ASSET PURCHASE AGREEMENT

                                     Between

                           THE DENALI PROJECT, L.L.C.

                                    as Seller

                                       and

                          SIBONEY LEARNING GROUP, INC.

                                  as Purchaser

                                   May 4, 2001


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                                Table of Contents

                                                                 Page
                                                                 ----

1.       DEFINITIONS..............................................1

2.       TRANSFER OF ASSETS; CLOSING..............................1
         2.01.    Transfer of Assets..............................1
         2.02.    Other Transactions at Closing...................1
         2.03.    Liabilities Not Assumed.........................2
         2.04.    Excluded Assets.................................2

3.       WARRANTIES AND REPRESENTATIONS OF DP.....................2
         3.01.    Organization and Standing of DP.................2
         3.02.    Authority.......................................2
         3.03.    Clear Title and Condition of Assets.............3
         3.04.    Financial Statements............................3
         3.05.    Absence of Changes..............................3
         3.06.    Payment of Debts and Liabilities................3
         3.07.    No Conflicting Agreements or Orders.............3
         3.08.    Compliance......................................4
         3.09.    Litigation......................................4
         3.10.    [Intentionally Deleted.]........................4
         3.11.    Employment Agreements...........................4
         3.12.    Taxes...........................................4
         3.13.    Intellectual Property...........................4
         3.14.    Leases..........................................5
         3.15.    [Intentionally Deleted.]........................5
         3.16.    Other Contracts.................................5
         3.17.    Suppliers.......................................5
         3.18.    Customers.......................................5
         3.19.    ERISA...........................................5
         3.20.    Environmental...................................5
         3.21.    Consents........................................6
         3.22.    No Misrepresentation............................6

4.       REPRESENTATIONS AND WARRANTIES OF SLG....................6
         4.01.    Organization and Standing of SLG................6
         4.02.    Binding Agreement...............................6
         4.03.    Agreement Within Authority......................6
         4.04.    No Conflicting Agreements or Orders.............6
         4.05.    Corporate Action................................6
         4.06.    No Conflict.....................................6
         4.07.    No Misrepresentation............................7
         4.08.    Financial Statements............................7
         4.09.    Warranty Limitation.............................7
         4.10.    Nonreliance.....................................7
         4.11.    Financing.......................................7

5.       COVENANTS OF SLG.........................................7
         5.01.    Information.....................................7
         5.02.    Performance of Assigned Contracts...............7
         5.03.    Allocation of Purchase Price....................8

6.       COVENANTS OF DP..........................................8
         6.01.    Access to Information...........................8
         6.02.    Maintain Assets.................................8
         6.03.    Maintain Organization...........................8
         6.04.    Regular Course of Business......................8
         6.05.    Insurance.......................................8
         6.06.    Business Changes................................8
         6.07.    Allocation of Purchase Price....................9

7.       ADDITIONAL ACTIONS AT CLOSING............................9
         7.01.    Opinion of Counsel..............................9
         7.02.    Organizational Approval.........................9
         7.03.    Casualty Loss...................................9
         7.04.    Non-Competition Agreements with
                  Dr. William Coats and Ted Frederick.............9
         7.05.    Agreement with Mike Connick.....................9
         7.06.    Opinion of Counsel..............................9

8.       [Intentionally Deleted.].................................10

9.       INDEMNIFICATION..........................................10
         9.01.    Indemnification of SLG by DP....................10
         9.02.    Indemnification of DP by SLG....................10
         9.03.    Notice to Indemnifying Party....................11
         9.04.    Schedules.......................................11
         9.05.    Damages.........................................11
         9.06.    Maximum Liability...............................11

10.      CLOSING AND RISK OF LOSS.................................12
         10.01.   Place and Time..................................12
         10.02.   Risk of Loss....................................12
         10.03.   Simultaneous Performance........................12
         10.04.   Transfer of Possession..........................12

11.      MISCELLANEOUS............................................12
         11.01.   Commission......................................12
         11.02.   Survival of Representations and Warranties......12
         11.03.   Incorporation of Schedules......................12
         11.04.   Further Assurances..............................12
         11.05.   Limited Assumption of DP's Liabilities..........13
         11.06.   Transfer Taxes..................................13
         11.07.   Notices.........................................13
         11.08.   Entire Agreement................................14
         11.09.   Binding Effect..................................14
         11.10.   Third Parties...................................14
         11.11.   Expenses of the Parties.........................15
         11.12.   Further Assurances..............................15
         11.13.   Counterparts....................................15
         11.14.   Headings........................................15
         11.15.   Mail and Communications.........................15
         11.16.   [Intentionally Deleted.]........................15
         11.17.   Missouri Law to Govern..........................15

<PAGE>

                        ASSET PURCHASE AGREEMENT BETWEEN
                         THE DENALI PROJECT, L.L.C. AND
                          SIBONEY LEARNING GROUP, INC.


         This Asset Purchase  Agreement (the  "Agreement") is entered into as of
the 4th day of May, 2001, by SIBONEY LEARNING GROUP,  INC., a Texas  corporation
with its principal place of business in the State of Missouri  ("SLG"),  and THE
DENALI PROJECT, L.L.C., a Delaware limited liability company ("DP").

         A. DP owns  certain  assets,  rights and  property  necessary  for, and
operates a business  which is engaged  in,  the  design,  manufacture,  sale and
distribution of computer  software sold and used for educational  purposes under
the name "Summit Software" (the "Business"); and

         B. The members of DP have  authorized  and approved this  Agreement and
have determined that it is in the best interests of DP and its members for DP to
sell the  assets  described  herein  to SLG in  exchange  for the  consideration
provided for below;

         THEREFORE,  in  consideration  of the agreements set forth herein,  and
subject to the conditions herein contained, it is mutually agreed as follows:

1.       DEFINITIONS.

         Schedule 1.01 contains certain definitions of capitalized terms used in
this Agreement for ease of reference.

2.       TRANSFER OF ASSETS; CLOSING.

         2.01.  Transfer  of Assets.  At the  Closing,  subject to the terms and
conditions of this Agreement and in reliance on the representations,  warranties
and covenants  contained herein, DP shall sell,  transfer,  convey and assign to
SLG, and SLG shall acquire, the Assets in exchange for a purchase price equal to
$550,000,  plus the  aggregate  amount of all  Advances  (as defined in Schedule
1.01) as follows:

               (a) by  payment  and  delivery  at Closing  of: (i) Five  Hundred
         Thousand Dollars ($500,000.00) by wire transfer or cashier's check; and

               (b) by execution and delivery at Closing to DP of the  promissory
         note of SLG in the  principal  amount  of  Fifty  Thousand  and  No/100
         Dollars  ($50,000.00),  calling  for  one  principal  payment,  without
         interest,  of Fifty Thousand and No/100 Dollars  ($50,000.00)  one year
         after the  Closing  Date,  and  otherwise  as  provided  in the form of
         promissory note attached hereto as Schedule 2.01(b) ("the Note"); and

               (c)  by   acknowledgement  by  DP  of  receipt  of  all  Advances
         theretofore made by SLG.


         2.02. Other Transactions at Closing. At the Closing:

               (a) DP will deliver to SLG full possession of the Assets and such
         bills of sale, endorsements,  assignments and other good and sufficient
         instruments of sale, conveyance,  transfer and assignment,  in form and
         substance  satisfactory to SLG (including a Bill of Sale and Assignment
         in the form of Schedule  2.02(a)),  as are required or desirable in the
         opinion of SLG's counsel to effectively vest in SLG full, indefeasible,
         merchantable, legal, equitable and beneficial title to the Assets, with
         full  substitution  and  subrogation  to  all  rights  and  actions  of
         warranty,  free and clear of all  debts,  claims,  security  interests,
         liens,  encumbrances  and other title  retention  agreements,  pledges,
         assessments, covenants, restrictions and charges of every nature;

               (b) SLG  will  assume  and  agree  to  perform  the  post-Closing
         obligations  of  DP  under  the  Assigned   Contracts  pursuant  to  an
         Assumption Agreement in the form of Schedule 2.02(b); and

               (c) Siboney  Corporation,  parent of SLG, will execute a guaranty
         of payment and performance of the obligations of SLG under the Note and
         under this Agreement in the form of Schedule 2.02(c); and

               (d) Dr.  William Coats and Ted Frederick  shall have executed and
         delivered  to SLG  Covenants  Not To  Compete  (referred  to in Section
         7.12); and

               (e) SLG will provide The Leona Group Arizona, L.L.C., at no cost,
         with 15 unlimited user site licenses of new versions of Summit Math and
         Summit Reading up to and including, but not beyond, the planned version
         that  incorporates  voice. The upgrades will be provided within 30 days
         after they become available; and

<PAGE>

               (f)  the  parties  will  perform  all  of the  other  obligations
         required to be performed  by them at or before the  Closing,  including
         without  limitation,   delivering  the  documents  and  fulfilling  the
         conditions set forth in Article VII hereof.

         2.03. Liabilities Not Assumed. OTHER THAN THE POST-CLOSING  OBLIGATIONS
OF DP UNDER THE ASSIGNED  CONTRACTS,  SLG IS NOT ASSUMING AND IS NOT RESPONSIBLE
FOR ANY  LIABILITIES  OR OBLIGATIONS  OF DP OR THE BUSINESS,  INCLUDING  WITHOUT
LIMITATION, ALL ACCOUNTS PAYABLE OF DP THROUGH THE CLOSING DATE.

         2.04. Excluded Assets. Notwithstanding anything herein to the contrary,
the Assets will not include the Excluded Assets.

3.       WARRANTIES AND REPRESENTATIONS OF DP.

         DP  represents,  warrants  to and  covenants  and  agrees  with  SLG as
follows:

         3.01.  Organization  and  Standing  of DP.  DP is a  limited  liability
company  duly  organized,  validly  existing and is in good  standing  under the
limited  liability  company laws of the state of Delaware and has all  necessary
power and  authority to own its assets as now owned and to carry on the Business
as now conducted.

         3.02.  Authority.  DP has full power and  authority  to enter into this
Agreement  and to complete the Closing,  which have been duly  authorized by all
required limited liability company and other action on the part of DP.

         3.03.  Clear Title and Condition of Assets.  DP has good and marketable
title to and interest in all of the Assets,  free and clear of any  restrictions
on or  conditions  to  transfer  or  assignment,  mortgages,  conditional  sales
agreements, liens, pledges, charges,  encumbrances,  claims, security interests,
easements, covenants, conditions or restrictions (collectively, "Encumbrances").

         3.04. Financial Statements. To DP's knowledge, the balance sheets of DP
for the years  ended  December  31, 1999 and 2000 (the  "Financial  Statements")
fairly state the financial  condition of DP, on a cash basis accounting  method,
as of such dates in all material respects.

         3.05.  Absence of Changes.  Except as set forth in Schedule 3.05 or any
other schedule, since December 31, 2000, there has not been any: (a) transaction
by DP affecting the Assets or the Business other than in the ordinary  course of
business as previously conducted; (b) adverse change in the financial condition,
Assets or the Business; (c) amendment or termination of any contract,  agreement
or license to which DP is a party  that  relates to the Assets or the  Business;
(d) mortgage,  pledge or other  encumbrance  of, or the granting of any security
interest or lien with  respect to, any of the Assets;  or (e) any other event or
condition,  other than The Pearson Lawsuit,  of any character that has had or in
the future may have a  materially  adverse  effect on the  financial  condition,
business, Assets or the Business as previously conducted.

         3.06.  Payment  of Debts  and  Liabilities.  DP will pay all  accounts,
debts, bills and liabilities of DP which are payable through the Closing Date or
which  subsequent to the Closing could become an  encumbrance  on or result in a
secured  interest  in the  Assets or  otherwise  affect the use of the Assets or
conduct of the Business by SLG subsequent to the Closing.

         3.07. No Conflicting Agreements or Orders.

               (a) There is no provision of the Articles of  Organization or the
         Operating  Agreement  of DP or of  any  contract,  security  agreement,
         lease, mortgage,  indenture,  or other document,  instrument,  license,
         franchise  or agreement  which is binding on DP or which  affects DP or
         its properties,  which conflicts with or in any way prevents or will be
         violated by the  execution,  delivery  or carrying  out of the terms of
         this Agreement.

               (b) The execution,  delivery and  performance of the Agreement by
         DP will not constitute a default,  or an event which with the giving of
         notice or the passage of time,  or both,  would  constitute  a default,
         under  any of the  foregoing  nor be the  grounds  for the  suspension,
         revocation,  impairment,  forfeiture,  nonrenewal or termination of any
         license, permit, franchise, certificate, consent or authorization.

               (c) The execution, delivery and consummation of this Agreement by
         DP will not  constitute or result in: (i) the creation or imposition of
         an  Encumbrance  on, or give to others any interest or right in or with
         respect to, any of the Assets, or (ii) a complete or partial withdrawal
         from any employer or multi-employer/employee  benefit plan under ERISA,
         or any funding deficiency or lien under ERISA or any other law, rule or
         regulation  applicable to the Assets or the Business. DP is not subject
         to any order, writ, injunction, decree, judgment, award, determination,
         direction  or demand  of any  court,  arbitrator,  or  federal,  state,
         municipal  or  other  governmental   department,   bureau,   agency  or
         instrumentality  which would be violated by the execution,  delivery or
         carrying out of the terms of this Agreement.


<PAGE>


         3.08. Compliance.  To DP's knowledge, DP has conducted the Business and
maintained its  properties,  including all real property  covered by leases,  in
material  compliance with, and is not in violation of,  applicable laws,  rules,
regulations and orders of any federal,  state and local government or regulatory
body (including, without limitation, any and all applicable building, zoning and
licensing laws, ordinances,  regulations or orders affecting the location,  size
and  function  of  the  Assets  and  the  operation  of  the  Business  and  all
Environmental Laws).

         3.09.  Litigation.  Except for The Pearson  Lawsuit,  no suit,  action,
decree, arbitration or legal, administrative or other proceeding, controversy or
investigation  is  pending  or,  except  for a  potential  dispute  with  Elissa
Greenburg  (to the  knowledge of DP or  Shareholder)  threatened  against DP, or
which otherwise might adversely affect the Business or financial condition of DP
or any of the Assets,  DP's right to transfer the same,  the  possession and use
thereof, or the operation by SLG of the Business.

         3.10. [Intentionally Deleted.]

         3.11. Employment  Agreements.  Except as disclosed on Schedule 3.11, DP
has not entered into,  and has no  obligation or liability  with respect to, any
employment or consulting  agreement,  executive  compensation  plan,  collective
bargaining  agreement,  deferred  compensation  agreement,  bonus plan, employee
pension plan or retirement  plan,  employee profit sharing plan,  employee stock
purchase or stock option  plan,  severance  agreement or any other  agreement or
arrangement  providing  for  remuneration  or  benefits  to  employees  or their
dependents.

         3.12.  Taxes.  DP has  filed  all  federal,  state  and  local  tax and
information  returns and  estimates  required to be filed by DP within the times
and in the manner  prescribed  by law. DP has delivered to SLG true and complete
copies of the  federal  income  tax or  information  returns of DP for the years
ended December 31, 1999 and 2000.

         3.13. Intellectual Property.

               (a) DP is the sole owner or the exclusive licensee (in each case,
         separately identified as such) of the software programs and other works
         of  authorship,  trade  names,  trademarks  and  tradenames  listed  on
         Schedule  3.13  (collectively,   the  "Intellectual  Property"),  which
         constitute all of the intellectual property sold, licensed or otherwise
         used by DP in connection with the Business.

               (b) The sale,  license or use of the Intellectual  Property by DP
         does not infringe upon or conflict  with the rights of others.  None of
         the software programs,  works of authorship,  trade names or trademarks
         listed on Schedule 3.13, or any registration  thereof,  is infringed or
         has been  challenged or threatened in any way.  There is no potentially
         interfering  trademark,  service mark or trade name  application of any
         third party.

               (c) At Closing, DP will assign the Intellectual  Property to SLG.
         DP agrees not to use the name  "Summit  Software"  or any similar  name
         after Closing.

         3.14. Leases. Except as set forth on Schedule 3.14, no personal or real
property used by DP and included in the Assets is held under any lease.

         3.15. [Intentionally Deleted.]

         3.16. Other  Contracts.  Schedule 3.16 contains a complete and accurate
list of all Assigned Contracts. DP has furnished SLG true and complete copies of
all Assigned  Contracts.  There is no default of DP or event that with notice or
lapse of time, or both, would constitute a default, nor, to the knowledge of DP,
any default or  threatened  default by any other party  thereto,  existing  with
respect to any of such  agreements.  DP has received no notice that any party to
any of such  agreements  intends  to cancel  or  terminate  any of the  Assigned
Contracts or to exercise or not  exercise any options  under any of the Assigned
Contracts.

         3.17.  Suppliers.  Attached as Schedule 3.17 is a list of the suppliers
of goods and services to DP relating to the Business  during the current year to
date and for the year ended December 31, 2000.

         3.18. Customers.  DP has provided SLG with a list of DP's customers for
Summit  Software  products (the "Customer  List") and the amount of purchases of
each of them for the year ended December 31, 2000 and,  separately,  for the two
(2) month period ended  February 28, 2001.  At the Closing,  DP will provide SLG
with an update of the Customer List as of the close of the business day prior to
the Closing Date (the "Closing Customer List").


<PAGE>


         3.19.  ERISA. To DP's knowledge,  no employee  benefit plans ("Employee
Benefit Plans") within the meaning of Section 3(3) of ERISA,  whether or not any
such Employee  Benefit Plans are otherwise  exempt from the provisions of ERISA,
are or have been established,  maintained or contributed to or by DP, including,
for this  purpose  and for the  purpose  of all of the  representations  in this
Section 3.19,  all employers  (whether or not  incorporated)  which by reason of
common  control are treated  together  with DP as a single  employer  within the
meaning of Section 414 of the Code.

         3.20.  Environmental.  To DP's knowledge, the operations and activities
of DP  comply,  and  have  in the  past  complied,  in all  respects,  with  all
Environmental Laws.

         3.21.  Consents..The only consent DP needs for the consummation of this
transaction is the consent of its members, which consent DP has obtained.

         3.22. No Misrepresentation. No representation or warranty made by DP in
this Agreement or any Schedule hereto or in any document or instrument delivered
by or on behalf of DP to SLG in connection with this Agreement  contains or will
contain an untrue statement of a material fact.

4.       REPRESENTATIONS AND WARRANTIES OF SLG.

         SLG hereby  represents  and warrants to, and covenants and agrees with,
DP as follows:

         4.01.  Organization  and Standing of SLG.  SLG is a Texas  corporation,
validly existing and in good standing under the laws of the State of Texas.

         4.02. Binding  Agreement.  This Agreement  constitutes,  and each other
instrument  to be executed and  delivered  by SLG in  accordance  herewith  will
constitute,  when executed and delivered  pursuant hereto, the valid and legally
binding obligations of SLG.

         4.03.  Agreement Within  Authority.  The execution and delivery of this
Agreement by SLG, the  consummation of the transactions  contemplated  hereunder
and the  performance by SLG of this Agreement and the agreements and instruments
which are executed and delivered in connection  herewith in accordance with each
of their terms will not violate:  (a) the Articles of Incorporation or Bylaws of
SLG, or (b) any judgment, order, writ, injunction,  decree or demand against SLG
of any court or federal,  state,  municipal  or other  governmental  department,
commission, board, bureau, agency or instrumentality.

         4.04. No  Conflicting  Agreements or Orders.  No approval or consent of
any foreign,  federal,  state, county, local or other governmental or regulatory
body is required as a condition to the validity of this  Agreement as it relates
to SLG or to give effect to the transactions contemplated hereby by SLG.

         4.05. Corporate Action. The execution and delivery of this Agreement by
SLG  and  the  performance  of all  acts  contemplated  to be  performed  by SLG
hereunder have been duly authorized by all necessary  corporate action.  SLG has
duly executed and delivered  this  Agreement and the  agreements or  instruments
which are executed by SLG in connection herewith.

         4.06. No Conflict.  The  execution  and delivery of this  Agreement and
each other  instrument  to be executed  by SLG in  accordance  herewith  and the
consummation of the transactions contemplated herein by SLG will not conflict or
be  inconsistent  with or result in the termination of or constitute a breach of
or default under the terms of any indenture,  mortgage, deed of trust, covenant,
agreement or other  instrument  to which SLG is a party or to which its property
is subject.

         4.07. No  Misrepresentation.  No representation or warranty made by SLG
in this  Agreement  or any  Schedule  hereto or in any  document  or  instrument
delivered by SLG in connection with this Agreement  contains or will contain any
untrue statement of a material fact.

         4.08.  Financial  Statements.   The  financial  statements  of  Siboney
Corporation,  parent company of SLG,  included in its year 2000 Annual Report of
Shareholders,  a copy of which  has  been  delivered  to DP,  fairly  state  the
financial  condition  of  Siboney  Corporation,  in  accordance  with  generally
accepted  accounting  principles,  as of the dates  referred  to  therein in all
material respects.

         4.09. Warranty  Limitation.  SLG UNDERSTANDS AND AGREES THAT THE ASSETS
BEING  PURCHASED  HEREUNDER  ARE SOLD,  TRANSFERRED  AND  CONVEYED  TO SLG IN AN
"AS-IS" CONDITION ON A "WHERE IS" BASIS, WITHOUT ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR  PURPOSE OR ANY OTHER WARRANTY,  EXPRESS OR IMPLIED,
EXCEPT AS OTHERWISE EXPRESSLY STATED IN SECTIONS 3.03 AND 3.13.

         4.10.  Nonreliance.  In  connection  with its  decision  to acquire the
Assets, SLG acknowledges that it is not relying upon any financial  projections,
budgets or other  forward-looking  financial  data with respect to the Assets or
the Business prepared by or furnished to it by or on behalf of DP and that DP is
making no representation or warranty with respect thereto.


<PAGE>


         4.11.  Financing.  SLG has access to all funds  necessary to consummate
the transactions contemplated by this Agreement.

5.       COVENANTS OF SLG.

         SLG further covenants and agrees with DP as follows:

         5.01. Information.  In the event the Closing is not consummated for any
reason, all copies of proprietary  documents and information  provided to SLG by
DP hereunder  will be returned to DP by SLG, and SLG shall  maintain the same in
confidence  and will not  disclose  or utilize  the same  except  with the prior
written consent of DP.

         5.02.  Performance of Assigned Contracts.  After the Closing, SLG shall
perform and  discharge the  obligations  of DP that arise after the Closing Date
under the Assigned Contracts.

         5.03.  Allocation  of  Purchase  Price.  DP  and  SLG  shall  agree  on
allocation, for income tax purposes, of the Purchase Price among the Assets.

6.       COVENANTS OF DP.

         DP further  covenants  and agrees with SLG that,  at all times prior to
the Closing:

         6.01.  Access to  Information.  Promptly  after the  execution  of this
Agreement:   DP  shall  give  SLG  and  its  counsel,   accountants   and  other
representatives  shall have full  access  during  normal  business  hours to all
properties, books, accounts, records, agreements and documents of or relating to
DP, the Assets or the Business.

         6.02.  Maintain Assets.  DP will maintain the Assets on a current basis
and in customary repair, order and condition.

         6.03. Maintain Organization. DP will use its reasonable efforts to keep
its  organization  intact,  keep  available  the services of its  employees  and
maintain the  relationship  and goodwill of its customers.  The compliance by DP
with  the  provisions  of this  Section  6.03  shall  not,  however,  create  an
obligation  on the part of SLG to employ any  employee of DP  subsequent  to the
Closing.

         6.04.  Regular  Course  of  Business.  DP will not,  without  the prior
written consent of SLG,  purchase,  sell or otherwise dispose of any property or
assets,  or incur any  liability,  obligation  or  commitment,  or engage in any
activity or transaction, except in the regular and customary course of business.

         6.05.  Insurance.  Until the  Closing,  DP will cause its  policies  of
insurance relating to the Business and the Assets to continue to be kept in full
force and effect and will  refrain  from  taking any action  which  impairs  the
continued insurability of the Assets or the Business.

         6.06.  Business  Changes.  DP  will  not do or  agree  to do any of the
following without the prior written consent of SLG:

               (a) Enter into any contract, commitment or transaction not in the
         usual and ordinary course of the Business as heretofore conducted;

               (b) Make any material capital expenditure; or

               (c)  Materially  modify,  amend,  cancel or terminate  any of the
         Assigned Contracts.

         6.07.  Allocation  of  Purchase  Price.  DP  and  SLG  shall  agree  on
allocation, for income tax purposes, of the Purchase Price among the Assets.

7.       ADDITIONAL ACTIONS AT CLOSING.

         The  following   actions  shall  be  taken   simultaneously   with  the
effectiveness of this Agreement:

         7.01. Opinion of Counsel. SLG shall have received the favorable opinion
of counsel for DP, dated as of the Closing Date,  in the form of Schedule  7.03.
In rendering such opinion,  counsel for DP may rely on written  certificates  of
the chief executive officer or the chief financial officer of DP and appropriate
public officials as to factual  matters,  provided a copy thereof is attached to
and forms a part of the opinion of counsel with the knowledge and consent of the
chief executive officer or the chief financial officer of DP.

         7.02.  Organizational  Approval.  The  execution  and  delivery of this
Agreement by DP and the performance of its covenants and obligations  hereunder,
shall have been duly authorized by all necessary  limited  liability company and
other  action  of DP,  and SLG shall  have  received  copies of all  resolutions
pertaining to such authorization and approval,  certified as correct and in full
force and effect as of the Closing by an authorized person of DP.


<PAGE>


         7.03.  Casualty Loss. The Business shall not have been affected by, any
loss,  destruction or damage due to fire or other casualty,  unless, if any such
destruction  or  damage  has  occurred,   SLG  has  determined  that  the  loss,
destruction  or damage is not of such a nature as to  curtail or  interrupt  the
Business or  determined  that  available  insurance  proceeds are  sufficient to
repair or replace  any  damaged or lost  Assets and DP shall have  assigned  the
proceeds of any such insurance to SLG, which DP agrees to do upon the request of
SLG.

         7.04.  Non-Competition  Agreements  with  Dr.  William  Coats  and  Ted
Frederick.  Dr.  William  Coats and Ted  Frederick  will have  entered  into the
Non-Competition  Agreement  set forth in  Schedule  7.04  (the  "Non-Competition
Agreements").

         7.05. Agreement with Mike Connick. Mike Connick shall have entered into
an employment arrangement with SLG on terms reasonably acceptable to SLG.

         7.06.  Opinion of Counsel.  DP will have received the favorable opinion
of counsel for SLG,  dated as of the Closing Date, in the form of Schedule 7.07.
In rendering their opinion,  counsel for SLG may rely on written certificates of
the officers of SLG and  appropriate  public  officials  as to factual  matters,
provided a copy  thereof is attached to and forms a part of the opinion of SLG's
counsel with the knowledge and consent of such officers.

         8. [Intentionally Deleted.]

9.       INDEMNIFICATION.

         This Article sets forth the respects in which SLG shall be  indemnified
by DP in the  event  SLG  becomes  obligated  or  liable  for,  and  discharges,
obligations or liabilities of DP and/or in the event of any misrepresentation or
breach of warranty or agreement on the part of DP hereunder, and the respects in
which DP shall be indemnified by SLG in the event DP shall become obligated for,
and shall discharge,  any liabilities of SLG (including the Assumed  Liabilities
subsequent  to the  Closing)  and/or  in the event of any  misrepresentation  or
breach of warranty or agreement on the part of SLG hereunder.

         9.01. Indemnification of SLG by DP.

               (a)  Representations,  Warranties,  Covenants and Agreements.  DP
         agrees to indemnify SLG and hold SLG harmless against any and all loss,
         liability,  damage,  claim,  cost and expense of any nature  including,
         without limitation, attorneys' fees, arising from or in connection with
         any representation or warranty made by DP not being complete,  accurate
         and true at the date of this Agreement, or the failure by DP to fulfill
         and fully  perform  each  covenant or  agreement to be performed on the
         part of DP under  this  Agreement  or under  any  other  instrument  or
         document   executed  and  delivered  by  DP  in  connection   with  the
         transactions  contemplated  hereby,  as any of the same may be  amended
         from time to time.

               (b) Failure to Discharge Liabilities.  DP agrees to indemnify SLG
         and hold SLG  harmless  against  any and all loss,  liability,  damage,
         claim, cost and expense of any nature  whatsoever,  including,  without
         limitation,  attorneys'  fees,  arising from or in connection with: (i)
         any transferee  liability law; and (ii) any judgment  pursuant to which
         SLG is held liable or accountable for, or the Assets acquired hereunder
         or the Business subsequent to the Closing may be charged in respect of,
         any liability or obligation of DP other than the Assumed Liabilities.

               (c) Remedies  Not  Exclusive;  Rights of Set-Off.  Subject to the
         limitation in Section  9.06,  the rights and remedies of SLG under this
         Article or  otherwise  in this  Agreement  shall be  cumulative  and in
         addition to and not in  limitation or exclusion of all other rights and
         remedies, whether by the terms of this Agreement or at law or in equity
         or  otherwise,  which  may  exist on the part of SLG by  reason  of any
         misrepresentation  or breach of warranty,  covenant or agreement on the
         part of DP. Such rights and  remedies  shall be  cumulative  and may be
         exercised at any time or from time to time, and any failure or delay of
         SLG in exercising  any right or remedy at any time shall not constitute
         a  waiver  thereof  or  restrict  its  subsequent  enforcement  or  the
         enforcement  of any other  right or remedy of SLG.  In  addition to any
         other  rights and  remedies of SLG  hereunder  or  otherwise,  if DP is
         liable to indemnify SLG under the foregoing provisions, any amounts due
         and payable to SLG by reason of the  obligations of DP to indemnify SLG
         and hold SLG harmless  hereunder  shall be subject to a right of setoff
         and reduction on the part of SLG against any amounts due and payable by
         SLG to DP hereunder  or under any other  agreement,  including  without
         limitation, any amounts due under the Note; provided,  however, SLG may
         not  exercise  such  right  of set off  until  (a) SLG  has  been  held
         accountable  by  judicial  determination  and (b) DP does  not pay such
         amount to SLG within thirty (30) days after SLG gives DP written notice
         of intent to exercise  such right of set off.  Subject to the foregoing
         sentence,  the choice of  whether to set off such  amounts or to pursue
         other remedies  shall be at the  discretion and  designation of SLG, in
         whole or in part.


<PAGE>


         9.02. Indemnification of DP by SLG.

               (a) Representations,  Warranties,  Covenants and Agreements.  SLG
         agrees to indemnify  DP and hold DP harmless  against any and all loss,
         liability,  damage,  claim, cost and expense of any nature  whatsoever,
         including,  without  limitation,  attorneys'  fees,  arising from or in
         connection  with any  representation  or warranty made by SLG not being
         complete,  accurate  and  true at the  date of this  Agreement,  or the
         failure by SLG to fulfill and fully  perform each covenant or agreement
         to be performed on the part of SLG under this Agreement (including, but
         not limited to, SLG's failure to discharge the Assumed  Liabilities  as
         and when they become due  subsequent to the Closing) or under any other
         instrument or document executed and delivered by SLG in connection with
         the transactions contemplated hereby, as any of the same may be amended
         from time to time.

               (b)  Remedies  Not  Exclusive.  The  rights  and  remedies  of DP
         provided for in this Article or  otherwise in this  Agreement  shall be
         cumulative and in addition to and not in limitation or exclusion of all
         other rights and remedies,  whether by the terms of other provisions of
         this agreement or at law or in equity or otherwise,  which may exist on
         the  part  of DP by  reason  of  any  misrepresentation  or  breach  of
         warranty,  covenant or  agreement  on the part of SLG  hereunder.  Such
         rights or remedies  may be  exercised at any time or from time to time,
         and any failure or delay of DP in exercising any right or remedy at any
         time shall not  constitute a waiver  thereof or restrict its subsequent
         enforcement or the enforcement of any other right or remedy of DP.

         9.03. Notice to Indemnifying  Party. In the event that any party may be
entitled  to, or intends to assert a claim for,  indemnification  hereunder,  it
must notify the other party within  thirty (30) days after actual  notice of any
claim or the filing of any action giving rise to such claim for indemnification.
In case any action is threatened or brought against any indemnified  party,  and
it notifies the indemnifying party or parties thereof, the indemnifying party or
parties will be entitled to  participate  in or assume the defense  thereof with
counsel  reasonably  satisfactory to such indemnified party and, after notice of
its election to assume the defense thereof,  the  indemnifying  party or parties
will no longer be liable for any legal or other expense subsequently incurred by
the indemnified party in connection with the defense thereof; provided, however,
that the indemnified  party shall be entitled at all times to participate in the
defense of any such action at its own cost.

         9.04.   Schedules.   DP  shall   not  have   any   liability   for  any
misrepresentation  or breach of  warranty,  agreement  or  covenant  under  this
Agreement  if and  to the  extent  that  the  same  is  disclosed  in any of the
Schedules or Exhibits hereto.

         9.05. Damages. The effect of any misrepresentation, breach of warranty,
covenant or agreement of, or any indemnifiable  claim against,  DP or in respect
of this  Agreement,  or any document  executed in connection  herewith,  and any
damages resulting therefrom,  shall be determined based solely on actual damages
(i) on a net  after-tax  basis  (that is,  with the  amount  thereof  reduced to
reflect  the tax  benefit  resulting  therefrom),  and (ii)  net of any  amounts
recovered by or on behalf of SLG in respect  thereof or in connection  therewith
under any one or more  policies of insurance  maintained  by any party hereto or
any third party.

         9.06.  Maximum  Liability.  Notwithstanding  anything contained in this
Agreement to the contrary,  in all events  whatsoever,  DP's entire liability to
SLG as a result of this  Agreement,  its  breach or  otherwise  shall not exceed
$100,000 in the  aggregate;  provided  that any claim  arising out of fraudulent
misrepresentation  or  willful  misconduct  of DP shall  not be  subject  to, or
considered a part of, the foregoing aggregate limitation.

10.      CLOSING AND RISK OF LOSS.

         10.01. Place and Time. The Closing shall take place on the Closing Date
at the offices of Gallop,  Johnson & Neuman,  L.C.,  101 South  Hanley Rd.,  St.
Louis,  Missouri  63105, or at such other place as may be agreed upon by SLG and
DP.

         10.02. Risk of Loss. The entire risk of loss with respect to the Assets
will remain on DP until the transactions contemplated hereby are closed.

         10.03. Simultaneous Performance.  None of the transactions described in
Article  II  to  be  performed  at  the  Closing  will  occur  unless  all  such
transactions occur.

         10.04.  Transfer  of  Possession.  Possession  of the  Assets  shall be
delivered to SLG at Closing.

11.      MISCELLANEOUS.

         11.01. Commission.  Seller shall pay any commission or fee of any third
party,  retained by Seller or any affiliate of Seller,  who may have a claim for
such amount arising out of the consummation of the transactions  contemplated by
this Agreement.


<PAGE>


         11.02. Survival of Representations and Warranties.  The representations
and  warranties  of SLG and of DP,  respectively,  contained  herein,  including
without limitation those contained in Section 3.13(b) and (c), shall survive the
Closing,  regardless  of  any  investigations  made  by or on  behalf  of or any
disclosure  to SLG or DP, for thirteen  (13) months  following the Closing Date,
except that the  representations  and  warranties  provided  under  Section 3.03
(clear title to Assets),  3.13(a) (Ownership of Intellectual Property), and 3.21
(no  misrepresentation)  shall survive the Closing for the period of any statute
of limitations applicable thereto.

         11.03. Incorporation of Schedules. The Schedules hereto shall be deemed
to be incorporated in and form a part of this Agreement.

         11.04.  Further Assurances.  Each of the parties agrees to do, execute,
acknowledge  and  deliver,  and  cause to be done,  executed,  acknowledged  and
delivered,   all  such  further  acts,  assignments,   transfers,   instruments,
documents,  deeds and assurances as shall be required in order to carry out this
Agreement and give effect hereto.

         11.05.   Limited  Assumption  of  DP's  Liabilities.   EXCEPT  FOR  THE
POST-CLOSING  OBLIGATIONS UNDER THE ASSIGNED CONTRACTS,  SLG DOES NOT HEREBY, OR
OTHERWISE,  ASSUME OR AGREE TO DISCHARGE OR PERFORM ANY  LIABILITY OR OBLIGATION
OF DP, AND NO SUCH  ASSUMPTION  OF ANY  LIABILITY  OF DP SHALL  ACCRUE TO SLG BY
OPERATION OF LAW OR OTHERWISE. In furtherance,  and not by way of limitation, of
the foregoing,  it is expressly understood and agreed that in no event shall SLG
assume or incur any  liability or obligation  under any other  provision of this
Agreement in respect of any of the following:

               (a)  any  liabilities  or  obligations   arising  out  of  or  in
         connection  with the  ownership,  lease use or  operation of any Assets
         prior to the Closing;

               (b) any  liabilities or obligations  arising out of any breach by
         DP of any provision of any  agreement,  contract,  commitment or lease,
         including but not limited to liabilities or obligations  arising out of
         the failure of DP to perform any  agreement,  contract,  commitment  or
         lease,  including any Assigned  Contract,  in accordance with its terms
         prior to the Closing;

               (c) any product  liability or similar  claim for injury to person
         or property,  regardless of when made or asserted,  which arises out of
         or is based  upon any  express  or  implied  representation,  warranty,
         agreement or guarantee  made by DP, or alleged to have been made by DP,
         or which is imposed or asserted to be imposed by  operation  of law, in
         connection  with any service  performed or product sold or leased by or
         on  behalf  of  DP  on or  prior  to  the  Closing,  including  without
         limitation any claim related to damages or personal  injury caused as a
         result of any defective product, the return or replacement of defective
         products or any claim seeking recovery for consequential  damage,  lost
         revenue or income;

               (d) any liability or  obligation  arising prior to or as a result
         of the Closing to any employee,  agent or independent contractor of DP,
         whether  or not  employed  by SLG  after  the  Closing  (with  any such
         employment  being in the sole  discretion of SLG), or under any benefit
         arrangement with respect to any such employment; or

               (e) any  liability  or  obligation  of DP  arising  prior  to the
         Closing related to any violation of any  Environmental  Law, whether or
         not disclosed in any Schedule hereto.

         11.06. Transfer Taxes. All sales, transfer,  excise and other taxes, if
any, payable by reason of the transactions  contemplated hereunder shall be paid
by DP.

         11.07.  Notices.  Any  notice,   consent,   request,   claim  or  other
communication  hereunder  shall be in  writing  and shall be deemed to have been
duly given at the time of  mailing by United  States  Certified,  Registered  or
Express mail, or by next  business day courier (for  example,  Federal  Express)
postage or charges prepaid, addressed as follows:

                If to SLG:

                        Ernest R. Marx, President
                        Siboney Learning Group, Inc.
                        325 North Kirkwood Road, Suite 200
                        Kirkwood, Missouri  63122

                with a copy to:

                        John P. Walsh, Esq.
                        Gallop, Johnson & Neuman, L.C.
                        16th Floor
                        101 South Hanley Road
                        St. Louis, Missouri  63105


<PAGE>


                If to DP:

                        The Denali Project, L.L.C.
                        Attn: Dr. William Coats, Managing Member
                        4668 South Hagedorn Road, Suite 500
                        East Lansing, MI 48823

                with a copy to:

                        Bruce Segal, Esq.
                        Miro Weiner & Kramer
                        38500 Woodward Avenue
                        Bloomfield Hills, MI 48304

         or to such other address as any party may  designate by written  notice
hereunder.

         11.08.  Entire Agreement.  This Agreement embodies the entire Agreement
between the  parties,  and no  representations,  inducements,  promises or other
agreements,  oral or otherwise,  not embodied  herein,  shall be of any force or
effect.  This  Agreement  may not be  modified or  terminated  except in writing
signed by the parties hereto.

         11.09.  Binding Effect.  This Agreement shall be binding upon and inure
to the benefit of the parties and their respective  successors,  assigns,  heirs
and personal representatives. In the event SLG sells all or substantially all of
the Assets to any third party,  SLG will require the  transferee to assume SLG's
obligations  under  the  Note  and  SLG's  obligations  to make  the  Contingent
Payments.  Such  assumption,  however,  will  not  relieve  SLG of its  ultimate
obligation to cause such obligations to be fulfilled.

         11.10.  Third  Parties.  Nothing  contained in this Agreement or in any
instrument  or document  executed  by any party  hereto in  connection  with the
transactions  contemplated  hereby  shall  create any rights in, or be deemed to
have been executed for the benefit of, any person,  firm or corporation  that is
not a party hereto.

         11.11.   Expenses  of  the  Parties.   All  expenses  involved  in  the
preparation,  authorization  and  consummation  of  this  Agreement,  including,
without limitation,  all fees and expenses of agents,  representatives,  counsel
and accountants in connection therewith,  shall be borne solely by the party who
shall have  incurred  the same,  and no other party shall have any  liability in
respect thereof.

         11.12. Further Assurances. SLG and DP agree to execute and deliver such
other  documents and take such other  actions as the other party may  reasonably
request  for the purpose of carrying  out the intent of this  Agreement  and the
documents referred to in this Agreement.

         11.13.  Counterparts.  This Agreement may be executed simultaneously in
two or more counterparts,  each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.

         11.14.  Headings.  The  headings in the  Articles  and Sections of this
Agreement  are inserted  for  convenience  only and shall not  constitute a part
hereof.

         11.15.  Mail and  Communications.  After the  Closing,  each party will
promptly  deliver  to the  other  party  the  original  of  any  mail  or  other
communication received by that party but pertaining to the business of the other
party.

         11.16. [Intentionally Deleted.]

         11.17.  Missouri Law to Govern. This Agreement shall be governed by and
construed  under the internal laws of the State of Missouri,  without  regard to
its conflict of law provisions or  interpretations  which would  otherwise cause
the law of another jurisdiction to be applicable hereto, in any respect.


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first set forth above.

                                        SIBONEY LEARNING GROUP, INC.,
                                        a Texas corporation

                                        By: /s/ Ernest R. Marx
                                            ----------------------------------
                                             Ernest R. Marx, President

                                        THE DENALI PROJECT, L.L.C.
                                        a Delaware limited liability company

                                        By: /s/ Dr. William Coats
                                            ----------------------------------
                                             Dr. William Coats, Managing Member

         The  undersigned  are signing this Agreement  solely for the purpose of
agreeing to sign the Non-Competition Agreement in the form set forth in Schedule
7.12 to this Agreement.


                                        --------------------------------------
                                        Dr. William Coats



                                        --------------------------------------
                                        Ted Frederick


<PAGE>

                                  SCHEDULE 1.01


                                   DEFINITIONS


         "Advances" means advances made by SLG to DP prior to Closing to promote
continuation  of  Summit  Software  development  and  preservation  of the staff
employee in such development.

         "Assets"  means the  following  property,  real,  personal  and  mixed,
tangible or intangible, of DP: wherever located;

               (a) All educational software products produced and/or marketed by
         DP  including  without  limitation,   those  products  produced  and/or
         marketed under the "Summit Software" name;

               (b) All furniture,  fixtures and other items of tangible personal
         property selected by SLG and listed on Schedule 1.01A;

               (c) All  computer  software and other works of  authorship,  data
         bases,  technologies,  methods,  trade secrets,  know-how,  inventions,
         copyrights,  trade names,  trademarks (and the goodwill of the Business
         symbolized  thereby),  and other intangible property rights,  including
         the  trademarks,   copyrights  and  registrations  therefor  listed  on
         Schedule 3.13;

               (d) All promotional  and  advertising  materials and supplies and
         all office  materials  and supplies and other  products  owned by DP or
         otherwise  under the control of DP as of the Closing  Date  relating to
         the Business;

               (e) All rights of DP under the Assigned Contracts,  and all other
         rights,  privileges,  claims, demands and chooses in action (except the
         Pearson  Lawsuit),  including  all  rights  under  express  or  implied
         warranties;

               (f) All records of DP relating to Assigned Contracts; and

               (g) The name "Summit Software" and all other names utilized by DP
         in connection with the Business.

         "Assigned  Contracts"  means the Authors'  Agreements,  contracts,  and
other agreements  listed in Schedule 3.16 to which DP is a party, a true copy of
each of  which  has  been  delivered  to SLG by DP,  which  is not set  forth in
Schedule  3.16,  which  Assigned  Contracts will be assigned by DP to SLG at the
Closing, and the performance of which will be assumed by SLG at the Closing.

         "Assumed  Liabilities" means only the liabilities and obligations of DP
in  respect  of  the  obligations  of DP for  the  performance  of the  Assigned
Contracts  subsequent  to the Closing  (but  without  liability  for any breach,
default or failure of performance prior to the Closing).

         "Authors'  Agreements"  means those agreements listed in Schedule 1.01C
regarding  development of computer software  programs (the "Software  Programs")
owned by the Company.

         "Business" is defined in Recital A to this Agreement.

         "Closing" means the  consummation of the  transactions  contemplated by
this  Agreement.  DP and SLG may conduct the  Closing by  delivering  to Gallop,
Johnson & Neuman,  L.C.,  in escrow,  all  agreements,  documents  and  payments
required to be delivered at Closing, for distribution to the appropriate parties
upon  confirmation  by the escrow  agent of receipt  of all  required  items and
receipt by the escrow agent of the  directions of DP and SLG to distribute  such
items as required under this Agreement.

         "Closing Customer List" is defined in Section 3.18.

         "Closing  Date" means 12:01 a.m. on May 4, 2001, or such other date and
time as are mutually  agreed upon in writing by DP and SLG;  however,  if and so
long as all of the  conditions  to Closing have not been met, SLG shall have the
option to extend the Closing Date to a date not later than May 11, 2001,  unless
agreed to in writing by SLG.

         "Code" means the Internal  Revenue Code of 1986, as amended,  and rules
and regulations thereunder.

         "Customer List" is defined in Section 3.18.

         "DP" is defined in the first paragraph of this Agreement.

         "Encumbrances" is defined in Section 3.03.

         "Environmental  Laws and Regulations" means any laws and related rules,
regulations  and orders,  relating  to  pollution,  nuisance or the  environment
including,   without   limitation:   (i)  the   Federal   Clean   Air  Act,   42
U.S.C.ss.ss.7401  et  sec.;  (ii)  the  Comprehensive   Environmental  Response,
Compensation,  and Liability Act, 42 U.S.C.ss.ss.9601 et sec.; (iii) the Federal
Emergency Planning and Community Right-to-Know Act, 42 U.S.C.ss.ss.1101 et sec.;
(iv) the Federal  Insecticide,  Fungicide and Rodenticide Act, 7 U.S.C.ss.ss.136
et sec.; (v) the Federal Water  Pollution  Control Act, 33  U.S.C.ss.ss.1251  et
sec.; (vi) the Solid Waste Disposal Act, 42  U.S.C.ss.ss.6901 et sec.; (vii) the
Toxic Substances Control Act, 15  U.S.C.ss.ss.2601 et sec.; (viii) laws relating
in whole or part to emissions,  discharges,  releases or threatened  releases of
any  Hazardous  Material;  and  (ix)  laws  relating  in  whole  or  part to the
manufacture,  processing, distribution, use, coverage, disposal, transportation,
storage or handling of any Hazardous Materials.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended, and the rules and regulations thereunder.

         "Excluded  Assets" means all of DP's accounts  receivable,  tax refunds
and proceeds now existing or hereafter arising from the Pearson Lawsuit.

         "Financial Statements" are defined in Section 3.04.

         "Hazardous   Materials"  means  any  hazardous,   infectious  or  toxic
substance,  chemical,  pollutant,  contaminant,  emission  or waste  which is or
becomes regulated by any local, state, federal or foreign authority,  including,
without  limitation,  anything  which is (i) defined as a  "pollutant"  under 33
U.S.C.  ss.  1362(6);  (ii) defined as a "hazardous  waste" under 42 U.S.C.  ss.
6921;  (iii) defined as a "regulated  substance" under 42 U.S.C.  ss.6991;  (iv)
defined as a "hazardous substance" under 42 U.S.C. ss. 9601(14);  (v) defined as
a "pollutant or contaminant" under 42 U.S.C. ss. 9601(33); (vi) petroleum; (vii)
asbestos; and (viii) polychlorinated biphenyl.

         "Note" is defined in Section 2.01(b).

         "Pearson  Lawsuit"  means that certain civil action pending in the 30th
Circuit Court for the State of Michigan, titled Case No. 01-93041-CK-C30 and any
and all suits,  actions,  disputes,  or  claims,  known or  unknown,  accrued or
unaccrued, arising out of or in any way related to the allegations in that civil
action  against any person or entity,  regardless  of whether it is named in the
civil  action or not.  The  Denali  Project,  L.L.C.  v. Boxer  Learning,  Inc.,
Computer  Curriculum Corp and Pearson,  PLC,  (Ingham County,  Michigan  Circuit
Court).

         "SLG" is defined in the first paragraph of this Agreement.


<PAGE>


                                 SCHEDULE 1.01A

                         TANGIBLE ASSETS SELECTED BY SLG

                   [See "The Denali Hard Asset List" attached]


<PAGE>

                                 SCHEDULE 1.01C

                                AUTHOR AGREEMENTS


         Independent Contractor Agreements with:

1.       Jocelyn Bilas (3-18-99);

2.       Jane T. Hartley (5-27-98);

3.       Sarah Barney (3-5-99);

4.       Garnet J. Chappell (5-26-98);

5.       Adam Cheney (4-4-99);

6.       Damon Ingram (2-17-99);

7.       Kellie Bachman (8-9-99);

8.       Elissa Greenburg (2-19-99);

9.       Cammy Kaess (2-11-99);

10.      Kim Scutt (2-19-99);

11.      Claudia Skutar (2-19-99);

12.      Courtney Coats (6-28-99);

13.      Anne Continelli (2-26-99);

14.      Larry McCurdy (4-7-99);

15.      Zone II, Inc., by Sandy Davison (3-10-99);

16.      Pamela Dichoff (2-18-99);

17.      Bob Metzger (3-29-99);

18.      Adam Kelly (4-22-99);

19.      Wood Works Writing Service, by Ann Russell (3-19-99)

20.      Renee Salas (3-21-99);

21.      Jeanne Van Wieren (2-18-99);

22.      Sara Wares (12-7-98);

23.      Timothy Bogar (4-4-99);

24.      Fran Darling (4-21-99)


<PAGE>

                                SCHEDULE 2.01(b)

                                 Promissory Note

$50,000.00                                                          May 4, 2001

         FOR VALUE RECEIVED,  the undersigned,  Siboney Learning Group,  Inc., a
Texas corporation  ("SLG"),  promises to pay to the order of The Denali Project,
L.L.C., a Delaware limited liability company ("DP"),  the principal sum of Fifty
Thousand and No/100  Dollars  ($50,000.00),  without  interest  prior to default
hereunder, in one principal payment on the first anniversary date of this Note.

         SLG may at any time  prepay  all or any part of the  principal  hereof,
without prepayment penalty.

         If default be made in the payment of principal hereunder within 30 days
of date due or if a  proceeding  under  the  United  States  Bankruptcy  Code is
initiated  by or against SLG (and,  if initiated  against SLG, is not  dismissed
within  60  days  thereafter),  DP  may,  at  its  option,  declare  all  unpaid
indebtedness  evidenced by this Note immediately due and payable.  Failure of DP
to exercise  such right shall not  constitute a waiver of such right or preclude
or affect its right  thereafter  to exercise  such  option with  respect to such
default or any  subsequent  default.  For so long as a default  exists after the
applicable cure period,  if any, set forth above,  the unpaid  principal  amount
shall bear  interest  at the rate of ten  percent  (10%) per  annum,  payable on
demand.

         If this Note,  or any  installment,  is not paid within the cure period
hereinabove set forth and is placed with an attorney for  collection,  SLG shall
pay, in addition to the  principal  amount of this Note,  an amount equal to the
reasonable  out-of-pocket attorneys' fees and expenses related to enforcement of
this Note.

         Presentment,  demand for payment, protest, notice of protest, notice of
dishonor and a diligence in bringing  suit against any party hereof or any party
liable  hereon are hereby  waived by all  present  and  future  parties  hereto,
whether as maker, endorsers, guarantors, sureties, or in any other capacity.

                                         SIBONEY LEARNING GROUP, INC.,
                                         a Texas corporation,

                                         By
                                           -----------------------------------
                                             Ernest R. Marx, President


Payable at: 4668 South Hagedorn Road,  East Lansing,  MI 48823;  or at any other
address DP may designate by written notice to SLG.


<PAGE>

                                SCHEDULE 2.02(a)

                           BILL OF SALE AND ASSIGNMENT

         THE DENALI  PROJECT,  L.L.C.,  a  Delaware  limited  liability  company
("DP"),  for and in  consideration  of certain payments made by SIBONEY LEARNING
GROUP,  INC.,  a Texas  corporation  ("SLG"),  pursuant  to that  certain  Asset
Purchase Agreement dated May 4, 2001 (the  "Agreement"),  and for other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  does hereby GRANT,  BARGAIN,  SELL, TRANSFER,  CONVEY and DELIVER
unto Buyer, its successors and assigns,  good and marketable title to all of the
assets  (tangible  and  intangible,  real,  personal and mixed) owned or used by
Seller and  included in the  definition  of  "Assets"  in  Schedule  1.01 of the
Agreement,  with  full  warranties  of title  and  with  full  substitution  and
subrogation to all rights and actions of warranty against all preceding  owners,
free and clear of all defaults, liens, claims, charges,  encumbrances,  security
interests,   pledges,   restrictions,   deeds  of  trust,  mortgages  and  title
impediments.

         Capitalized  terms used but not otherwise defined herein shall have the
meanings given to such terms in the Agreement.

         TO HAVE AND TO HOLD,  all and singular,  the said personal  property to
SLG and its successors and assigns,  to and for their own use forever,  free and
clear of all defaults,  liens, claims, charges,  security interests,  mortgages,
deeds of trust, encumbrances, pledges, restrictions and title impediments.

         DP  shall  execute  and  deliver  from  time  to time  hereafter,  upon
reasonable  request,  all  such  further  documents  and  instruments  as may be
necessary to deliver the Assets to SLG.

         All of the  representations  and  warranties  of DP with respect to the
Assets which are contained in the Agreement are incorporated herein by reference
and service after the date hereof for the periods set forth in the Agreement.

         IN WITNESS WHEREOF, Seller, by its duly authorized officer has executed
this Bill of Sale as of the 4th day of May, 2001.


                                        THE DENALI PROJECT, L.L.C.


                                        By
                                           -----------------------------------
                                            Dr. William Coats, Managing Member

                                            "DP"



<PAGE>

                                SCHEDULE 2.02(b)

                              ASSUMPTION AGREEMENT

         THIS ASSUMPTION OF LIABILITIES  AGREEMENT (the "Assumption  Agreement")
is made and  entered  into as of the 4th day of May,  2001,  by and  between THE
DENALI PROJECT,  L.L.C., a Delaware limited liability company ("DP") and SIBONEY
LEARNING GROUP, INC., a Texas corporation ("SLG").

RECITALS
--------

         DP and SLG entered into that certain Asset Purchase  Agreement dated as
of April , 2001 (the  "Agreement")  pursuant to which SLG has agreed to purchase
specific  assets in the  Agreement  (collectively,  the "Assets") and to assume,
satisfy and discharge the Assumed  Liabilities as defined in Section 1.01 of the
Agreement;

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

         1. In consideration  of the execution of this Assumption  Agreement and
the transfer and  conveyance of the Assets by DP to SLG  thereunder,  SLG hereby
assumes and agrees to satisfy and discharge the Assumed  Liabilities as and when
they become due.  Except for the  Assumed  Liabilities,  SLG does not assume any
liabilities or obligations of DP.

         2. This  Assumption  Agreement  is binding  upon and shall inure to the
benefit of the successors and assigns of the parties hereto.

         3. This  Assumption  Agreement  shall be governed by and  construed and
enforced in accordance with the laws of the State of Missouri determined without
reference to conflicts of law principles.

         4. All capitalized  terms used in this Assumption  Agreement shall have
the same definitions as set forth in the Agreement,  unless otherwise defined in
this Assumption Agreement.

         5.  This   Assumption   Agreement  may  be  executed  in  two  or  more
counterparts, all of which taken together shall be deemed one original.

         IN WITNESS WHEREOF, DP and SLG have caused this Assumption Agreement to
be executed on and as of the day and year first above written.



DP:                                         SLG:

THE DENALI PROJECT, L.L.C.                  SIBONEY LEARNING GROUP, INC.


By                                          By
  ----------------------------------          ---------------------------------
  Dr. William Coats, Managing Member           Ernest R. Marx, President


<PAGE>

                                SCHEDULE 2.02(c)

                         GUARANTY BY SIBONEY CORPORATION

                                                           St. Louis, Missouri
                                                                   May 4, 2001


         For good and valuable  consideration,  the receipt and  sufficiency  of
which are  hereby  acknowledged,  and to induce THE DENALI  PROJECT,  L.L.C.,  a
Delaware limited  liability  company  ("Seller");  (i) to close the transactions
contemplated  by that certain Asset Purchase  Agreement  dated as of May 4, 2001
(the "Purchase  Agreement")  between Seller and Siboney Learning Group,  Inc., a
Texas corporation  ("Purchaser"),  which is a wholly owned subsidiary of Siboney
Corporation, a Maryland corporation ("Parent") and; (ii) to execute, deliver and
perform  obligations under all agreements and documents to be delivered pursuant
to the  Purchase  Agreement,  Parent  hereby  guarantees  to Seller the full and
prompt  payment  and  performance  when  due  of  any  and  all  obligations  or
liabilities  required to be  performed by Purchaser in favor of Seller under the
Purchase  Agreement,  including  without  limitation,  the  Promissory  Note  in
principal  amount of $50,000  payable to the order of Purchaser  pursuant to the
Purchase Agreement (collectively the "Obligations"); and Parent acknowledges and
agrees with Seller as follows:

         1.  Nothing  except  full  performance  and  discharge  of  all  of the
Obligations shall in any way exonerate Parent hereunder or modify, reduce, limit
or release the liability of Parent hereunder. This is an absolute, unconditional
and continuing  guaranty of performance of the Obligations and it shall continue
to be in force and be binding upon Parent until all Obligations are performed in
full.

         2. Parent  represents  and warrants to Seller that Parent is the parent
corporation  of Purchaser  and, as such,  is deriving and expects to continue to
derive  substantial  direct benefit from the  transactions  contemplated  by the
Purchase  Agreement,  and that  this  guaranty  is given  for a valid  corporate
purpose.

         3. The liability of Parent hereunder shall be without  limitation as to
amount. The Obligations may be continued in any amount, whether or not in excess
of the amount currently set forth in the Purchase  Agreement,  without affecting
or impairing the liability of Parent hereunder.

         4. Parent  hereby  waives any right of  subrogation  Parent may now or
hereafter have against  Purchaser with respect to the Obligations.  In addition,
Parent hereby waives any right to proceed against  Purchaser,  now or hereafter,
for contribution,  indemnity, reimbursement, and any other suretyship rights and
claims,  whether direct or indirect,  liquidated or contingent,  whether arising
under express or implied contract,  or by operation of law, which Parent may now
have or hereafter  have as against  Purchaser  with respect to the  Obligations.
Parent agrees that in light of the immediately  foregoing waivers, the execution
of this  Guaranty  shall not be deemed to make Parent a "creditor"  of Borrower,
and that for  purposes  of Section 547 and 550 of the United  States  Bankruptcy
Code (11 U.S.C.  ss.ss.  547,  550) (the  "Code"),  Parent shall not be deemed a
"creditor" of Purchaser.

         5. Parent will pay or reimburse the  applicable  Beneficiaries  for all
reasonable out-of-pocket costs, expenses and attorneys' fees paid or incurred in
endeavoring to enforce this Guaranty.

         6. Purchaser may enter into  transactions  resulting in the continuance
of any  Obligations  without  any  consent or approval by Parent and without any
prior or  subsequent  notice to Parent.  The  liability  of Parent  shall not be
affected  or impaired by any of the  following  acts or things:  (a) one or more
extensions or renewals of the  Obligations  or any  modification  in contractual
terms  applicable to any of the  Obligations or any amendment or modification of
any of the terms or  provisions  of any of the  Obligations;  (b) any  waiver or
indulgence  granted  to  Purchaser,  any  delay  or  lack  of  diligence  in the
enforcement  of  Obligations  or any failure to  institute  proceedings,  file a
claim, give any required notices or otherwise protect any of the Obligations; or
(c) any full or partial release of,  compromise or settlement with, or agreement
not to  sue,  Purchaser  or  other  person  liable  with  respect  to any of the
Obligations;

         7. The undersigned waives any and all defenses and discharges available
to  surety,   guarantor,   co-obligator  or  accommodation   party,  and  Parent
specifically  waives all  defenses  based on  suretyship.  Without  limiting the
generality of the foregoing, Parent waives any and all defenses, claims, setoffs
and discharges of Purchaser pertaining to the Obligations, except the defense of
discharge by  performance in full. The liability of Parent shall not be affected
or impaired by any voluntary or involuntary  liquidation,  dissolution,  sale or
other  disposition  of all or  substantially  all of the assets,  marshalling of
assets and liabilities, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors,  reorganization,  arrangement, composition or readjustment
of,  or  other  similar  event  or  proceeding  affecting,  Purchaser  or any of
Purchaser's assets.

         8. Parent hereby waives,  to the fullest  extent  permitted by law, all
rights and benefits  under any  applicable  state or federal law  purporting  to
reduce a guarantor's obligation in proportion to the principal obligation.

         9. Upon the  occurrence of any event of default on the  obligations  of
Purchaser,  Seller may proceed to enforce this Guaranty  against Parent.  Parent
hereby  waives any  applicable  law  requiring  Seller to exhaust  its  remedies
against any other parties before proceeding directly against Guarantor.

         10.  No  election  by  Seller  to  proceed  in one  form of  action  or
proceeding, or against any party, or on any obligation shall constitute a waiver
of  Seller's  right to  proceed  in any other  form of action or  proceeding  or
against any other party.  Specifically,  but without  limiting the generality of
the  foregoing,  no action or proceeding by Seller against  Purchaser  under any
document or  instrument  evidencing  or securing  indebtedness  of  Purchaser to
Seller  shall serve to diminish the  liability  of Parent,  except to the extent
that Seller realizes payment by such action or proceeding.  Parent hereby waives
any defense based upon an election of remedies by Seller,  under any  applicable
state or federal  law,  with  respect to any  property of Purchaser or any other
person which now or hereafter secures the obligations of Purchaser to Seller.

         11. Parent waives presentment,  demand for payment,  notice of dishonor
or nonpayment and protest of any document evidencing the Obligations.

         12.  Parent  represents  and  warrants  to Seller  that (a) Parent is a
corporation  duly  organized and existing in good standing under the laws of the
State of Maryland  and has full power and  authority  to make and  deliver  this
guaranty; (b) the execution, delivery and performance of this guaranty by Parent
has been duly authorized by all necessary  corporate  action;  (c) this guaranty
has been duly  executed  and  delivered by an  authorized  officer of Parent and
constitutes the lawful,  binding and legally  enforceable  obligation of Parent;
and (d) the authorization,  execution, delivery and performance of this guaranty
do not require  notification to,  registration  with, or consent or approval by,
any federal, state or local regulatory body or administrative agency.

         13. This  guaranty  shall be effective  upon delivery of a true copy of
this  guaranty to Seller.  This  guaranty  shall be binding  upon Parent and the
successors  and  assigns of Parent and shall  inure to the benefit of Seller and
its respective successors and assigns. Any invalidity or unenforceability of any
provision  or  application  of this  guaranty  shall  not  affect  other  lawful
provisions  and  application  thereof,  and to this end the  provisions  of this
guaranty  are  declared  to be  severable.  This  guaranty  may  not be  waived,
modified, amended, terminated, released or otherwise changed except by a writing
signed by the  undersigned.  This guaranty shall be governed by and construed in
accordance with the substantive  laws (other than conflict laws) of the State of
Missouri.


         IN WITNESS  WHEREOF,  this guaranty has been duly executed by PARENT as
of the day and year first above written.


                                SIBONEY CORPORATION, a Maryland corporation


                                By:_________________________________________

                                Title: _____________________________________


<PAGE>

                                  SCHEDULE 3.05

                         CHANGES TO FINANCIAL CONDITION

         1. DP is in the process of shutting  down its business and  liquidating
its assets.

<PAGE>

                                  SCHEDULE 3.10

                       CHANGES TO BUSINESS & ORGANIZATION


<PAGE>

                                  SCHEDULE 3.11

                              EMPLOYMENT AGREEMENTS


1.       Agreement with Mike Connick (5-16-97);

2.       Agreement with John Spanburg (7-10-97);

3.       Agreement with Jeanne Boxer (4-21-99);


<PAGE>

                                  SCHEDULE 3.13

                         A. Trademarks and Tradenames

         The Company does not have any registered trademarks or tradenames.


                         B. U.S. Copyright Registrations

         The  Company  has not  registered  any of its work with any  government
agency.

                         C. Other Copyrightable Materials


<PAGE>

                                  SCHEDULE 3.14

                            PERSONAL PROPERTY LEASES

         1.  Personal  Property  Lease  with  Newcourt   Communications  Finance
Corporation dated 9-28-00 for one (1) Partner AC5.


<PAGE>

                                  SCHEDULE 3.16

                               ASSIGNED CONTRACTS

         1.  Authors'  Agreements  listed on Schedule  1.01C.

         2.  Equipment  and Service  Agreement  with Lucent  Technologies  dated
2-28-00 regarding various Partner items.


<PAGE>

                                  SCHEDULE 3.17

                                LIST OF SUPPLIERS


See "Denali Supplier/Vendor List 2001" attached.


<PAGE>

                                  SCHEDULE 7.01


                                   May 4, 2001


Siboney Learning Group, Inc.
8135 Forsyth Boulevard, Suite 212
St. Louis, Missouri 63105

Ladies and Gentlemen:

         We have acted as counsel  for The Denali  Project,  L.L.C.,  a Delaware
limited  liability company ("DP") in connection with that certain Asset Purchase
Agreement   (including  the  Schedules  and  Exhibits  thereto,   the  "Purchase
Agreement"),  dated as of May 4, 2001, by and between  Siboney  Learning  Group,
Inc., a Texas corporation ("SLG") and DP. Capitalized terms used in this opinion
and not  otherwise  defined  herein  shall have the  meanings  given them in the
Purchase  Agreement.  This opinion is furnished to you under Section 7.03 of the
Purchase Agreement.

         In the preparation of this opinion, we have reviewed and rely upon:

         1. The Purchase Agreement;

         2. Resolutions of the [board of managers and owners] of DP, authorizing
the execution,  delivery and performance of the terms of the Purchase  Agreement
and consummation of the transactions contemplated thereby by DP, as certified to
us by [an officer] [manager] [authorized person] of DP;

         3. Such other agreements,  instruments and documents as are required to
be  executed  and  performed  under or in  connection  with the  Closing  of the
Purchase Agreement (the "Transaction  Documents"),  as delivered by or on behalf
of DP or Purchaser at the Closing;

         4. A Certificate  of Good Standing  delivered to us by the Secretary of
State of the State of  Delaware,  evidencing  the good  standing of DP under the
laws of the State of  Delaware,  and  verbal  representations  made to us by the
office of the  Secretary of State of the State of Delaware,  confirming  that DP
remains in good standing as of the date of this opinion;

         5. The factual  representations  and  warranties  of DP in the Purchase
Agreement and the Transaction Documents;

         6. A copy of the  Articles of  Organization  of DP, as certified by the
Secretary of State of the State of Delaware; and

         7. A copy of the  Operating  Agreement  of DP, as certified to us by an
[officer] [manager] [authorized person] of DP.

         In addition,  we have  reviewed such matters of law and fact as we have
considered necessary for purposes of rendering the opinion letter. [DP's counsel
may add other customary limitations, subject to the reasonable approval of SLG.]

         In the examination of such  documents,  we have assumed the genuineness
of  all  signatures,  whether  original  or  photostatic,  except  that  of  the
[officers]  [managers]  [authorized  person]  of  DP  the  authenticity  of  all
documents  submitted  to us as  originals  and the  conformity  to the  original
documents  of  all  documents  submitted  to us  as  certified,  photostatic  or
conformed  copies,  the  authenticity  of  the  originals  of  all  such  latter
documents,  and the truth and correctness of statements  made by DP,  including,
without  limitation,  the  representations and warranties of DP contained in the
Purchase  Agreement and the Transaction  Documents,  and we have relied upon the
accuracy of material factual matters contained therein.

         The opinions  expressed by us herein are expressly  limited to the laws
of the State of Delaware and federal law, where applicable.

         Whenever our opinion herein with respect to the existence or absence of
facts is indicated to be based on our knowledge,  it is intended to signify only
that no  information  has  come to the  attention  of our  present  partners  or
associates who have devoted  substantive  attention to the Purchase Agreement or
Transaction   Documents  and  the  attorney   primarily   responsible   for  the
representation  of the  Seller  that  would  give  us  actual  knowledge  of the
existence  or absence of such facts.  Except to the extent  expressly  set forth
herein,  however,  we have  not  undertaken  any  independent  investigation  to
determine the existence or the absence of such facts, and no inference as to our
knowledge  of the  existence  or absence of such facts  should be drawn from our
representation of DP.

         Based  solely on the  foregoing,  we are of the opinion  that as of the
date hereof:

         1. DP is a  limited  liability  company  validly  existing  and in good
standing  under the laws of the State of Delaware  and has all of the  necessary
power and  authority  to own and lease its assets as now owned and leased and to
carry on its business as now being conducted.

         2. DP has full limited  liability  company power and legal authority to
enter  into  the  Agreement  and to  consummate  the  Transactions  contemplated
thereby,  which have been duly  authorized by all proper and  necessary  limited
liability company and other action on the part of DP.

         3. The Purchase Agreement and the Transaction  Documents constitute the
legal, valid and binding obligations of DP, enforceable against DP in accordance
with their respective terms.

         4. The execution, delivery and performance of the Purchase Agreement by
DP, and the execution, delivery and performance of the Transaction Documents and
do not violate any  provision of the Articles of  Organization  or the Operating
Agreement or Bylaws of DP.

         5.  To our  actual  knowledge,  except  as  described  in the  Purchase
Agreement, no consent,  license,  approval, or authorization of any governmental
authority or regulatory  body, or of any other person or entity,  is required to
be obtained by Seller or the  Shareholders in connection with the due execution,
delivery and performance of the Purchase Agreement or the Transaction  Documents
by DP.

         6.  To our  actual  knowledge,  except  as  described  in the  Purchase
Agreement,  DP is the owner,  licensee or otherwise the  authorized  user of all
patents, trademarks, service marks, trade names and copyrights of all such items
used in connection with DP's Business and we have no knowledge of any claim that
DP's use of such items  infringes upon or conflicts with any patent,  trademark,
service mark, trade name or copyright of others.

         7.  To our  actual  knowledge,  except  as  described  in the  Purchase
Agreement,  no suit,  action,  decree,  arbitration or legal,  administrative or
other proceeding,  controversy or investigation is pending or threatened against
DP which could adversely affect the Business or financial condition of DP or the
Assets,  DP's right to transfer the same, the  Transactions  contemplated by the
Purchase Agreement, or the possession and use of the Assets, or the operation by
purchaser of a business similar to the Business,  as heretofore conducted by DP,
subsequent to the Closing.

         With respect to the opinions  expressed  herein,  we advise you that we
express no opinion as to (i) conflicts of law or choice of law  provisions;  and
(ii) the availability of equitable remedies because such remedies are subject to
the  discretion of the court before which a proceeding  therefor may be brought.
In addition,  the terms of the Purchase Agreement and the Transaction  Documents
may be  limited by the  United  States  Bankruptcy  Code,  or other  bankruptcy,
insolvency,  fraudulent  conveyance,   moratorium,  or  similar  laws  affecting
creditors' rights or the relief of debtors  generally,  as may be in effect from
time to time.

         This  opinion  is  addressed  to the  Purchaser  and is solely  for the
Purchaser's use.  Accordingly,  it may not be relied upon by or disclosed to any
other  person,  or for any other  purpose,  other  than in  connection  with the
transaction and documents referred to herein and is not to be used,  circulated,
quoted, or otherwise referred to for any other purpose without the prior written
consent of this firm. We assume no obligation to advise Purchaser of any changes
concerning the above which may hereafter come or be brought to our attention.

                                        Very truly yours,



<PAGE>

                                  SCHEDULE 7.04

                      [Separate Agreements to be signed by
                      Dr. William Coats and Ted Frederick]
                            NON-COMPETITION AGREEMENT

         This  Non-Competition  Agreement is entered into as of May 4, 2001,  by
the undersigned  ("Undersigned")  and Siboney  Learning Group,  Inc., a Missouri
corporation ("SLG") in connection with the execution,  delivery and consummation
of the transactions  contemplated by certain Asset Purchase Agreement ("Purchase
Agreement"),  dated May 4, 2001  between  Denali  Project,  L.L.C.,  a  Delaware
limited liability company ("DP") and SLG.

RECITALS

         A. The Undersigned has occupied a position of trust and confidence with
DP prior to the date  hereof  and has  become  familiar  with the  assets of DP,
including the intellectual  property assets and other assets being sold by DP to
SLG.

         B. Among the  conditions to the  obligation of SLG to close purchase of
certain assets from DP under the Purchase  Agreement is the requirement that the
Undersigned  and  others  execute  a  Non-Competition  Agreement  on  the  terms
hereinafter set forth.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged by the undersigned,  the undersigned
hereby agrees as follows:

         1. For a period of two (2) years  after the  Closing (as defined in the
Purchase  Agreement),  the  Undersigned  agrees that the  Undersigned  will not,
directly or  indirectly,  license or sell any  software to third  parties in the
United States which has the look or feel of any of the Assets (as defined in the
Purchase Agreement), or any software that utilizes a substantial majority of the
source code, content or instructional design of any of the Assets.

         2. If the  undersigned  breaches any of the covenants set forth in this
Agreement,  SLG will be entitled to obtain  injunctive or other equitable relief
to restrain any breach or threatened breach or otherwise to specifically enforce
the  provisions  of  Section 1 of this  Agreement,  it being  agreed  that money
damages alone would be  inadequate to compensate  SLG and would be an inadequate
remedy for such breach. In addition,  SLG will be entitled to such damages as it
may demonstrate from any such breach.

         3. This  Agreement  is binding  upon and  inures to the  benefit of the
Undersigned, SLG and their respective affiliates, successors and assigns.

         4. The rights and remedies  under this Agreement are cumulative and not
alternative.  Neither the failure nor any delay by any party in  exercising  any
right,  power or privilege under this Agreement will operate as a waiver of such
right, power or privilege,  and no single or partial exercise of any such right,
power or privilege  will  preclude any other or further  exercise of such right,
power or privilege,  or the exercise of any other right, power or privilege.  To
the maximum  extent  permitted by applicable  law: (a) no claim or right arising
out of this Agreement can be discharged by one party,  in whole or in part, by a
waiver or renunciation  unless in writing signed by the other party;  and (b) no
waiver that may be given by a party will be  applicable  except in the  specific
instance for which it is given.

         5. SLG agrees that, if SLG is in default (after applicable cure period,
if any) under its  payment  obligations  pursuant to the Note (as defined in the
Purchase  Agreement),  the  restrictions  in Section 1 of this  Agreement  shall
thereafter be of no force or effect.

         6.  This  Agreement  will  be  governed  by the  laws of the  State  of
Missouri, without regard to conflicts-of-laws principles.

         7. Whenever possible, each provision and term of this Agreement will be
interpreted in a manner to be effective and valid,  but if any provision or term
of this  Agreement  is held to be invalid,  then such  provision or term will be
ineffective  only to the  extent of such  invalidity,  without  invalidating  or
affecting in any manner  whatsoever  the remainder of such  provision or term or
the remaining provisions or terms of this Agreement. If any of the covenants set
forth in Section 1 of this Agreement are held to be  unreasonable,  arbitrary or
against public policy, such covenants shall be considered divisible with respect
to  scope,  time  and  geographic  area,  and in such  lesser  scope,  time  and
geographic  area  will  be  effective,   binding  and  enforceable  against  the
undersigned.

         8. Any  notices  under this  agreement  must be in writing  and will be
deemed to have been given when (a)  delivered  in person,  (b) sent by facsimile
(with  written  confirmation  of receipt),  or (c) when received by addressee if
sent by nationally recognized overnight delivery service (receipt requested), in
each case to the appropriate addresses and facsimile numbers set forth below (or
to such other addresses and facsimiles as a party may designate by notice to the
other parties):

                  SLG:
                  Siboney Learning Group, Inc.
                  325 North Kirkwood Road, Suite 200
                  Kirkwood, Missouri 63122
                  Attention: Ernest R. Marx, President
                  Facsimile No.(314) 909-1670

                  The undersigned:

                  _________________________________
                  _________________________________
                  _________________________________
                  Facsimile No.:___________________

         IN  WITNESS  WHEREOF,  the  Undersigned  and  SLG  have  executed  this
Agreement as of the date first above written.


                                        ______________________________________


                                        Name:_________________________________


                                        SLG:

                                        SIBONEY LEARNING GROUP, INC., a Texas
                                        corporation


                                        By____________________________________

                                        Title_________________________________


<PAGE>

                                  Schedule 7.06


                                   May 4, 2001


The Denali Project, LLC
Attn:  Dr. William Coates, President
4668 South Hagedorn Road, Suite 506
East Lansing, Michigan  48823

Gentlemen:

         We have acted as counsel  for Siboney  Learning  Group,  Inc.,  a Texas
corporation  ("SLG"),  in connection with that certain Asset Purchase  Agreement
(including the Schedules and Exhibits thereto, the "Purchase Agreement"),  dated
as of May 4, 2001 by and between  The Denali  Project,  LLC, a Delaware  limited
liability company ("DP") and SLG. Capitalized terms used in this opinion and not
otherwise  defined  herein  shall have the  meanings  given them in the Purchase
Agreement.  This  opinion is  furnished  to you  pursuant to Section 8.03 of the
Purchase Agreement.

         In preparation of this opinion, we have reviewed and we rely upon:

         1. The Purchase Agreement and the Assignment and Assumption;

         2. Written  Consent of the Board of Directors of SLG,  authorizing  the
execution  and delivery of the Purchase  Agreement and execution and delivery of
the Assignment and Assumption and consummation of the transactions  contemplated
by the Purchase Agreement and the Assignment and Assumption,  as certified to us
by an officer of SLG;

         3. Such other agreements,  instruments and documents as are required to
be  executed  and  performed  under or in  connection  with the  Closing  of the
Purchase Agreement (the "Transaction  Documents"),  as delivered by or on behalf
of SLG or DP at the Closing;

         4. A Certificate  of Good Standing  delivered to us by the Secretary of
State of the State of Texas,  evidencing the good standing of SLG under the laws
of the State of Texas,  and verbal  representations  made to us by the office of
the  Secretary  of State of the State of Texas,  confirming  that SLG remains in
good standing as of the date of this opinion;

         5. A Certificate  of Good Standing  delivered to us by the Secretary of
State of the State of Missouri, evidencing the good standing of SLG or a foreign
corporation  under the laws of the State of Missouri and verbal  representations
made to us by the  office of the  Secretary  of State of the  State of  Missouri
confirming that SLG remains in good standing as of the date of this opinion;

         6. The factual  representations  and  warranties of SLG in the Purchase
Agreement and the Transaction Documents;

         7. A copy of the Articles of  Incorporation of SLG, as certified by the
Secretary of State of the State of Texas; and

         8. A copy of the  Bylaws of SLG,  as  certified  to us by an officer of
SLG;

         In the examination of such  documents,  we have assumed the genuineness
of all signatures, whether original or photostatic,  except that the officers of
SLG and Siboney, respectively, the authenticity of all documents submitted to us
as  originals  and the  conformity  to the original  documents of all  documents
submitted to us as certified,  photostatic or conformed copies, the authenticity
of the originals of all such latter documents,  and the truth and correctness of
statements  made  by  SLG  or  Siboney,   including,   without  limitation,  the
representations  and  warranties of SLG contained in the Purchase  Agreement and
the  Transaction  Documents,  and we have relied  upon the  accuracy of material
factual matters contained  therein.  We have also assumed the due authorization,
execution  and  delivery by DP of the  Purchase  Agreement  and any  Transaction
Documents to which DP is a party.

         The opinions  expressed by us herein are expressly  limited to the laws
of the State of Missouri, the statutory business corporation law of the State of
Texas and federal law, where applicable.

         In addition,  we have  reviewed such matters of law and fact as we have
considered  necessary for purposes of rendering the following  opinions and have
examined and relied without independent investigation as to matters of fact upon
such  certificates  of public  officials,  such  statements and  certificates of
officers of DP and that such other corporate  records,  documents,  certificates
and instruments as we have deemed necessary or appropriate in order to enable us
to  render  the  opinions  expressed  herein.  [May  add  additional   customary
limitations subject to the reasonable approval of DP and its counsel.]

         Whenever our opinion herein with respect to the existence or absence of
facts is indicated to be based on our knowledge,  it is intended to signify only
that no  information  has  come to the  attention  of our  present  partners  or
associates who have devoted  substantive  attention to the Purchase Agreement or
Transaction   Documents  and  the  attorney   primarily   responsible   for  the
representation  of the SLG or any of its  affiliates  that  would give us actual
knowledge  of the  existence  or  absence  of such  facts.  Except to the extent
expressly set forth herein,  however,  we have not  undertaken  any  independent
investigation  to determine the  existence or the absence of such facts,  and no
inference as to our  knowledge of the  existence or absence of such facts should
be drawn from our representation of SLG or any of its affiliates.

         Based solely upon the foregoing and subject to the  qualifications  set
forth herein, we are of the opinion that as of the date hereof:

         1. SLG is a Texas  corporation  validly  existing and in good  standing
under  the laws of the  State of Texas  and has all of the  necessary  power and
authority to carry on its business as presently conducted.

         2. SLG is duly  qualified to transact  business and is in good standing
as a foreign corporation under the laws of the State of Missouri.

         3. SLG has full corporate  power and legal  authority to enter into the
Purchase  Agreement and to consummate  the  Transactions  contemplated  thereby,
which have been duly authorized by all proper and necessary  corporate and other
action  on the  part  of  SLG,  and  when  executed  and  delivered  by SLG  the
Transaction  Documents will constitute the valid and binding obligations of SLG,
enforceable against SLG in accordance with its terms.

         4. To our knowledge,  except as described in the Purchase Agreement, no
consent,  license,  approval, or authorization of any governmental  authority or
regulatory body, or of any other person or entity, is required to be obtained by
SLG in  connection  with the due  execution,  delivery  and  performance  of the
Purchase Agreement or the Transaction Documents by SLG.

         With respect to the opinions  expressed  herein,  we advise you that we
express no opinion as to: (I) conflicts-of-law or choice-of-law provisions;  and
(ii) the availability of equitable remedies because such remedies are subject to
the  discretion of the court before which a proceeding  therefor may be brought.
In addition, the terms of the Purchase Agreement,  and the Transaction Documents
may be limited  by Title 11 of the  United  States  Code,  or other  bankruptcy,
insolvency,  fraudulent  conveyance,   moratorium,  or  similar  laws  affecting
creditors' rights or the relief of debtors  generally,  as may be in effect from
time to time.

         To our  knowledge,  except as described in the Purchase  Agreement,  we
hereby  confirm  to you that no suit,  action,  decree,  arbitration  or  legal,
administrative or other  proceeding,  controversy or investigation is pending or
threatened against SLG.

         This  opinion  is  addressed  to the DP and is  solely  for  DP's  use.
Accordingly,  it may not be relied upon by or disclosed to any other person,  or
for any  other  purpose,  other  than in  connection  with the  transaction  and
documents  referred  to herein  and is not to be used,  circulated,  quoted,  or
otherwise referred to for any other purpose without the prior written consent of
this firm. We assume no obligation  to advise DP of any changes  concerning  the
above which may hereafter come or be brought to our attention.


                                        Very truly yours,


                                        GALLOP, JOHNSON & NEUMAN, L.C.