Exhibit 10.8


    
      

    

     

    Exhibit
      10.8

     

    
      REPAYMENT
        GUARANTY

       

      THIS
        REPAYMENT GUARANTY (as amended, modified, extended, and renewed from
        time to time, the “Guaranty”), dated as of March 14, 2007, is
        made by FRANKLIN COVEY PRINTING, INC., a Utah corporation,
FRANKLIN DEVELOPMENT CORPORATION, a Utah corporation,
FRANKLIN COVEY TRAVEL, INC., a Utah corporation,
        FRANKLIN COVEY CATALOG SALES, INC., a Utah corporation,
FRANKLIN COVEY CLIENT SALES, INC., a Utah corporation,
FRANKLIN COVEY PRODUCT SALES, a Utah corporation,
        FRANKLIN COVEY SERVICES, L.L.C., a Utah limited liability
        company, and FRANKLIN COVEY MARKETING, LTD., a Utah limited
        partnership (individually and collectively, as the context requires, and
        jointly
        and severally, “Guarantor”), in favor of ZIONS FIRST
        NATIONAL BANK, a national banking association
        (“Lender”), in conjunction with the Loan made to
FRANKLIN COVEY CO., a Utah corporation
        (“Borrower”), by Lender pursuant to the Loan
        Agreement.

      1.                  
        DEFINITIONS.  Except as otherwise provided in this
        Guaranty, all terms defined in the Loan Agreement shall have the same meaning
        when used in this Guaranty.  In addition, the following terms shall have
        the following meanings:

      (a)               
        “Change of Control” (a) means the closing of a sale or other
        disposition of all or substantially all of Guarantor’s assets; (b) shall be
        deemed to have occurred at such time as a “person” or “group” (within the
        meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
        1934,
        as amended), becomes the “beneficial owner” (as defined in Rule 13d3 under the
        Securities Exchange Act of 1934, as amended), directly or indirectly, of
        more
        than fifty percent (50%) of the total voting power of all classes of stock
        then
        outstanding of Guarantor entitled to vote in the election of directors; or
        (c)
        Guarantor’s merger into or consolidation with any other entity, or any other
        reorganization or transfer, directly or indirectly, of the ownership interests
        in Guarantor, in which the holders of the outstanding ownership interests
        in
        Guarantor immediately prior to such transaction receive or retain, in connection
        with such transaction on account of their ownership interests, ownership
        interests representing less than fifty percent (50%) of the voting power
        of the
        entity surviving such transaction; provided, however, that a Change of
        Control shall not include a merger effected exclusively for the purpose of
        changing the domicile of Guarantor or a merger of a Guarantor into Borrower
        or
        another Guarantor.

      (b)               
        “Guarantor Loan Documents” means this Guaranty and any other
        guaranties, agreements, documents, or instruments now or hereafter executed
        by
        Guarantor evidencing, guarantying, securing or otherwise related to the
        Guarantor Obligations or the Loan, as this Guaranty and such other guaranties,
        agreements, documents, and instruments may be amended, modified, extended,
        renewed, or supplemented from time to time.

      (c)               
        “Guaranty” means this Guaranty, as it may be amended, modified,
        extended, and renewed, from time to time.

      (d)               
        “Loan” means a revolving line of credit in the maximum
        principal amount of SEVEN MILLION AND NO/100 DOLLARS ($7,000,000.00) made
        to
        Borrower by Lender pursuant to the Loan Agreement.

      (e)               
        “Loan Agreement” means that certain Revolving Line of Credit
        Agreement of approximate even date herewith between Borrower and Lender,
        as
        amended, modified, extended or renewed from time to time.

      (f)                
        “Loan Party” means Borrower, Guarantor, and each other person
        that from time to time is obligated to Lender under any Loan Document or
        grants
        any of the Collateral.

      (g)               
        “Obligations” means the following:

      (i)                
        Payment of principal, interest, costs, expenses, fees, and other amounts
        under
        the Note or other Loan Documents;

      (ii)              
        Payment of all other amounts payable from time to time by Borrower under
        the
        Loan Documents; and

      (iii)            
        The prompt and complete performance of the obligations of Borrower, as set
        forth
        in the Loan Agreement and other Loan Documents.

      (h)               
        Actions by Lender.  Unless otherwise expressly provided in
        this Guaranty, all determinations, consents, approvals, disapprovals,
        calculations, requirements, requests, acts, actions, elections, selections,
        opinions, judgments, options, exercise of rights, remedies or indemnities,
        satisfaction of conditions or other decisions of or to be made by Lender
        under
        this Guaranty shall be made in the reasonable discretion of Lender.  Any
        reference to Lender’s “sole and absolute discretion” or similar phrases has the
        meaning represented by the phrase “sole and absolute discretion, acting in good
        faith”.

      2.                  
        GUARANTY. FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
        SUFFICIENCY OF WHICH GUARANTOR ACKNOWLEDGES, GUARANTOR UNCONDITIONALLY AND
        IRREVOCABLY,  AND JOINTLY AND SEVERALLY, GUARANTEES  THE FULL PAYMENT
        AND PERFORMANCE WHEN DUE, BY ACCELERATION OR OTHERWISE, OF EACH AND ALL
        OBLIGATIONS.  GUARANTOR AGREES THAT IMMEDIATELY UPON A FAILURE IN PAYMENT
        OR PERFORMANCE WHEN DUE OF ANY OR ALL OBLIGATIONS, GUARANTOR WILL PAY TO
        LENDER
        THE FULL AMOUNT OF, OR PERFORM IN FULL, SUCH OBLIGATIONS.  ALL PAYMENTS
        UNDER THIS GUARANTY SHALL BE MADE TO LENDER IN LAWFUL MONEY OF THE UNITED
        STATES
        OF AMERICA AT THE ADDRESS OF LENDER DESIGNATED IN THE LOAN AGREEMENT OR SUCH
        OTHER LOCATION AS LENDER MAY DESIGNATE IN WRITING.  ANY AMOUNT PAYABLE
        UNDER THIS GUARANTY NOT PAID WHEN DUE, AND ANY JUDGMENT FOR SUCH AN AMOUNT
        AND
        INTEREST THEREON, SHALL BEAR INTEREST AT THE DEFAULT INTEREST RATE FROM THE
        DUE
        DATE OR SUCH JUDGMENT DATE, RESPECTIVELY, UNTIL SUCH AMOUNT AND INTEREST
        THEREON
        ARE PAID IN FULL.  GUARANTOR AGREES TO PAY SUCH INTEREST ON DEMAND. 
ALL OF GUARANTOR’S OBLIGATIONS HEREUNDER WILL BE PAID AND PERFORMED BY GUARANTOR
        WITHOUT COUNTERCLAIM, DEDUCTION, DEFENSE, DEFERMENT, REDUCTION, OR SET-OFF
        (all
        of the foregoing obligations of Guarantor and any and all other obligations,
        duties and responsibilities of Guarantor hereunder shall be referred to herein
        collectively as the “Guarantor Obligations”).

      3.                  
        SECURITY.  Payment and performance of the Guarantor
        Obligations by Guarantor shall be secured by a Security Agreement of even
        date
        herewith by and between Guarantor and Lender, creating a first priority security
        interest in all personal property assets of each Guarantor.

      4.                  
        GUARANTOR REPRESENTATIONS AND WARRANTIES.  Guarantor
        represents and warrants to Lender as of the date of this Guaranty:

      (a)               
        Organization and Powers.  Guarantor is either a corporation, a
        limited liability company, or a limited partnership duly organized and validly
        existing under the laws of the State of Utah.  Guarantor has all requisite
        power and authority, rights and franchises to own and operate its properties,
        to
        carry on its business as now conducted and as proposed to be conducted, and
        to
        enter into and perform this Guaranty and the other Loan Documents to which
        it is
        a party.  The address of Guarantor’s chief executive office and principal
        place of business is c/o Franklin Covey Co, 2200 West Parkway Blvd., Salt
        Lake
        City, Utah 84119.

      (b)               
        Good Standing.  Guarantor has made all filings and is in good
        standing in the State of Utah, and in each other jurisdiction in which the
        character of the property it owns or the nature of the business it transacts
        makes such filings necessary and where failure to make such filings would
        result
        in a Material Adverse Change.

      (c)               
        Authorization.  The execution, delivery and performance of the
        Guarantor Loan Documents by Guarantor are within Guarantor’s corporate, limited
        liability company or partnership powers and have been duly authorized by
        all
        necessary action by Guarantor and its directors, shareholders, members, managers
        and partners, as applicable.

      (d)               
        No Conflict.  The execution, delivery and performance of the
        Guarantor Loan Documents by Guarantor will not violate (1) any provision
        of the
        Guarantor Operating Documents; (2) any legal requirement affecting Guarantor
        or
        any of Guarantor’s respective properties except where a violation of such
        requirement would not result in a Material Adverse Change; or (3) any agreement
        to which Guarantor is bound or to which Guarantor is a party, except where
        a
        violation of any such agreement would not result in a Material Adverse Change,
        and will not result in or require the creation (except as provided in or
        contemplated by this Guaranty and the Loan Agreement) of any Lien or Encumbrance
        upon any of such properties.

      (e)               
        No Approvals, etc.  All governmental or regulatory orders, consents,
        permits, authorizations and approvals required for the present use and operation
        of the Guarantor’s business and the Collateral pledged by Guarantor have been
        obtained and are in full force and effect, except where failure to obtain
        such
        orders, consents, permits, authorizations or approvals would not result in
        a
        Material Adverse Change.  To the knowledge of Guarantor, no additional
        governmental or regulatory actions, filings or registrations with respect
        to the
        Guarantor’s business and the Collateral pledged by Guarantor, and no approvals,
        authorizations or consents of any trustee or holder of any Indebtedness or
        obligation of Guarantor are required for the due execution, delivery and
        performance by Guarantor of their respective duties and obligations under
        the
        Guarantor Loan Documents.

      (f)                
        Binding Obligations.  This Guaranty and the other Guarantor Loan
        Documents have been duly executed by Guarantor, and are the legally valid
        and
        binding obligations of Guarantor, enforceable against Guarantor in accordance
        with their terms, except as enforceability may be limited by bankruptcy,
        insolvency, reorganization, moratorium or similar Requirements of Laws affecting
        creditors’ rights generally and by general principles of equity.

      (g)               
        Solvency.  After giving effect to this Guaranty, Guarantor is
        solvent.  As used in the preceding sentence, “solvent”
means, with respect to any person, that at the time of
        determination:

      (i)                
        the fair value of its assets, both at fair valuation and at present fair
        saleable value, is in excess of the total amount of its liabilities, including,
        without limitation, contingent claims; and

      (ii)              
        it is then able and expects to be able to pay its debts as they mature;
        and

      (iii)            
        it has capital sufficient to carry on its business as conducted and as proposed
        to be conducted.

      Contingent
        liabilities (such as litigation, guaranties, including but not limited to
        this
        Guaranty, and pension plan liabilities) shall be computed at the amount which,
        in light of all the facts and circumstances existing at the time, represents
        the
        amount which can reasonably be expected to become an actual or matured
        liability.

      (h)               
        Inducement.  Guarantor acknowledges and agrees that this Guaranty is
        being executed and delivered in connection with, and as an inducement for
        Lender
        to extend, various credit accommodations to Borrower that are beneficial
        to the
        ongoing business and operations of Borrower and Guarantor.

      5.                  
        GUARANTOR COVENANTS.  Until the Obligations are paid and
        performed in full, Guarantor agrees that, unless Lender otherwise agrees
        in
        writing in Lender’s absolute and sole discretion:

      (a)               
        Keeping Informed About Borrower and Transaction.  Guarantor
        understands the Obligations and the Guarantor Obligations and has had access
        to
        information about the financial condition of Borrower and the ability of
        Borrower to perform the Obligations.  Guarantor assumes responsibility for
        acquiring and maintaining all necessary information concerning the financial
        condition of the Borrower, and any and all endorsers and other guarantors
        of any
        instrument or document evidencing all or any part of the Obligations, and
        of all
        other circumstances bearing upon the risk of nonpayment of the Obligations
        or
        any part thereof that diligent inquiry would reveal, and Guarantor hereby
        agrees
        that Lender shall have no duty to advise Guarantor of information known to
        Lender regarding such condition or circumstances.

      (b)               
        Transfer of Assets.  Unless such action would result in a Material
        Adverse Change (without taking into consideration subsections (iii) and (iv)
        of
        the definition of Material Adverse Change), Guarantor may sell, convey,
        transfer, assign or dispose of Guarantor’s properties or assets, or any right,
        title or interest, or any part thereof, or enter into any lease covering
        all or
        any portion thereof or an undivided interest therein, either voluntarily,
        involuntarily, or otherwise; provided, however, that
        Guarantor shall not sell, transfer, lease,
        or otherwise dispose of all or any substantial part of its properties or
        assets
        other than such a sale, transfer, lease or disposition to Borrower or another
        Guarantor.

      (c)               
        Change of Control.  Without the prior written consent of Lender,
        which consent will not be unreasonably withheld or delayed, Guarantor shall
        not
        cause, permit, or suffer any Change of Control to occur.

      6.                  
        SPECIAL PROVISIONS.

      (a)               
        Nature of Guaranty.  This Guaranty is absolute, continuing,
        irrevocable, and unconditional.  This Guaranty is a guaranty of payment and
        performance when due and not of collection.  This Guaranty shall be
        effective and remain in full force and effect until all Obligations are paid
        and
        performed in full, regardless of (i) the genuineness, regularity, legality,
        validity, or enforceability of any or all of the liens and encumbrances securing
        the Obligations, the Loan Documents, or the Obligations, (ii) any law,
        regulation, or rule (federal, state, or local) or any action by any Governmental
        Authority discharging, reducing, varying the terms of payment, or otherwise
        modifying any of the Obligations or any of the liens and encumbrances securing
        the Obligations, or (iii) the death, dissolution, or liquidation of Borrower
        or
        any Guarantor.

      (b)               
        Enforcement Against Guarantor Without Other Action.  Lender, in its
        sole and absolute discretion, may enforce this Guaranty against any Guarantor
        without first having sought enforcement of any Loan Documents against Borrower,
        any other Guarantor, or any collateral.

      (c)               
        Events Not Affecting Guarantor Obligations.  The following shall
        not affect, impair, or delay the enforcement of this Guaranty, regardless
        of the
        impact upon any contribution, exoneration, indemnification, reimbursement,
        subrogation, and other rights of Guarantor:

      (i)                
        The bankruptcy, death, disability, dissolution, incompetence, insolvency,
        liquidation, or reorganization of Borrower.

      (ii)              
        Any defense of Borrower to payment or performance of any or all Obligations, or
        enforcement of any or all liens and encumbrances securing the Obligations
        on
        this Guaranty.

      (iii)            
        The disallowance, discharge, modification of the terms of, reduction in the
        amount of, or stay of enforcement of any or all Obligations, or any or all
        liens
        and encumbrances securing the Obligations, in any bankruptcy, insolvency,
        reorganization, or other legal proceeding or by any law, ordinance, regulation,
        or rule (federal, state, or local).

      (iv)             
        The cessation of liability of Borrower for any or all Obligations without
        full
        satisfaction of such Obligations.

      (d)               
        Acts and Omissions of Lender Not Affecting this Guaranty.  The
        following acts and omissions of Lender, in each case in its sole and absolute
        discretion, shall not affect, delay, or impair this Guaranty, regardless
        of the
        impact upon any contribution, exoneration, indemnification, reimbursement,
        subrogation, or other rights of Guarantor:

      (i)                
        Lender may compromise, delay enforcement, fail to enforce, release, settle,
        or
        waive any or all Obligations of Borrower or any or all rights and remedies
        of
        Lender against Borrower.

      (ii)              
        Lender may make advances, issue letters of credit, or grant other financial
        accommodations for Borrower without requiring satisfaction of all conditions
        precedent in the Loan Documents.

      (iii)            
        Lender may obtain, substitute, and release collateral or additional collateral
        for the Obligations or this Guaranty.

      (iv)             
        Lender may fail to perfect, fail to protect the priority of, and fail to
        insure
        any or all liens and encumbrances in such collateral.

      (v)               
        Lender may fail to inspect, insure, maintain, preserve, or protect any or
        all
        such collateral.

      (vi)             
        Lender may enforce, compromise, delay enforcement, fail to enforce, settle,
        or
        waive any rights and remedies of Lender as to any or all such
        collateral.

      (vii)           
        Lender may assemble, sell, or otherwise dispose of any collateral in any
        manner
        and order Lender determines in its absolute and sole discretion, and disposition
        may be for no value, or for less than fair market value, of the collateral
        in
        the absolute and sole discretion of Lender.  With respect to any collateral
        that is personal property, Lender shall give Guarantor ten (10) days’ prior
        written notice of any sale or other disposition, except for personal property
        collateral that is perishable, threatens to decline speedily in value, is
        of a
        type customarily sold on a recognized market, or is cash, cash equivalents,
        certificates of deposit or the like, and except as to Lender’s right of
        set-off.  Guarantor’s sole right with respect to all collateral shall be to
        bid at a sale thereof in accordance with applicable law.

      (viii)         
        Lender may obtain additional obligors for any or all Obligations, and may
        substitute or release Borrower or any other obligor.

      (ix)             
        Lender may fail to file or pursue a claim in any bankruptcy, insolvency,
        probate, reorganization, or other proceeding as to any or all Obligations
        or any
        or all liens and encumbrances securing the Obligations.

      (x)               
        Lender may subordinate (A) any or all liens and encumbrances securing the
        Obligations or this Guaranty, or (B) any or all Obligations.

      (xi)             
        Lender may amend, modify, extend, renew, restate, supplement, or terminate
        in
        whole or in part any or all Loan Documents.

      (xii)           
        Lender may assign any or all of its rights and delegate its obligations under
        the Loan Documents, in whole or in part (including, without limitation, by
        participation).

      (xiii)         
        Lender may do any other act or make any other omission that might otherwise
        constitute an extinguishment or a legal or equitable discharge of, or defense
        by, Guarantor.

      7.                  
        GUARANTOR WAIVERS.

      (a)               
        Note and Notice Waivers.  Guarantor waives, to the full extent
        permitted by law, presentment, notice of dishonor, protest, notice of protest,
        notice of intent to accelerate, notice of acceleration, and all other notices
        or
        demands of any kind (including, without limitation, notice of the acceptance
        by
        Lender of this Guaranty, notice of the existence, creation, non-payment,
        or
        non-performance of any or all Obligations, and notice of the acts or omissions
        described in Sections 6(c)and 6(d),excepting
        only notices specifically provided for in this Guaranty).

      (b)               
        Waiver of Acts and Omissions of Lender.  Guarantor waives any
        defense to enforcement of the Guarantor Obligations or any liens and
        encumbrances granted by Guarantor based on acts and omissions of Lender
        described in Sections 6(c) and
6(d).

      (c)               
        Waiver of Statutory Provisions.  Guarantor waives any and all rights
        and benefits under Utah Code Annotated§ 78-37-1, Utah Code
        Annotated§ 57-1-32and any other similar or replacement statutes or rules now
        or hereafter in effect and any other statutes or rules now or hereafter in
        effect that purport to confer specific rights upon, or make specific defenses
        or
        procedures available to, guarantors, or limit the right of Lender to recover
        a
        deficiency judgment, or to otherwise proceed, against any person or entity
        obligated for payment of the Loan, after any trustee’s sale, any judicial
        foreclosure sale or any personal property sale of any collateral securing
        the
        Loan.

      (d)               
        Waiver of Statute of Limitations.  To the full extent permitted by
        law, Guarantor waives any and all statutes of limitations as a defense to
        any or
        all Obligations.

      (e)               
        Waiver of Law and Equitable Principles Conflicting With This
        Guaranty.  Guarantor waives any and all provisions of law and equitable
        principles that conflict with this Guaranty.

      (f)                
        Waiver of Any Obligation of Lender to Inform Guarantor.  Guarantor
        waives any right to require Lender, and Lender shall have no obligation,
        to
        provide to Guarantor any information concerning performance of the Obligations,
        the ability of Borrower to perform the Obligations, or any other matter,
        regardless of what information Lender may have from time to time.

      (g)               
        Waiver of Contribution, Exoneration, Indemnification, Reimbursement,
        Subrogation, and Other Rights Against Borrower and Other Loan Parties. 
Until such time as the Obligations have been fully satisfied, Guarantor
        waives
        any and all present and future claims, remedies, and rights of Guarantor
        against
        Borrower or any other guarantor, any collateral, and any other property,
        interests in property, or rights to property of Borrower or any other guarantor
        (i) arising from any performance by Guarantor hereunder, (ii) arising from
        any
        application of any collateral or any other property, interests in property,
        or
        rights to property of Guarantor to payment or performance of the Obligations,
        or
        (iii) otherwise arising in respect of the Loan Documents, regardless of whether
        such claims, remedies, and rights arise under any present or future agreement,
        document, or instrument or are provided by any law, ordinance, regulation,
        or
        rule (federal, state, or local) (including, without limitation, (A) any and
        all
        rights of contribution, exoneration, indemnity, reimbursement, and subrogation,
        and (B) any and all rights to participate in the rights and remedies of Lender
        against Borrower, any other guarantor, and any collateral).

      (h)               
        WAIVER OF JURY TRIAL.  EACH OF GUARANTOR AND LENDER (BY ITS
        ACCEPTANCE HEREOF) HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
        LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
        OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS
        CONTEMPLATED HEREBY (WHETHER BASED UPON CONTRACT, TORT OR ANY OTHER
        THEORY).  EACH OF GUARANTOR AND LENDER (BY ITS ACCEPTANCE HEREOF) (A)
        CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
        REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
        THE
        EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
        THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
        GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
        THIS
        SECTION.

      (i)                
        WAIVER OF SPECIAL DAMAGES.  TO THE EXTENT PERMITTED
        BY APPLICABLE LAW, GUARANTOR SHALL NOT ASSERT, AND HEREBY WAIVES, ANY CLAIM
        AGAINST LENDER, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL
        OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT
        OF, IN
        CONNECTION WITH, OR AS A RESULT OF, THIS GUARANTY OR ANY AGREEMENT OR INSTRUMENT
        CONTEMPLATED HEREBY, THE TRANSACTIONS, THE LOAN OR THE USE OF THE PROCEEDS
        THEREOF.

      (j)                
        MISCELLANEOUS WAIVERS.  TO THE FULLEST EXTENT PERMITTED BY
        APPLICABLE LAW, GUARANTOR HEREBY WAIVES ANY AND ALL RIGHTS TO REQUIRE
        MARSHALLING OF ASSETS BY LENDER.  WITH RESPECT TO ANY SUIT, ACTION OR
        PROCEEDINGS RELATING TO THIS GUARANTY OR THE OTHER GUARANTOR LOAN DOCUMENTS
        (EACH, A “PROCEEDING”), GUARANTOR IRREVOCABLY (A) SUBMITS TO
        THE JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE
        CITY
        OF SALT LAKE, COUNTY OF SALT LAKE AND STATE OF UTAH, AND (B) WAIVES ANY
        OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING
        BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING HAS BEEN
        BROUGHT
        IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT
        TO
        SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH
        PARTY.  NOTHING IN THIS GUARANTY SHALL PRECLUDE LENDER FROM BRINGING A
        PROCEEDING IN ANY OTHER JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING
        IN
        ANY ONE OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING IN ANY
        OTHER
        JURISDICTION.  GUARANTOR FURTHER AGREES AND CONSENTS THAT, IN ADDITION TO
        ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL
        SERVICE
        OF PROCESS IN ANY PROCEEDING IN ANY UTAH STATE OR UNITED STATES COURT SITTING
        IN
        THE CITY OF SALT LAKE AND COUNTY OF SALT LAKE MAY BE MADE BY CERTIFIED OR
        REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO GUARANTOR AT THE ADDRESS
        INDICATED BELOW, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT;
EXCEPT THAT IF GUARANTOR SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL
        BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO
        MAILED.

      8.                  
        SUBORDINATION.  If from time to time Borrower shall have
        liabilities or obligations to Guarantor, such liabilities and obligations
        and
        any and all assignments as security, grants in trust, liens, mortgages, security
        interests, other encumbrances, and other interests and rights securing such
        liabilities and obligations shall at all times be fully subordinate with
        respect
        to (a) assignment as security, grant in trust, lien, mortgage, security
        interest, other encumbrance, and other interest and right (if any), (b) time
        and
        right of payment and performance, and (c) rights against any collateral therefor
        (if any), to payment and performance in full of the Obligations and the right
        of
        Lender to realize upon any or all Collateral.  Guarantor agrees that such
        liabilities and obligations of Borrower to Guarantor shall not be secured
        by any
        assignment as security, grant in trust, lien, mortgage, security interest,
        other
        encumbrance or other interest or right in any property, interests in property,
        or rights to property of Borrower and that during the continuance of an Event
        of
        Default, Borrower shall not pay, and Guarantor shall not receive, payments
        of
        any or all liabilities or obligations of Borrower to Guarantor until after
        payment and performance of the Obligations in full, unless Lender consents
        thereto in writing.  If, notwithstanding the foregoing, during the
        continuance of an Event of Default, Guarantor receives any payment from
        Borrower, such payment shall be held in trust by Guarantor for the benefit
        of
        Lender, shall be segregated from the other funds of Guarantor, and shall
        forthwith be paid by Guarantor to Lender and applied to payment of the
        Obligations, whether or not then due.  To secure this Guaranty, Guarantor
        grants to Lender a lien and security interest in all liabilities and obligations
        of Borrower to Guarantor, in any assignments as security, grants in trust,
        liens, mortgages, security interests, other encumbrances, other interests
        or
        rights securing such liabilities and obligations, and in all of Guarantor’s
        right, title, and interest in and to any payments, property, interests in
        property, or rights to property acquired or received by Guarantor from Borrower
        in respect of any liabilities or obligations of Borrower to
        Guarantor.

      9.                  
        LIMITATION ON OBLIGATIONS.  The provisions of this
        Guaranty are severable, and in any action or proceeding involving any state
        corporate law, or any state, federal or foreign bankruptcy, insolvency,
        reorganization or other law affecting the rights of creditors generally,
        if the
        obligations of Guarantor under this Guaranty would otherwise be held or
        determined to be avoidable, invalid or unenforceable on account of the amount
        of
        Guarantor’s liability under this Guaranty, then, notwithstanding any other
        provision of this Guaranty to the contrary, the amount of such liability
        shall,
        without any further action by Guarantor or Lender, be automatically limited
        and
        reduced to the highest amount that is valid and enforceable as determined
        in
        such action or proceeding (such highest amount determined hereunder being
        Guarantor’s “Maximum Liability”). This Section
        9 with respect to the Maximum Liability of Guarantor is intended
        solely
        to preserve the rights of Lender hereunder to the maximum extent not subject
        to
        avoidance under applicable law, and neither Guarantor nor any other person
        or
        entity shall have any right or claim under this Section 9 with
        respect to the Maximum Liability, except to the extent necessary so that
        the
        obligations of Guarantor hereunder shall not be rendered voidable under
        applicable law.

      10.              
        RIGHTS AND REMEDIES OF LENDER.  The rights and remedies of
        Lender shall be cumulative and non-exclusive.  Delay, discontinuance, or
        failure to exercise any right or remedy of Lender shall not be a waiver thereof,
        of any other right or remedy of Lender, or of the time of the essence
        provision.  Exercise of any right or remedy of Lender shall not cure or
        waive any Event of Default or invalidate any act done in response to any
        Event
        of Default.

      11.              
        SURVIVAL.  The representations, warranties, and covenants
        of Guarantor in this Guaranty shall survive the execution and delivery of
        this
        Guaranty.

      12.              
        INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, WAIVER,
        APPROVAL, CONSENT, ETC.  This Guaranty contains the complete
        understanding and agreement of Guarantor and Lender and supersedes all prior
        representations, warranties, agreements, arrangements, understandings, and
        negotiations.  No provision of this Guaranty may be changed, discharged,
        supplemented, terminated, or waived except in a writing signed by the parties
        thereto.  Delay or failure by Lender to insist on performance of any
        obligation when due or compliance with any other term or condition in this
        Guaranty shall not operate as a waiver thereof or of any other obligation,
        term,
        or condition or of the time of the essence provision.  Acceptance of late
        payments or performance shall not be a waiver of the time of the essence
        provision, the right of Lender to require that subsequent payments or
        performance be made when due, or the right of Lender to declare an Event
        of
        Default if subsequent payments or performance are not made when due.  Any
        approval, consent, or statement that a matter is satisfactory by Lender under
        this Guaranty must be in writing executed by Lender and shall apply only
        to the
        person(s) and facts specifically set forth in the writing.

      13.              
        BINDING EFFECT.  This Guaranty shall be binding upon
        Guarantor and shall inure to the benefit of Lender and their successors and
        assigns, and the executors, legal administrators, personal representatives,
        heirs, devisees, and beneficiaries of Guarantor, provided, however, that
        Guarantor may not delegate any of its obligations under this Guaranty and
        any
        purported delegation shall be void.  Lender may from time to time in its
        absolute and sole discretion assign its rights and delegate its obligations
        under the Loan Documents, in whole or in part, without notice to or consent
        by
        Guarantor (including, without limitation, participation).  In addition to
        any greater or lesser limitation provided by law, Guarantor shall not assert
        against any assignee of Lender any claims or defenses Guarantor may have
        against
        Lender, except claims and defenses, if any, arising under this
        Guaranty.

      14.              
        COSTS, EXPENSES, AND FEES.  Guarantor shall promptly pay
        to Lender, upon demand, with interest thereon at the Default Interest Rate,
        reasonable attorneys’ fees and all costs and other expenses paid or incurred by
        Lender in enforcing or exercising its rights or remedies created by, connected
        with or provided for in this Guaranty.

      15.              
        SEVERABILITY.  If any provision or any part of any
        provision of this Guaranty is unenforceable, the enforceability of the other
        provisions or the other provisions and the remainder of the subject provision,
        respectively, shall not be affected and they shall remain in full force and
        effect.

      16.              
        CHOICE OF LAW.  THIS GUARANTY AND THE TRANSACTIONS
        CONTEMPLATED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
        THE
        LAWS OF THE STATE OF UTAH WITHOUT GIVING EFFECT TO CONFLICT OF LAWS
        PRINCIPLES.  THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
        CONNECTION WITH THIS GUARANTY AND THE OTHER GUARANTOR LOAN DOCUMENTS MAY
        BE
        TRIED AND LITIGATED IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY
        OF
        SALT LAKE, STATE OF UTAH OR, IN ANY OTHER COURT IN WHICH A PARTY SHALL INITIATE
        LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION
        OVER
        THE MATTER IN CONTROVERSY.  EACH OF GUARANTOR, AND BY ACCEPTANCE
        HEREOF,  LENDER WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY
        RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO
        OBJECT
        TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ANY STATE OR FEDERAL
        COURT
        LOCATED IN THE COUNTY OF SALT LAKE, STATE OF UTAH.

      17.              
        TIME OF THE ESSENCE.  Time is of the essence with regard
        to each provision of this Guaranty as to which time is a factor.

      18.              
        NOTICES AND DEMANDS.  All notices, requests, demands and
        consents to be made hereunder to the parties hereto shall be in writing and
        shall be delivered by hand or sent by registered mail or certified mail,
        postage
        prepaid, return receipt requested (except for any notice address which is
        a post
        office box, in which case notice may be given by first class mail), through
        the
        United States Postal Service to the addresses shown below, or such other
        address
        which the parties may provide to one another in accordance herewith.  Such
        notices, requests, demands and consents, if sent by mail, shall be deemed
        given
        two (2) Business Days after deposit in the United States mail, and if delivered
        by hand, shall be deemed given when delivered.

      To
        Lender:           
        Zions First National Bank

                 10
        East South Temple, Suite 200

      Salt
        Lake
        City, Utah 84133

      Attn: 
        Donald Rands

      with
        a
        copy
        to:                 Callister Nebeker &
McCullough

      10
        East
        South Temple, Suite 200

      Salt
        Lake
        City, Utah 84133

      Attn:
        Bradley E. Morris, Esq.

      To
        Guarantor:                  c/o Franklin Covey
        Co.

      2200
        West
        Parkway Blvd.

      Salt
        Lake
        City, Utah 84110

      Attn:
        Richard Putnam

      with
        a
        copy
        to:                 Dorsey & Whitney
        LLP

      170
        South
        Main Street, Suite 900

      Salt
        Lake
        City, Utah 84101

      Attn:
        Nolan S. Taylor, Esq.

       

      19.              
        JOINT AND SEVERAL OBLIGATIONS.  This Guaranty may be
        executed by more than one person, and in such event the obligations hereunder
        shall be the joint and several obligations of each such person.  Each
        reference to Guarantor shall be a reference to each person executing this
        Guaranty individually and to all such persons collectively.  Each
        Guarantor’s liability is independent of the obligations of the other
        Guarantors.  Lender may bring an action against any Guarantor to enforce
        this Guaranty, whether an action is brought against the other
        Guarantors.

      20.              
        PARTIAL PERFORMANCE.  Guarantor’s performance of a
        portion, but not all, of the Obligations shall in no way limit, affect, modify
        or abridge Guarantor’s liability for the Obligations which are not
        performed.  Without in any way limiting the generality of the foregoing, in
        the event that Lender is awarded a judgment in any suit brought to enforce
        Guarantor’s covenant to perform a portion of the  Obligations, such
        judgment shall in no way be deemed to release Guarantor from its covenant
        to
        perform any portion of the Obligations which is not the subject of the
        suit.

      21.              
        INDEMNIFICATION OF LENDER. 
TO
        THE FULLEST EXTENT PERMITTED BY LAW, GUARANTOR AGREES TO PROTECT, INDEMNIFY,
        DEFEND AND SAVE HARMLESS LENDER, ITS DIRECTORS, OFFICERS, AGENTS, ATTORNEYS,
        AND
        EMPLOYEES FOR, FROM, AND AGAINST ANY AND ALL LIABILITY, EXPENSE, OR DAMAGE
        OF
        ANY KIND OR NATURE AND FOR, FROM, AND AGAINST ANY SUITS, CLAIMS, OR DEMANDS,
        INCLUDING REASONABLE ATTORNEY’S FEES AND EXPENSES ON ACCOUNT OF ANY MATTER OR
        THING OR ACTION, WHETHER IN SUIT OR NOT, ARISING OUT OF THIS GUARANTY, OR
        IN
        CONNECTION HEREWITH, EXCLUDING HOWEVER, ANY MATTERS ARISING OUT OF AN
        INDEMNIFIED PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY MATTERS
        ARISING AFTER LENDER HAS TAKEN TITLE TO OR POSSESSION OF THE COLLATERAL PLEDGED
        BY ANY GUARANTOR DOCUMENT.  Upon receiving knowledge of any suit, claim, or
        demand asserted by a third party that Lender believes is covered by this
        indemnity, Lender shall give Guarantor notice of the matter and an opportunity
        to defend it, at Guarantor's sole cost and expense, with legal counsel
        satisfactory to Lender.  Lender may also require Guarantor to so defend the
        matter.  The obligations on the part of Guarantor under this
Section 21 shall survive the payment and performance of the
        Obligations.

      22.              
        RESCISSION OR RETURN OF PAYMENTS.  If at any time or from
        time to time, whether before or after payment and performance of the Obligations
        in full, all or any part of any amount received by Lender in payment of,
        or on
        account of, any Obligation is or must be, or is claimed to be, avoided,
        rescinded, or returned by Lender to Guarantor or any other person for any
        reason
        whatsoever (including, without limitation, bankruptcy, insolvency, or
        reorganization of Guarantor or any other person), such Obligation and any
        liens
        and encumbrances that secured such Obligation at the time such avoided,
        rescinded, or returned payment was received by Lender shall be deemed to
        have
        continued in existence or shall be reinstated, as the case may be, all as
        though
        such payment had not been received.

      23.              
        COUNTERPART EXECUTION.  This Guaranty may be executed in
        one or more counterparts, each of which will be deemed an original and all
        of
        which together will constitute one and the same document.  Signature pages
        may be detached from the counterparts and attached to a single copy of this
        Guaranty to physically form one document.  Facsimile signature pages will
        be acceptable, provided originally signed signature pages are provided to
        each
        of the other parties by overnight courier.

      24.              
        RIGHT OF SET-OFF.  In addition to any other rights and
        remedies of Lender, upon the occurrence of an Event of Default, including
        the
        failure of Guarantor to timely perform any obligation hereunder, Lender is
        authorized at any time and from time to time during the continuance of such
        default or  Event of Default, without prior notice to Guarantor (any such
        notice being waived by Guarantor to the fullest extent permitted by law)
        to
        set-off and apply any and all deposits or deposit accounts (general or special,
        time or demand, provisional or final) at any time held by Lender to or for
        the
        credit or the account of Guarantor against any and all obligations of Guarantor
        under the Loan Documents, now or hereafter existing, irrespective of whether
        or
        not Lender shall have made demand under this Guaranty or any other Loan Document
        and although such amounts owed may be contingent or unmatured.

      [Remainder
        of Page Intentionally Left Blank]

    

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

     

        IN
      WITNESS WHEREOF, guarantor has caused this Guaranty to be executed as of the
      date first above written.

     

    
       

      
        
          	 	 	 
	 	FRANKLIN
                  COVEY PRINTING, INC.
	 
 	 
 	a
                  Utah
                  corporation
 
	 	By:  	 /s/ RICHARD PUTNAM
	 	
                  
Name:
                  Richard Putnam
	 	
                  Title:
                    Treasurer

                


        

         

        
          
             

            
              
                	 	 	 
	 	FRANKLIN
                        DEVELOPMENT CORPORATION
	 
 	 
 	a
                        Utah
                        corporation
 
	 	By:  	 /s/ RICHARD PUTNAM
	 	
                        
Name:
                        Richard Putnam
	 	
                        Title:
                          Vice President

                      


              

               

            

          

        

      

    

    
      
         

        
          
            	 	 	 
	 	FRANKLIN
                    COVEY TRAVEL, INC.
	 
 	 
 	a
                    Utah
                    corporation
 
	 	By:  	 /s/ RICHARD PUTNAM
	 	
                    
Name:
                    Richard Putnam
	 	
                    Title:
                      Treasurer

                  


          

           

          
            
               

              
                
                  	 	 	 
	 	FRANKLIN
                          COVEY CATALOG SALES, INC.
	 
 	 
 	a
                          Utah
                          corporation
 
	 	By:  	 /s/ RICHARD PUTNAM
	 	
                          
Name:
                          Richard Putnam
	 	
                          Title:
                            Treasurer

                        


                

                 

              

            

          

          
            
               

              
                
                  	 	 	 
	 	FRANKLIN
                          COVEY CLIENT SALES, INC.
	 
 	 
 	a
                          Utah
                          corporation
 
	 	By:  	 /s/ RICHARD PUTNAM
	 	
                          
Name:
                          Richard Putnam
	 	
                          Title:
                            Treasurer

                        


                

                 

                
                  
                     

                    
                      
                        	 	 	 
	 	FRANKLIN
                                COVEY PRODUCT SALES, INC.
	 
 	 
 	a
                                Utah
                                corporation
 
	 	By:  	 /s/ RICHARD PUTNAM
	 	
                                
Name:
                                Richard Putnam
	 	
                                Title:
                                  Treasurer

                              


                      

                       

                      
                        
                           

                          
                            
                              	 	 	 
	 	FRANKLIN
                                      COVEY SERVICES, L.L.C.
	 
 	 
 	a
                                      Utah limited liability company
 
	
                                      By:  
                                        

                                    	FRANKLIN
                                      COVEY CLIENT SALES, INC. 
	 	 	
                                      a
                                        Utah corporation, its member

                                       

                                    
	 	By:  	 /s/ RICHARD
                                      PUTNAM
	 	
                                      
Name:
                                      Richard Putnam
	 	
                                      Title:
                                        Treasurer

                                    


                            

                             

                          

                        

                      

                      
                        
                           

                          
                            
                              	 	 	 
	
                                       By:  
                                        

                                    	FRANKLIN
                                      DEVELOPMENT CORPORATION
	 
 	 
 	a
                                      Utah
                                      corporation, its member
 
	 	By:  	 /s/ RICHARD
                                      PUTNAM
	 	
                                      
Name:
                                      Richard Putnam
	 	
                                      Title:
                                        Vice President

                                    


                            

                             

                          

                        

                      

                    

                  

                

                
                  
                     

                    
                      
                        	 	 	 
	 	FRANKLIN
                                COVEY MARKETING, LTD.
	 
 	 
 	a
                                Utah limited partnership
 
	
                                By:  
                                  

                              	FRANKLIN DEVELOPMENT
                                CORPORATION 
	 	 	
                                a
                                  Utah corporation, its general partner

                                 

                              
	 	By:  	 /s/ RICHARD PUTNAM
	 	
                                
Name:
                                Richard Putnam
	 	
                                Title:
                                  Vice President

                                "Guarantor"