Exhibit 10.14


    

      EXHIBIT
        10.14

      


      SETTLEMENT
        AGREEMENT

       

          This
        SETTLEMENT AGREEMENT (“Agreement”), is made and entered into as of October 20,
        2003, among The Zondervan Corporation (“Zondervan”), Mattel, Inc. (“Mattel”),
        TLC Multimedia, LLC (“TLC”), Riverdeep, Inc. (“Riverdeep”), and Findex.com, Inc.
        (“Findex”) (collectively referred to as the “Parties”).

       

          WHEREAS,
        Zondervan filed a Complaint against Mattel, TLC and Findex in the United
        States
        District Court for the Western District of Michigan, styled The Zondervan
        Corporation v. Findex. com, Inc., et al., Case
        No.
        1:0 1 -CV-654 (the “Lawsuit”).

       

          WHEREAS,
        the
        Parties now seek to amicably settle the Lawsuit on the terms and conditions
        set
        forth below.

       

              The
        Parties agree as
        follows:

       

          1.
        Without
        admitting any liability, and in settlement of the Lawsuit, Mattel, TLC, and
        Findex shall pay to Zondervan the total amount of $1,050,000.00 (the “Total
        Settlement Amount”). Subject to the guaranty obligations set forth in paragraph
        4 below, Mattel, TLC and/or their successor or designee shall pay $550,000
        of
        the Total Settlement Amount, and Findex shall pay $500,000 of the Total
        Settlement Amount.

       

          2.
        The
        payment of the Principal Total Settlement Amount shall be made according
        to the
        following installment schedule, with interest calculated and payable as set
        forth in paragraph 3 below:

       

      
        
          	 	
                   November
                    15, 2003: 

                	$150,000 paid by TLC and/or Mattel
                  or	 
	 	 	Riverdeep on behalf of TLC and/or
                  Mattel	 
	 	 	$150,000 paid by or on behalf of
                  Findex	 
	 	 	 	 
	 	
                   January
                    30,
                    2004:   

                	$150,000 paid by TLC and/or Mattel
                  or	 
	 	 	Riverdeep on behalf of TLC and/or
                  Mattel	 
	 	 	$150,000 paid by or on behalf of
                  Findex	 
	 	 	 	 
	 	
                   April
                    30, 2004: 

                	$150,000 paid by TLC and/or Mattel
                  or	 
	 	 	Riverdeep. on behalf of TLC and/or
                  Mattel	 
	 	 	$100,000 paid by or on behalf of
                  Findex	 
	 	 	 	 
	 	
                   July
                    30, 2004: 

                	$100,000 paid by TLC and/or Mattel
                  or	 
	 	 	Riverdeep on behalf of TLC and/or
                  Mattel	 
	 	 	$100,000 paid by or on behalf of
                  Findex	 


        

      

                

      The
        attached Schedule A calculates, for illustration purposes, interest due with
        each installment if payments are made in a timely fashion. Payments made
        later
        than the dates set forth must include additional interest calculated under
        paragraph 3.

       

          3.
        Interest
        shall accrue on the unpaid balance of the Total Settlement mount at a rate
        of 5%
        simple interest annually from October 20, 2003. The interest shall be payable
        on
        each installment as set forth in Paragraph 2 on the balance of the unpaid
        obligation of each of Mattel, TLC and/or their successor or designee and
        Findex
        as set forth in Paragraph 1.

       

          4.
        Each of
        TLC and Mattel, jointly and severally, irrevocably and unconditionally
        guarantees, without setoff, counterclaim or deduction, the payment obligations
        and liabilities of Findex to Zondervan under this Agreement in an amount
        that
        shall not, individually or in the aggregate, exceed $125,000. Payment of
        any
        amount shall be due 15 days after receipt of notice of Findex's default and
        failure to cure by counsel for TLC and Mattel, but in no event earlier than
        January 31, 2004. Such notice of Findex’s default and failure to cure shall be
        sent by Zondervan to: Douglas L. Reilly, Assistant General Counsel, Riverdeep,
        Inc., 500 Redwood Boulevard, Novato, CA 94947. Each of TLC and Mattel and/or
        its
        successor or designee shall be entitled to indemnification from Findex in
        an
        amount not to exceed $125,000 in the event that either is (or both are) required
        to make any payments under this Paragraph 4.

       

          5.
        It is
        acknowledged by each of the Parties that, contemporaneously with the execution
        and delivery of this Agreement, Findex shall have executed and delivered
        a
        consent judgment (the “Consent Judgment”) in the form attached as Exhibit B in
        favor of Zondervan. Zondervan shall be entitled to file the Consent Judgment
        in
        the federal court and have it entered by such court if payments by Findex
        required pursuant to Paragraph 2 above are not timely made, subject to the
        notice and cure provision contained in Paragraph 6.

       

          6.
        Upon
        failure to Zondervan to receive payment from Findex as required under paragraph
        2 (either as to timing or amount), Zondervan shall provide written notice
        to
        Findex’s counsel: Tarter Krinsky & Drogin LLP, Attn: Richard S. Ciacci,
        Esq., 470 Park Avenue South, 14 1h Floor, New York, New York 100 16. Upon
        such
        notice, Findex shall cure said default within five (5) business days of actual
        receipt of said notice to cure before any action may be taken against Findex
        hereunder.

       

          7.
        To secure
        the payment of all sums due under this Agreement, and also contemporaneously
        with the execution and delivery of this Agreement, Findex shall execute and
        deliver the following:

       

              (A)
        To Zondervan, a security agreement in the form attached to this Agreement
        as
        Exhibit C pursuant to which it grants Zondervan a security interest (the
“Senior
        Security Interest”) in certain assets (the “Secured Assets”) of Findex;
        and

       

              (B)
        To TLC, Mattel and Riverdeep, a second security agreement in the form attached
        to this Agreement as Exhibit D pursuant to which it grants to TLC and Mattel
        a
        second security interest in the Secured Assets, subordinate only to the Senior
        Security Interest.

       

          8.
        TLC,
        Mattel and Riverdeep hereby acknowledge that, except as provided pursuant
        to
        paragraph 7(B) above, they have no rights in or to the any of the Secured
        Assets, and hereby covenant to refrain from asserting at any time any such
        rights, or make any claim arising out of such rights, against
        Findex.

       

          9.
        Upon
        satisfaction of each of Findex's and TLC / Mattel’s respective payment
        obligations under this Agreement, each such party and Riverdeep, Inc. shall
        be
        entitled to a full release in relation to such amounts owed, in the forms
        attached to this Agreement as Exhibit E.

       

          10.
        After
        satisfaction of Findex’s obligations under this Agreement, including full
        payment of all amounts required by Paragraph 2, TLC, Mattel and Riverdeep,
        and
        their respective successors and assigns, hereby covenant in perpetuity to
        refrain from asserting any rights or making any claims relating to the Licensed
        Media, Programs, or Trademarks defined in and licensed to Findex in the Software
        License Agreement dated June 30, 1999 between Findex.com and Parsons Technology,
        Inc.

       

          11.
        Following
        execution of this Agreement by all Parties, the Parties shall direct their
        counsel to execute a stipulation that (i) dismisses the Lawsuit as to TLC
        and
        Mattel with prejudice, and (ii) dismisses the Lawsuit as to Findex without
        prejudice to Zondervan’s right to file the Consent Judgment upon default in
        payments as described in paragraph 5 above. Each Party shall bear its own
        costs
        in relation thereto.

       

          12.
        The
        Parties acknowledge that they have each consulted with counsel regarding
        this
        Agreement, and have executed this Agreement of their own free will and without
        duress or coercion. Each party warrants that this Agreement is executed without
        reliance upon any statement or representation of fact or opinion by any other
        Party.

       

          13. This
        Agreement may be executed in counterparts, with signatures appeafing on
        different copies.

       

          14. This
        Agreement shall be construed under and governed by the laws of the state
        of
Michigan.

       

              The
        parties have
        executed this Settlement Agreement as of the date first written
        above.

       

      
        	 	 	
                MATTEL,
                  INC.

              	 
	 	 	By:
                /s/ Jill Thomas	 
	 	 	Its: V.P. Asst. General Counsel	 


      

       

      
        
          
            	 	 	
                    TLC
                      MULTIMEDIA, LLC

                  	 
	 	 	By:
                    /s/ Garrett Power	 
	 	 	Its: CFO 	 


          

           

          
            	 	 	
                    FINDEX.COM,
                      INC.

                  	 
	 	 	By:
                    /s/ Steven Malone	 
	 	 	Its: CEO 	 


          

        

      

       

      
        
          	 	 	
                  THE
                    ZONDERVAN CORPORATION

                	 
	 	 	By:
                  /s/ James Schreiber	 
	 	 	Its: Executive V.P. & CFO	 


        

      

       

      
        
          
            	 	 	
                    RIVERDEEP,
                      INC. (as to Paragraphs 6, 7, 8)

                  	 
	 	 	By:
                    /s/ Garrett Power	 
	 	 	Its: CFO