	Author Agreement
	Alabama Civil Rights book

	 	Jason Powe
	 	4/20/2004
	 	Author Agreement












 



Page 13


Attachment 2




	 	 	 	 	 	 	 
	STAMM

	 	Bradsby, Larry
	 	7/1/1995
	 	Board of Education Agenda Item
	 
	 	 	 	 	 	 
	Alabama Civil Rights book

	 	Between Donna Eiam and Jason Powe
	 	1/1/2005
	 	Royalty Assignment
	Alabama Civil Rights book

	 	Between Jason Powe and Donna Elam
	 	1/1/2005
	 	Royalty Assignment
	 
	 	 	 	 	 	 
	Bully-Proofing Your
School: A Comprehensive

Approach for Elementary Schools, 3rd Edition. The Bully Porject	 	5/1/2003	 	Publishing Agreement
















 





Schedule 5.18 

Environmental Matters




None.





 









 








Schedule 5.19




Insurance




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Policy No.	 	Insurer	 	Coverage	 	Limits	 	Effective Date	 	Renewal Date	 	Premium
	 
	P-630-0324L552-TIL-07
	 	Travelers	 	Property	 	 	25,000,000	 	 	 	2/15/2007	 	 	 	2/15/2008	 	 	 	64,012	 
	P-630-0324L552-TIL-07
	 	Travelers	 	Computer	 	 	1,000,000	 	 	 	2/15/2007	 	 	 	2/15/2008	 	 	 	 	 
	P-630-0324L552-TIL-07
	 	Travelers	 	Business Interruption	 	 	26,000,000	 	 	 	2/15/2007	 	 	 	2/15/2008	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	P-630-0324L552-TIL-07
	 	Travelers	 	General Liability:	 	 	 	 	 	 	2/15/2007	 	 	 	2/15/2008	 	 	 	42,352	 
	 
	 	 	 	Per Occurrence	 	 	1,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	General Aggregate	 	 	2,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Fire Damage	 	 	1,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Medical Expense	 	 	10,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Personal & Advertising Injury	 	 	1,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Products/Completed Operations	 	 	1,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Combined Single Limit	 	 	1,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PFUB-9692C90-6-07
	 	Travelers	 	Workers Compensation	 	 	500,000	 	 	 	2/15/2007	 	 	 	2/15/2008	 	 	 	154,489	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	104901371
	 	Travelers	 	Crime	 	 	500,000	 	 	 	2/15/2007	 	 	 	2/15/2008	 	 	 	2,322	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PSM-CUP-1231L517-TIL-07
	 	Travelers	 	Umbrella	 	 	 	 	 	 	2/15/2007	 	 	 	2/15/2008	 	 	 	11,504	 
	 
	 	 	 	Per Occurrence	 	 	10,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	General Aggregate	 	 	10,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Binder #B07031606599
	 	Travelers	 	Foreign Liability:	 	 	 	 	 	 	2/15/2007	 	 	 	2/15/2008	 	 	 	2,500	 
	 
	 	 	 	General Liability	 	 	1,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Automobile Liability	 	 	1,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Employers Liability	 	 	500,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Repatriation Expense	 	 	250,000	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 






Schedule 5.21

Acquisition Agreement Exhibits and Schedules




Acquisition Documents




(i)




EXHIBITS AND SCHEDULES




Exhibits




	 	 	 
	Exhibit A

	 	Form of Escrow Agreement
	Exhibit B-1

	 	Form of Option Termination Agreement — Non-Senior Management
	Exhibit B-2

	 	Form of Option Termination Agreement — Senior Management
	Exhibit C

	 	Form of Closing Certificate
	Exhibit D

	 	Form of Restrictive Covenants Agreement
	Exhibit E

	 	Form of Joinder Agreement
	Exhibit F

	 	Form of J.H. Whitney Non-Solicitation and Confidentiality Agreement






Schedules




	 	 	 
	Schedule 1(a)

	 	Funded Debt
	Schedule 1(b)

	 	Net Working Capital Methodology
	Schedule 2.2(f)

	 	Equity Rollover Consideration
	Schedule 3.1(b)

	 	Jurisdictions Where Qualified to do Business
	Schedule 3.2(a)

	 	Stock Ownership
	Schedule 3.2(b)

	 	Optionholders
	Schedule 3.3

	 	Subsidiaries
	Schedule 3.5

	 	Noncontravention
	Schedule 3.7

	 	Financial Statements
	Schedule 3.8

	 	Undisclosed Liabilities
	Schedule 3.9

	 	Absence of Certain Changes
	Schedule 3.10

	 	Litigation
	Schedule 3.11

	 	Taxes
	Schedule 3.12

	 	Compliance with Laws; Permits
	Schedule 3.13

	 	Environmental Matters
	Schedule 3.14

	 	Material Contracts
	Schedule 3.15

	 	Employee Benefits
	Schedule 3.16

	 	Labor Relations; Employee Issues






 









 






	 	 	 
	Schedule 3.17

	 	Intellectual Property
	Schedule 3.18

	 	Real Property
	Schedule 3.19

	 	Affiliate Transactions
	Schedule 3.21

	 	Insurance
	Schedule 3.23

	 	Bank Accounts
	Schedule 3.24

	 	Transaction Expenses
	Schedule 5.5

	 	Debt Financing Commitments
	Schedule 6.1

	 	Pre-Closing Covenant Exceptions
	Schedule 6.3(b)

	 	Material Contract Consents
	Schedule 8.2

	 	Specified Indemnities






(ii)





	 	1.	 	Stock Purchase Agreement, dated as of January 29, 2007, by and among Cambium, Sellers
and Purchaser
	 
	 	2.	 	Equity Commitment Letter, dated as of January 29, 2007, from VSS Communications Partners
IV, L.P. (“Sponsor”), VSS Communications Parallel II Partners IV, L.P. and VSS SBS IV,
LLC to Purchaser
	 
	 	3.	 	Commitment Letter, dated as of January 29, 2007, by and among Credit Suisse Securities
(USA) LLC, Credit Suisse, Cayman Islands Branch, Barclays Bank PLC (collectively, the
“Banks”) and Purchaser
	 
	 	4.	 	Fee Letter, dated as of January 29, 2007, by and among the Banks and Purchaser
	 
	 	5.	 	Sponsor Letter, dated as of January 29, 2007, by and among the Banks and Sponsor
	 
	 	6.	 	Letter dated January 29, 2007 (re: Stock Purchase Agreement) from EdNewco, LLC to
Purchaser
	 
	 	7.	 	Letter dated January 29, 2007 (re: Whitney V, L.P.) from Whitney V, L.P. to Purchaser
	 
	 	8.	 	Letter dated January 29, 2007 from J.H. Whitney & Co. to Purchaser




 









 











Schedule 5.24

Commission Fees




None.





 









 








Schedule 8.2(a)(ii)

Outstanding Indebtedness





	 	•	 	Build-to-Suit Net Lease between Opus Northwest, L.L.C. as Landlord and Sopris West
Educational Services, Inc. as Tenant, dated September 30, 2005.






	 	•	 	Letter of Credit issued by Citizens Bank of Massachusetts number S902948, dated November
15, 2005, in the amount of $1,000,000.






	 	•	 	Letter of Credit issued by Citizens Bank of Massachusetts number S902308, dated March 10,
2005 as amended on June 28, 2005, July 16, 2005, October 25, 2005, February 27, 2007, in the
amount of $555,000.






 









 








Schedule 8.2(b)(iii)

Permitted Liens





	 	•	 	Debtor: Sopris West Educational Services, Inc.

Creditor: Crown Credit Company

Pursuant to: UCC Financing Statement of Crown Credit Company for 2 Crown Lift Trucks, 2 Deeka
Batteries, 2 Ametek Chargers.
	 
	 	•	 	Debtor: IntelliTooIs, Inc.

Creditor: CIT Technology Financing Services, Inc.

Pursuant to: UCC Financing Statement for equipment lease.




 









 











Schedule 8.2(d)

Investments




None.





 









 








Schedule 8.2(i)

Affiliate Transactions





	 	•	 	J. Stuart Horsfall has an ownership interest in Cactus Investments, LLC, which is the
lessor of 4093 Specialty Place in Longmont, CO.






	 	•	 	Operating agreement of VSS-Cambium Holdings, LLC






	 	•	 	Payments pursuant to the termination of the Stock Option Plan.