1


Exhibit 10.2




GUARANTY AND SECURITY AGREEMENT




This GUARANTY AND SECURITY AGREEMENT (this "Agreement"), dated as of May 22, 2012, among the Persons listed on the signature pages hereof as "Grantors" and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a "Grantor" and collectively, the "Grantors"), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company ("WFCF"), in its capacity as administrative agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent").

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") by and among School Specialty, Inc., a Wisconsin corporation ("Parent"), ClassromDirect.com, LLC, a Delaware limited liability company ("ClassroomDirect"), Sportime, LLC, a Delaware limited liability company  ("Sportime"), Delta Education, LLC, a Delaware limited liability company ("Delta Education"), Premier Agendas, Inc., a Washington corporation ("Premier Agendas"), Childcraft Education Corp., a New York corporation ("Childcraft"), Bird-in-Hand Woodworks, Inc., a New Jersey corporation ("Bird-in-Hand"), Califone International, Inc., a Delaware corporation ("Califone"; together with Parent, ClassroomDirect, Sportime, Delta Education, Premier Agendas, Childcraft and Bird-in-Hand, the "Borrowers" and each a "Borrower"), the lenders party thereto as "Lenders" (each of such Lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender"), Agent, WFCF and General Electric Capital Corporation, a Delaware corporation, as co-collateral agents (the "Co-Collateral Agents" and each a "Co-Collateral Agent"), and WFCF and GE Capital Markets, Inc., as co-lead arrangers and joint book runners, the Lender Group has agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; and

WHEREAS, Agent has agreed to act as agent for the benefit of the Lender Group and the Bank Product Providers in connection with the transactions contemplated by the Credit Agreement and this Agreement;

WHEREAS, in order to induce the Lender Group to enter into the Credit Agreement and the other Loan Documents, to induce the Bank Product Providers to enter into the Bank Product Agreements, and to induce the Lender Group and the Bank Product Providers to make financial accommodations to Borrowers as provided for in the Credit Agreement, the other Loan Documents and the Bank Product Agreements, (a) each Grantor (other than Borrowers) has agreed to guaranty the Guarantied Obligations, and (b) each Grantor has agreed to grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a continuing security interest in and to the Collateral in order to secure the prompt and complete payment, observance and performance of, among other things, the Secured Obligations; and

WHEREAS, each Grantor (other than Borrowers) is an Affiliate of Borrowers and, as such, will benefit by virtue of the financial accommodations extended to Borrowers by the Lender Group.


















NOW, THEREFORE, for and in consideration of the recitals made above and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.

Definitions; Construction.

(a)

All initially capitalized terms used herein (including in the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the Credit Agreement (including Schedule 1.1 thereto).  Any terms (whether capitalized or lower case) used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein or in the Credit Agreement; provided that to the extent that the Code is used to define any term used herein and if such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern.  In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings:

(i)

"Account" means an account (as that term is defined in Article 9 of the Code).

(ii)

"Account Debtor" means an account debtor (as that term is defined in the Code).

(iii)

"Activation Instruction" has the meaning specified therefor in Section 7(k).

(iv)

"Agent" has the meaning specified therefor in the preamble to this Agreement.

(v)

"Agent's Lien" has the meaning specified therefor in the Credit Agreement.

(vi)

"Agreement" has the meaning specified therefor in the preamble to this Agreement.

(vii)

"Bank Product Obligations" has the meaning specified therefor in the Credit Agreement.

(viii)

"Bank Product Provider" has the meaning specified therefor in the Credit Agreement.

(ix)

"Books" means books and records (including each Grantor's Records indicating, summarizing, or evidencing such Grantor's assets (including the Collateral) or liabilities, each Grantor's Records relating to such Grantor's business operations or financial condition, and each Grantor's goods or General Intangibles related to such information).

(x)

"Borrower" has the meaning specified therefor in the recitals to this Agreement.









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(xi)

"Cash Equivalents" has the meaning specified therefor in the Credit Agreement.

(xii)

"Chattel Paper" means chattel paper (as that term is defined in the Code), and includes tangible chattel paper and electronic chattel paper.

(xiii)

"Code" means the New York Uniform Commercial Code, as in effect from time to time; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority, or remedies with respect to Agent's Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term "Code" shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies.

(xiv)

"Collateral" has the meaning specified therefor in Section 3.

(xv)

"Collections" has the meaning specified therefor in the Credit Agreement.

(xvi)

"Commercial Tort Claims" means commercial tort claims (as that term is defined in the Code), and includes those commercial tort claims listed on Schedule 1.

(xvii)

"Control Agreement" has the meaning specified therefor in the Credit Agreement.

(xviii)

"Controlled Account" has the meaning specified therefor in Section 7(k).

(xix)

"Controlled Account Agreements" means those certain cash management agreements, in form and substance reasonably satisfactory to Agent, each of which is executed and delivered by a Grantor, Agent, and one of the Controlled Account Banks.

(xx)

"Controlled Account Bank" has the meaning specified therefor in Section 7(k).

(xxi)

"Copyrights" means any and all rights in any works of authorship, including (A) copyrights and moral rights, (B) copyright registrations and recordings thereof and all applications in connection therewith including those listed on Schedule 2, (C) income, license fees, royalties, damages, and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (D) the right to sue for past, present, and future infringements thereof, and (E) all of each Grantor's rights corresponding thereto throughout the world.

(xxii)

"Copyright Security Agreement" means each Copyright Security Agreement executed and delivered by Grantors, or any of them, and Agent, in substantially the form of Exhibit A.









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(xxiii)

"Credit Agreement" has the meaning specified therefor in the recitals to this Agreement.

(xxiv)

"Deposit Account" means a deposit account (as that term is defined in the Code).

(xxv)

"Equipment" means equipment (as that term is defined in the Code).

(xxvi)

"Equity Interests" has the meaning specified therefor in the Credit Agreement.

(xxvii)

"Event of Default" has the meaning specified therefor in the Credit Agreement.

(xxviii)

"Farm Products" means farm products (as that term is defined in the Code).

(xxix)

"Fixtures" means fixtures (as that term is defined in the Code).

(xxx)

"Foreclosed Grantor" has the meaning specified therefor in Section 2(i)(iii).

(xxxi)

"General Intangibles" means general intangibles (as that term is defined in the Code) and Intangibles (as that term is defined in the PPSA), and includes payment intangibles, software, contract rights, rights to payment, rights under Hedge Agreements (including the right to receive payment on account of the termination (voluntarily or involuntarily) of such Hedge Agreements), rights arising under common law, statutes, or regulations, choses or things in action, goodwill, Intellectual Property, Intellectual Property Licenses, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other rights under any royalty or licensing agreements, including Intellectual Property Licenses, infringement claims, pension plan refunds, pension plan refund claims, insurance premium rebates, tax refunds, and tax refund claims, interests in a partnership or limited liability company which do not constitute a security under Article 8 of the Code, and any other personal property other than Commercial Tort Claims, money, Accounts, Chattel Paper, Deposit Accounts, goods, Investment Property, Negotiable Collateral, and oil, gas, or other minerals before extraction.

(xxxii)

"Grantor" and "Grantors" have the respective meanings specified therefor in the preamble to this Agreement.

(xxxiii)

"Guarantied Obligations" means all of the Obligations (including any Bank Product Obligations) now or hereafter existing, whether for principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), fees (including the fees provided for in the Fee Letter), Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), or otherwise, and any and all expenses (including reasonable counsel 









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fees and expenses) incurred by Agent, any other member of the Lender Group, or any Bank Product Provider (or any of them) in enforcing any rights under the any of the Loan Documents.  Without limiting the generality of the foregoing, Guarantied Obligations shall include all amounts that constitute part of the Guarantied Obligations and would be owed by Borrowers to Agent, any other member of the Lender Group, or any Bank Product Provider but for the fact that they are unenforceable or not allowable, including due to the existence of a bankruptcy, reorganization, other Insolvency Proceeding or similar proceeding involving any Borrower or any guarantor.

(xxxiv)

"Guarantor" means each Grantor other than Borrowers.

(xxxv)

"Guaranty" means the guaranty set forth in Section 2 hereof.

(xxxvi)

"Insolvency Proceeding" has the meaning specified therefor in the Credit Agreement.

(xxxvii)

"Intellectual Property" means any and all Patents, Copyrights, Trademarks, trade secrets, know-how, inventions (whether or not patentable), algorithms, software programs (including source code and object code), processes, product designs, industrial designs, blueprints, drawings, data, customer lists, URLs and domain names, specifications, documentations, reports, catalogs, literature, and any other forms of technology or proprietary information of any kind, including all rights therein and all applications for registration or registrations thereof.

(xxxviii)

"Intellectual Property Licenses" means, with respect to any Person (the "Specified Party"), (A) any licenses or other similar rights provided to the Specified Party in or with respect to Intellectual Property owned or controlled by any other Person, and (B) any licenses or other similar rights provided to any other Person in or with respect to Intellectual Property owned or controlled by the Specified Party, in each case, including (x) any software license agreements (other than license agreements for commercially available off-the-shelf software that is generally available to the public which have been licensed to a Grantor pursuant to end-user licenses), (y) the license agreements listed on Schedule 3, and (z) the right to use any of the licenses or other similar rights described in this definition in connection with the enforcement of the Lender Group's rights under the Loan Documents.

(xxxix)

"Inventory" means inventory (as that term is defined in the Code).

(xl)

"Investment Property" means (A) any and all investment property (as that term is defined in the Code), and (B) any and all of the following (regardless of whether classified as investment property under the Code):  all Pledged Interests, Pledged Operating Agreements, and Pledged Partnership Agreements.

(xli)

"Joinder" means each Joinder to this Agreement executed and delivered by Agent and each of the other parties listed on the signature pages thereto, in substantially the form of Annex 1.

(xlii)

"Lender Group" has the meaning specified therefor in the Credit Agreement.









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(xliii)

"Lender" and "Lenders" have the respective meanings specified therefor in the recitals to this Agreement.

(xliv)

"Loan Document" has the meaning specified therefor in the Credit Agreement.

(xlv)

"Negotiable Collateral" means letters of credit, letter-of-credit rights, instruments, promissory notes, drafts and documents (as each such term is defined in the Code).

(xlvi)

"Obligations" has the meaning specified therefor in the Credit Agreement.

(xlvii)

"Parent" has the meaning specified therefor in the recitals to this Agreement.

(xlviii)

"Patents" means patents and patent applications, including (A) the patents and patent applications listed on Schedule 4, (B) all continuations, divisionals, continuations-in-part, re-examinations, reissues, and renewals thereof and improvements thereon, (C) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (D) the right to sue for past, present, and future infringements thereof, and (E) all of each Grantor's rights corresponding thereto throughout the world.

(xlix)

"Patent Security Agreement" means each Patent Security Agreement executed and delivered by Grantors, or any of them, and Agent, in substantially the form of Exhibit B.

(l)

"Permitted Investments" has the meaning specified therefor in the Credit Agreement.

(li)

"Permitted Liens" has the meaning specified therefor in the Credit Agreement.

(lii)

"Person" has the meaning specified therefor in the Credit Agreement.

(liii)

"Pledged Companies" means each Person listed on Schedule 5 as a "Pledged Company", together with each other Person, all or a portion of whose Equity Interests are acquired or otherwise owned by a Grantor after the Closing Date.

(liv)

"Pledged Interests" means all of each Grantor's right, title and interest in and to all of the Equity Interests now owned or hereafter acquired by such Grantor, regardless of class or designation, including in each of the Pledged Companies, and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, also including any certificates representing the Equity Interests, the right to receive any certificates representing any of the Equity Interests, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and the right to receive all dividends, distributions of income, profits, surplus, or other compensation by way of income or 









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liquidating distributions, in cash or in kind, and all cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing.

(lv)

"Pledged Interests Addendum" means a Pledged Interests Addendum substantially in the form of Exhibit C.

(lvi)

"Pledged Notes" has the meaning specified therefor in Section 6(i).

(lvii)

"Pledged Operating Agreements" means all of each Grantor's rights, powers, and remedies under the limited liability company operating agreements of each of the Pledged Companies that are limited liability companies.

(lviii)

"Pledged Partnership Agreements" means all of each Grantor's rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.

(lix)

"PPSA" means the Personal Property Security Act (Nova Scotia) as such legislation may be amended, renamed or replaced from time to time, and the regulations thereunder as in effect from time to time.

(lx)

"Proceeds" has the meaning specified therefor in Section 3.

(lxi)

"PTO" means the United States Patent and Trademark Office.

(lxii)

"Real Property" means any estates or interests in real property now owned or hereafter acquired by any Grantor or any Subsidiary of any Grantor and the improvements thereto.

(lxiii)

"Record" means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

(lxiv)

"Rescission" has the meaning specified therefor in Section 7(k).

(lxv)

"Secured Obligations" means each and all of the following:  (A) all of the present and future obligations of each of the Grantors arising from, or owing under or pursuant to, this Agreement (including the Guaranty), the Credit Agreement, or any of the other Loan Documents, (B) all Bank Product Obligations, and (C) all other Obligations of Borrowers and all other Guarantied Obligations of each Guarantor (including, in the case of each of clauses (A), (B) and (C), reasonable attorneys' fees and expenses and any interest, fees, or expenses that accrue after the filing of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any Insolvency Proceeding).

(lxvi)

"Securities Account" means a securities account (as that term is defined in the Code).

(lxvii)

"Security Interest" has the meaning specified therefor in Section 3.









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(lxviii)

"Select Agendas" means  Select Agendas, Corp., a Nova Scotia unlimited liability company.

(lxix)

"STA" means the Securities Transfer Act (Nova Scotia) as such legislation may be amended, renamed or replaced from time to time, and the regulations thereunder as in effect from time to time.

(lxx)

"Supporting Obligations" means supporting obligations (as such term is defined in the Code), and includes letters of credit and guaranties issued in support of Accounts, Chattel Paper, documents, General Intangibles, instruments or Investment Property.

(lxxi)

"Trademarks" means any and all trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service mark applications, including (A) the trade names, registered trademarks, trademark applications, registered service marks and service mark applications listed on Schedule 6, (B) all renewals thereof, (C) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (D) the right to sue for past, present and future infringements and dilutions thereof, (E) the goodwill of each Grantor's business symbolized by the foregoing or connected therewith, and (F) all of each Grantor's rights corresponding thereto throughout the world.

(lxxii)

"Trademark Security Agreement" means each Trademark Security Agreement executed and delivered by Grantors, or any of them, and Agent, in substantially the form of Exhibit D.

(lxxiii)

"Term Loan Agent" has the meaning specified therefor in the Split Lien Intercreditor Agreement

(lxxiv)

"Triggering Event" means, as of any date of determination, that (A) an Event of Default has occurred as of such date, or (B) Borrowers have failed to maintain the Minimum Excess Availability Amount.

(lxxv)



"



ULC



" means a Pledged Company that is an unlimited company, unlimited liability company or unlimited liability corporation under any ULC Laws.



(lxxvi)



"



ULC Laws



" means the



Companies Act



 (Nova Scotia), the



Business Corporations Act



 (Alberta), the



Business Corporations Act



 (British Columbia) and any other present or future laws governing ULCs.



(lxxvii)



"



ULC Shares



" means shares, partnership interests or other Equity Interests in the capital stock of a ULC.



(lxxviii)

"URL" means "uniform resource locator," an internet web address.

(lxxix)

"VIN" has the meaning specified therefor in Section 6(l).

(b)

Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the 









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terms "includes" and  "including" are not limiting, and the term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or."  The words "hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified.  Any reference in this Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein or in the Credit Agreement).  The words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties.  Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations or the Guarantied Obligations shall mean (i) the payment or repayment in full in immediately available funds of (A) the principal amount of, and interest accrued with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the Loans, (B) all Lender Group Expenses that have accrued regardless of whether demand has been made therefor, (C) all fees or charges that have accrued hereunder or under any other Loan Document (including the Letter of Credit Fee and the Unused Line Fee), (ii) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, (iii) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization, (iv) the receipt by Agent of cash collateral in order to secure any other contingent Secured Obligations or Guarantied Obligations for which a claim or demand for payment has been made at such time or in respect of matters or circumstances known to Agent or a Lender at the time that are reasonably expected to result in any loss, cost, damage or expense (including attorneys' fees and legal expenses), such cash collateral to be in such amount as Agent reasonably determines is appropriate to secure such contingent Secured Obligations or Guarantied Obligations, (v) the payment or repayment in full in immediately available funds of all other Secured Obligations or Guarantied Obligations (as the case may be) (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Hedge Providers) other than (A) unasserted contingent indemnification obligations, (B) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (C) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid, and (vi) the termination of all of the Commitments of the Lenders.  Any reference herein to any Person shall be construed to include such Person's successors and assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

(c)

All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

2.

Guaranty.

(a)

In recognition of the direct and indirect benefits to be received by Guarantors from the proceeds of the Revolving Loans, the issuance of the Letters of Credit, and 









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the entering into of the Bank Product Agreements and by virtue of the financial accommodations to be made to Borrowers, each of the Guarantors, jointly and severally, hereby unconditionally and irrevocably guarantees as a primary obligor and not merely as a surety the full and prompt payment when due, whether upon maturity, acceleration, or otherwise, of all of the Guarantied Obligations.  If any or all of the Obligations becomes due and payable, each of the Guarantors, unconditionally and irrevocably, and without the need for demand, protest, or any other notice or formality, promises to pay such indebtedness to Agent, for the benefit of the Lender Group and the Bank Product Providers, together with any and all reasonable expenses (including Lender Group Expenses) that may be incurred by Agent or any other member of the Lender Group or any Bank Product Provider in demanding, enforcing, or collecting any of the Guarantied Obligations (including the enforcement of any collateral for such Obligations or any collateral for the obligations of the Guarantors under this Guaranty).  If claim is ever made upon Agent or any other member of the Lender Group or any Bank Product Provider for repayment or recovery of any amount or amounts received in payment of or on account of any or all of the Obligations and any of Agent or any other member of the Lender Group or any Bank Product Provider repays all or part of said amount by reason of (i) any judgment, decree, or order of any court or administrative body having jurisdiction over such payee or any of its property, or (ii) any reasonable settlement or compromise of any such claim effected by such payee with any such claimant (including any Borrower or any Guarantor), then and in each such event, each of the Guarantors agrees that any such judgment, decree, order, settlement, or compromise shall be binding upon the Guarantors, notwithstanding any revocation (or purported revocation) of this Guaranty or other instrument evidencing any liability of any Grantor, and the Guarantors shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

(b)

Additionally, each of the Guarantors unconditionally and irrevocably guarantees the payment of any and all of the Obligations to Agent, for the benefit of the Lender Group and the Bank Product Providers, whether or not due or payable by any Loan Party upon the occurrence of any of the events specified in Section 8.4 or 8.5 of the Credit Agreement, and irrevocably and unconditionally promises to pay such indebtedness to Agent, for the benefit of the Lender Group and the Bank Product Providers, without the requirement of demand, protest, or any other notice or other formality, in lawful money of the United States.

(c)

The liability of each of the Guarantors hereunder is primary, absolute, and unconditional, and is independent of any security for or other guaranty of the Obligations, whether executed by any other Guarantor or by any other Person, and the liability of each of the Guarantors hereunder shall not be affected or impaired by (i) any payment on, or in reduction of, any such other guaranty or undertaking, (ii) any dissolution, termination, or increase, decrease, or change in personnel by any Grantor, (iii) any payment made to Agent, any other member of the Lender Group, or any Bank Product Provider on account of the Obligations which Agent, such other member of the Lender Group, or such Bank Product Provider repays to any Grantor pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding (or any settlement or compromise of any claim made in such a proceeding relating to such payment), and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (iv) any action or inaction by Agent, any other member of the Lender Group, or any Bank Product Provider, or 









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(v) any invalidity, irregularity, avoidability, or unenforceability of all or any part of the Obligations or of any security therefor.

(d)

This Guaranty includes all present and future Guarantied Obligations including any under transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part.  To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Guaranty as to future Guarantied Obligations.  If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (i) no such revocation shall be effective until written notice thereof has been received by Agent, (ii) no such revocation shall apply to any Guarantied Obligations in existence on the date of receipt by Agent of such written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (iii) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of any member of the Lender Group or any Bank Product Provider in existence on the date of such revocation, (iv) no payment by any Guarantor, any Borrower, or from any other source, prior to the date of Agent's receipt of written notice of such revocation shall reduce the maximum obligation of such Guarantor hereunder, and (v) any payment by any Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of such Guarantor hereunder.  This Guaranty shall be binding upon each Guarantor, its successors and assigns and inure to the benefit of and be enforceable by Agent (for the benefit of the Lender Group and the Bank Product Providers) and its successors, transferees, or assigns.

(e)

The guaranty by each of the Guarantors hereunder is a guaranty of payment and not of collection.  The obligations of each of the Guarantors hereunder are independent of the obligations of any other Guarantor or Grantor or any other Person and a separate action or actions may be brought and prosecuted against one or more of the Guarantors whether or not action is brought against any other Guarantor or Grantor or any other Person and whether or not any other Guarantor or Grantor or any other Person be joined in any such action or actions.  Each of the Guarantors waives, to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement hereof.  Any payment by any Grantor or other circumstance which operates to toll any statute of limitations as to any Grantor shall operate to toll the statute of limitations as to each of the Guarantors.

(f)

Each of the Guarantors authorizes Agent, the other members of the Lender Group, and the Bank Product Providers without notice or demand, and without affecting or impairing its liability hereunder, from time to time to:

(i)

change the manner, place, or terms of payment of, or change or extend the time of payment of, renew, increase, accelerate, or alter:  (A) any of the Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon); or (B) any security therefor or any liability incurred directly or indirectly in respect 









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thereof, and this Guaranty shall apply to the Obligations as so changed, extended, renewed, or altered;

(ii)

take and hold security for the payment of the Obligations and sell, exchange, release, impair, surrender, realize upon, collect, settle, or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Obligations or any of the Guarantied Obligations (including any of the obligations of all or any of the Guarantors under this Guaranty) incurred directly or indirectly in respect thereof or hereof, or any offset on account thereof;

(iii)

exercise or refrain from exercising any rights against any Grantor;

(iv)

release or substitute any one or more endorsers, guarantors, any Grantor, or other obligors;

(v)

settle or compromise any of the Obligations, any security therefor, or any liability (including any of those of any of the Guarantors under this Guaranty) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Grantor to its creditors;

(vi)

apply any sums by whomever paid or however realized to any liability or liabilities of any Grantor to Agent, any other member of the Lender Group, or any Bank Product Provider regardless of what liability or liabilities of such Grantor remain unpaid;

(vii)

consent to or waive any breach of, or any act, omission, or default under, this Agreement, any other Loan Document, any Bank Product Agreement, or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify, or supplement this Agreement, any other Loan Document, any Bank Product Agreement, or any of such other instruments or agreements; or

(viii)

take any other action that could, under otherwise applicable principles of law, give rise to a legal or equitable discharge of one or more of the Guarantors from all or part of its liabilities under this Guaranty.

(g)

It is not necessary for Agent, any other member of the Lender Group, or any Bank Product Provider to inquire into the capacity or powers of any of the Guarantors or the officers, directors, partners or agents acting or purporting to act on their behalf, and any Obligations made or created in reliance upon the professed exercise of such powers shall be Guaranteed hereunder.

(h)

Each Guarantor jointly and severally guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any member of the Lender Group or any Bank Product Provider with respect thereto.  The obligations of each Guarantor under this Guaranty are independent of the Guarantied Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligations, irrespective of whether any action is brought against any other Guarantor or whether any other Guarantor is joined in any such action or actions.  The 









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liability of each Guarantor under this Guaranty shall be absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defense it may now or hereafter have in any way relating to, any or all of the following:

(i)

any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;

(ii)

any change in the time, manner, or place of payment of, or in any other term of, all or any of the Guarantied Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Guarantied Obligations resulting from the extension of additional credit;

(iii)

any taking, exchange, release, or non-perfection of any Lien in and to any Collateral, or any taking, release, amendment, waiver of, or consent to departure from any other guaranty, for all or any of the Guarantied Obligations;

(iv)

the existence of any claim, set-off, defense, or other right that any Guarantor may have at any time against any Person, including Agent, any other member of the Lender Group, or any Bank Product Provider;

(v)

any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guarantied Obligations or any security therefor;

(vi)

any right or defense arising by reason of any claim or defense based upon an election of remedies by any member of the Lender Group or any Bank Product Provider including any defense based upon an impairment or elimination of such Guarantor's rights of subrogation, reimbursement, contribution, or indemnity of such Guarantor against any other Grantor or any guarantors or sureties;

(vii)

any change, restructuring, or termination of the corporate, limited liability company, or partnership structure or existence of any Grantor; or

(viii)

any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor or any other guarantor or surety.

(i)

Waivers:

(i)

Each of the Guarantors waives any right (except as shall be required by applicable statute and cannot be waived) to require Agent, any other member of the Lender Group, or any Bank Product Provider to (i) proceed against any other Grantor or any other Person, (ii) proceed against or exhaust any security held from any other Grantor or any other Person, or (iii) protect, secure, perfect, or insure any security interest or Lien on any property subject thereto or exhaust any right to take any action against any other Grantor, any other Person, or any collateral, or (iv) pursue any other remedy in any member of the Lender Group's or any Bank Product Provider's power whatsoever.  Each of the Guarantors waives any defense based on or arising out of any defense of any Grantor or any other Person, other than payment of the Obligations to the extent of such payment, based on or arising out of the disability of any 









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Grantor or any other Person, or the validity, legality, or unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Grantor other than payment of the Obligations to the extent of such payment.  Agent may, at the election of the Required Lenders, foreclose upon any Collateral held by Agent by one or more judicial or nonjudicial sales or other dispositions, whether or not every aspect of any such sale is commercially reasonable or otherwise fails to comply with applicable law or may exercise any other right or remedy Agent, any other member of the Lender Group, or any Bank Product Provider may have against any Grantor or any other Person, or any security, in each case, without affecting or impairing in any way the liability of any of the Guarantors hereunder except to the extent the Obligations have been paid.

(ii)

Each of the Guarantors waives all presentments, demands for performance, protests and notices, including notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation, or incurring of new or additional Obligations or other financial accommodations.  Each of the Guarantors waives notice of any Default or Event of Default under any of the Loan Documents.  Each of the Guarantors assumes all responsibility for being and keeping itself informed of each Grantor's financial condition and assets and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope, and extent of the risks which each of the Guarantors assumes and incurs hereunder, and agrees that neither Agent nor any of the other members of the Lender Group nor any Bank Product Provider shall have any duty to advise any of the Guarantors of information known to them regarding such circumstances or risks.

(iii)

To the fullest extent permitted by applicable law, each Guarantor hereby waives:  (A) any right to assert against any member of the Lender Group or any Bank Product Provider, any defense (legal or equitable), set-off, counterclaim, or claim which each Guarantor may now or at any time hereafter have against any Borrower or any other party liable to any member of the Lender Group or any Bank Product Provider; (B) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guarantied Obligations or any security therefor; (C) any right or defense arising by reason of any claim or defense based upon an election of remedies by any member of the Lender Group or any Bank Product Provider including any defense based upon an impairment or elimination of such Guarantor's rights of subrogation, reimbursement, contribution, or indemnity of such Guarantor against any Borrower or other guarantors or sureties; and (D) the benefit of any statute of limitations affecting such Guarantor's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guarantied Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor's liability hereunder.

(iv)

No Guarantor will exercise any rights that it may now or hereafter acquire against any Grantor or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor's obligations under this Guaranty, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of Agent, any other member of the Lender Group, or any Bank Product Provider against any Grantor or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, 









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including the right to take or receive from any Grantor or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guarantied Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash and all of the Commitments have been terminated.  If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence, such amount shall be held in trust for the benefit of Agent, for the benefit of the Lender Group and the Bank Product Providers, and shall forthwith be paid to Agent to be credited and applied to the Guarantied Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Agreement, or to be held as Collateral for any Guarantied Obligations or other amounts payable under this Guaranty thereafter arising.  Notwithstanding anything to the contrary contained in this Guaranty, no Guarantor may exercise any rights of subrogation, contribution, indemnity, reimbursement or other similar rights against, and may not proceed or seek recourse against or with respect to any property or asset of, any other Grantor (the "Foreclosed Grantor"), including after payment in full of the Obligations, if all or any portion of the Obligations have been satisfied in connection with an exercise of remedies in respect of the Equity Interests of such Foreclosed Grantor whether pursuant to this Agreement or otherwise.

(v)

Each of the Guarantors hereby acknowledges and affirms that it understands that to the extent the Obligations are secured by Real Property located in California, Guarantors shall be liable for the full amount of the liability hereunder notwithstanding the foreclosure on such Real Property by trustee sale or any other reason impairing such Guarantor's right to proceed against any Loan Party.  In accordance with Section 2856 of the California Code of Civil Procedure or any similar laws of any other applicable jurisdiction, each of the Guarantors hereby waives until such time as the Obligations have been paid in full:

(1)

all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to the Guarantors by reason of Sections 2787 to 2855, inclusive, 2899, and 3433 of the California Code of Civil Procedure or any similar laws of any other applicable jurisdiction;

(2)

all rights and defenses that the Guarantors may have because the Obligations are secured by Real Property located in California, meaning, among other things, that:  (A) Agent, the other members of the Lender Group, and the Bank Product Providers may collect from the Guarantors without first foreclosing on any real or personal property collateral pledged by any Borrower or any other Grantor, and (B) if Agent, on behalf of the Lender Group, forecloses on any Real Property collateral pledged by any Borrower or any other Grantor, (1) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (2) the Lender Group may collect from the Guarantors even if, by foreclosing on the Real Property collateral, Agent or the other members of the Lender Group have destroyed or impaired any right the Guarantors may have to collect from any other Grantor, it being understood that this is an unconditional and irrevocable waiver of any rights and defenses the Guarantors may have because the Obligations are secured by Real Property (including, without limitation, any rights or defenses based upon Sections 580a, 580d, or 726 of the California Code of Civil Procedure or any similar laws of any other applicable jurisdiction); and









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(3)

all rights and defenses arising out of an election of remedies by Agent, the other members of the Lender Group, and the Bank Product Providers, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed Guarantors' rights of subrogation and reimbursement against any Grantor by the operation of Section 580d of the California Code of Civil Procedure or any similar laws of any other applicable jurisdiction or otherwise.

(vi)

Each of the Guarantors represents, warrants, and agrees that each of the waivers set forth above is made with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective to the maximum extent permitted by law.

(vii)

Each of the Guarantors acknowledges and agrees that it is a guarantor, not a surety, under this Agreement and hereby waives, to the maximum extent permitted by law, all rights and defenses of a guarantor or surety under the Illinois Sureties Act (740 ILCS 155/1) or any similar statute or rule of law.

(viii)

The provisions in this Section 2 which refer to certain sections of the California Civil Code are included in this Guaranty solely out of an abundance of caution and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty.

3.

Grant of Security.  Each Grantor hereby unconditionally grants, assigns (except in the case of ULC Shares), and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing security interest (hereinafter referred to as the "Security Interest") in all of such Grantor's right, title, and interest in and to all of such Grantor's present and after-acquired personal property, including, without limitation, the following, whether now owned or hereafter acquired or arising and wherever located (the "Collateral"):

(a)

all of such Grantor's Accounts;

(b)

all of such Grantor's Books;

(c)

all of such Grantor's Chattel Paper;

(d)

all of such Grantor's Commercial Tort Claims;

(e)

all of such Grantor's Deposit Accounts;

(f)

all of such Grantor's Equipment;

(g)

all of such Grantor's Farm Products;

(h)

all of such Grantor's Fixtures;

(i)

all of such Grantor's General Intangibles;

(j)

all of such Grantor's Inventory;









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(k)

all of such Grantor's Investment Property;

(l)

all of such Grantor's Intellectual Property and Intellectual Property Licenses;

(m)

all of such Grantor's Negotiable Collateral (including all of such Grantor's Pledged Notes);

(n)

all of such Grantor's Pledged Interests (including all of such Grantor's Pledged Operating Agreements and Pledged Partnership Agreements);

(o)

all of such Grantor's Securities Accounts;

(p)

all of such Grantor's Supporting Obligations;

(q)

all of such Grantor's money, Cash Equivalents, or other assets of such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any other member of the Lender Group; and

(r)

all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the "Proceeds").  Without limiting the generality of the foregoing, the term "Proceeds" includes whatever is receivable or received when Investment Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or Agent from time to time with respect to any of the Investment Property.

Notwithstanding anything contained in this Agreement to the contrary, the term "Collateral" shall not include:  (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Administrative Borrower) in relation to the benefits to Agent, the other members of the Lender Group, and the Bank Product Providers of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); or (ii) any rights or interest in any contract, lease, permit, 









-17-




license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent's security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent's, any other member of the Lender Group's or any Bank Product Provider's continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral;

(iv) any consumer goods (as defined in the PPSA) of Select Agendas; or (v) the last day of any real property lease, or any agreement to lease to which Select Agendas is now or becomes a party as lessee, provided that any such last day shall be held in trust by Select Agendas for Agent and, on the exercise by Agent of its rights and remedies hereunder, shall be assigned by Select Agendas as directed by Agent.  Notwithstanding the foregoing, Agent shall only have a security in, and not a present assignment of, any Canadian trademarks or ULC Shares forming part of the Collateral

..

4.

Security for Secured Obligations.  The Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the Lender Group, the Bank Product Providers or any of them, but for the fact that they are unenforceable or not allowable (in whole or in part) as a claim in an Insolvency Proceeding involving any Grantor due to the existence of such Insolvency Proceeding.

Each Grantor confirms that value has been given by the Lender Group or the Bank Product Providers or any of them to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement and that such Grantor and the Agent have not agreed to postpone the time for attachment to the Security Interest in any of the Collateral of such Grantor.



5.

Grantors Remain Liable.  Anything herein to the contrary notwithstanding, (a) each of the Grantors shall remain liable under the contracts and agreements included in the Collateral, including the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of the duties and obligations thereunder to the same extent as if this 









-18-




Agreement had not been executed, (b) the exercise by Agent or any other member of the Lender Group of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under such contracts and agreements included in the Collateral, and (c) none of the members of the Lender Group shall have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall any of the members of the Lender Group be obligated to perform any of the obligations or duties of any Grantors thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.  Until an Event of Default shall occur and be continuing, except as otherwise provided in this Agreement, the Credit Agreement, or any other Loan Document, Grantors shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of the Credit Agreement and the other Loan Documents.  Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including all voting, consensual, dividend, and distribution rights, shall remain in the applicable Grantor until (i) the occurrence and continuance of an Event of Default (or, in the case of pledged ULC Shares, the ULC Shares are no longer registered in the name of the applicable Grantor) and (ii) Agent has notified the applicable Grantor of Agent's election to exercise such rights with respect to the Pledged Interests pursuant to Section 16,

except that in the case of ULC Shares, the applicable Grantor shall have the right to vote such shares and to retain for its own account any dividends or other distributions on such shares (other than to the extent same consists of certificated Pledged Interests which shall be delivered to Agent to be held in accordance with the terms hereof) until such shares are effectively transferred in to the name of a person other than such Grantor.



6.

Representations and Warranties.  In order to induce Agent to enter into this Agreement for the benefit of the Lender Group and the Bank Product Providers, each Grantor makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Closing Date, and shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date of the making of each Revolving Loan (or other extension of credit) made thereafter, as though made on and as of the date of such Revolving Loan (or other extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement:

(a)

The name (within the meaning of Section 9-503 of the Code), including any French or combined form of name, and jurisdiction of organization of each Grantor and each of its Subsidiaries is set forth on Schedule 7 (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under the Loan Documents).









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(b)

The chief executive office of each Grantor and each of its Subsidiaries is located at the address indicated on Schedule 7 (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under the Loan Documents).

(c)

Each Grantor's and each of its Subsidiaries' tax identification numbers and organizational identification numbers, if any, are identified on Schedule 7 (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under the Loan Documents).

(d)

As of the Closing Date, no Grantor and no Subsidiary of a Grantor holds any commercial tort claims that exceed $250,000 in amount, except as set forth on Schedule 1.

(e)

Set forth on Schedule 9 (as such Schedule may be updated from time to time subject to Section 7(k)(iii) with respect to Controlled Accounts and provided that Grantors comply with Section 7(c) hereof) is a listing of all of Grantors' and their Subsidiaries' Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with such Person.

(f)

Schedule 8 sets forth all Real Property owned by any of the Grantors as of the Closing Date.

(g)

As of the Closing Date:  (i) Schedule 2 provides a complete and correct list of all registered Copyrights owned by any Grantor, all applications for registration of Copyrights owned by any Grantor; (ii) Schedule 3 provides a complete and correct list of all Intellectual Property Licenses entered into by any Grantor pursuant to which (A) any Grantor has provided any license or other rights in Intellectual Property owned or controlled by such Grantor to any other Person (other than non-exclusive software licenses granted in the ordinary course of business) or (B) any Person has granted to any Grantor any license or other rights material to the business of such Grantor in Intellectual Property owned or controlled by such Person that is material to the business of such Grantor, including any Intellectual Property that is incorporated in any Inventory, software, or other product marketed, sold, licensed, or distributed by such Grantor; (iii) Schedule 4 provides a complete and correct list of all Patents owned by any Grantor and all applications for Patents owned by any Grantor; and (iv) Schedule 6 provides a complete and correct list of all registered Trademarks owned by any Grantor and all applications for registration of Trademarks owned by any Grantor.

(h)

i) (A) each Grantor owns exclusively or holds licenses in all Intellectual Property that is necessary in or material to the conduct of its business, and (B) all employees and contractors of each Grantor who were involved in the creation or development of any Intellectual Property for such Grantor that is necessary in or material to the business of such Grantor have signed agreements containing assignment of Intellectual Property rights to such Grantor and obligations of confidentiality;

(ii)

to each Grantor's knowledge after reasonable inquiry, no Person has infringed or misappropriated or is currently infringing or misappropriating any Intellectual Property rights owned by such Grantor, in each case, that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect;









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(iii)

(A) to each Grantor's knowledge after reasonable inquiry, (1) such Grantor has never infringed or misappropriated and is not currently infringing or misappropriating any Intellectual Property rights of any Person, and (2) no product manufactured, used, distributed, licensed, or sold by or service provided by such Grantor has ever infringed or misappropriated or is currently infringing or misappropriating any Intellectual Property rights of any Person, in each case, except where such infringement either individually or in the aggregate could not reasonably be expected to result in a Material Adverse Effect, and (B) there are no infringement or misappropriation claims or proceedings pending, or to any Grantor's knowledge after reasonable inquiry, threatened in writing against any Grantor, and no Grantor has received any written notice or other communication of any actual or alleged infringement or misappropriation of any Intellectual Property rights of any Person, in each case, except where such infringement either individually or in the aggregate could not reasonably be expected to result in a Material Adverse Effect;

(iv)

to each Grantor's knowledge after reasonable inquiry, all registered Copyrights, registered Trademarks, and issued Patents that are owned by such Grantor and necessary in or material to the conduct of its business are valid, subsisting and enforceable and in compliance with all legal requirements, filings, and payments and other actions that are required to maintain such Intellectual Property in full force and effect, and

(v)

each Grantor has taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all trade secrets owned by such Grantor that are necessary in or material to the conduct of the business of such Grantor.

(i)

This Agreement creates a valid security interest in the Collateral of each Grantor, to the extent a security interest therein can be created under the Code, securing the payment of the Secured Obligations.  Except to the extent a security interest in the Collateral cannot be perfected by the filing of a financing statement under the Code, all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken or will have been taken upon the filing of financing statements listing each applicable Grantor, as a debtor, and Agent, as secured party, in the jurisdictions listed next to such Grantor's name on Schedule 11.  Upon the making of such filings, Agent shall have (i) a first priority perfected security interest in the ABL Priority Collateral of each Grantor and (ii) a second priority security interest in the Split Lien Priority Collateral, subject only to the security interest granted to the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreement, in each case to the extent such security interest can be perfected by the filing of a financing statement.  Upon filing of any Copyright Security Agreement with the United States Copyright Office, filing of any Patent Security Agreement and any Trademark Security Agreement with the PTO, and the filing of appropriate financing statements in the jurisdictions listed on Schedule 11, all action necessary or desirable to protect and perfect the Security Interest in and on each Grantor's Patents, Trademarks, or Copyrights has been taken and such perfected Security Interest is enforceable as such as against any and all creditors of and purchasers from any Grantor (subject only to the security interest granted to Term Loan Agent to the extent permitted under the Split Lien Credit Agreement).  All action by any Grantor necessary to protect and perfect such security interest on each item of Collateral has been duly taken.

(j)

(i) Except for the Security Interest created hereby, each Grantor is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all 









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Liens other than Permitted Liens, of the Pledged Interests indicated on Schedule 5 as being owned by such Grantor and, when acquired by such Grantor, any Pledged Interests acquired after the Closing Date; (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and nonassessable (subject to the general assessability of shares of a ULC) and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of such Grantor identified on Schedule 5 as supplemented or modified by any Pledged Interests Addendum or any Joinder to this Agreement; (iii) such Grantor has the right and requisite authority to pledge, the Investment Property pledged by such Grantor to Agent as provided herein; (iv) all actions necessary or desirable to perfect and establish the priority (subject only to the Liens of Term Loan Agent to the extent permitted pursuant to the Split Lien Intercreditor Agreement) of, or otherwise protect, Agent's Liens in the Investment Property, and the proceeds thereof, have been duly taken, upon (A) the execution and delivery of this Agreement; (B) the taking of possession by Agent (or its agent or designee) of any certificates representing the Pledged Interests, together with undated powers (or other documents of transfer acceptable to Agent) endorsed in blank by the applicable Grantor; (C) the filing of financing statements in the applicable jurisdiction set forth on Schedule 11 for such Grantor with respect to the Pledged Interests of such Grantor that are not represented by certificates, and (D) with respect to any Securities Accounts, the delivery of Control Agreements with respect thereto; and (v) each Grantor has delivered to and deposited with Agent all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are represented by certificates, and undated powers (or other documents of transfer acceptable to Agent) endorsed in blank with respect to such certificates. None of the Pledged Interests owned or held by such Grantor has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject.

(k)

Except as described on Schedule 6(k), no consent, approval, authorization, or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person (other than the consents of directors which may be required in connection with the transfer of ULC Shares) is required (i) for the grant of a Security Interest by such Grantor in and to the Collateral pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by such Grantor, or (ii) for the exercise by Agent of the voting or other rights provided for in this Agreement with respect to the Investment Property or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition of Investment Property by laws affecting the offering and sale of securities generally and except for consents, approvals, authorizations, or other orders or actions that have been obtained or given (as applicable) and that are still in force.  Except as described on Schedule 6(k), no Intellectual Property License of any Grantor that is necessary in or material to the conduct of such Grantor's business requires any consent of any other Person that has not been obtained in order for such Grantor to grant the security interest granted hereunder in such Grantor's right, title or interest in or to such Intellectual Property License.

(l)

Schedule 12 sets forth all motor vehicles owned by Grantors as of the Closing Date, by model, model year, and vehicle identification number ("VIN").

(m)

Except as described on Schedule 6(m), there is no default, breach, violation, or event of acceleration existing under any promissory note (as defined in the Code) 









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constituting Collateral and pledged hereunder (each a "Pledged Note") and no event has occurred or circumstance exists which, with the passage of time or the giving of notice, or both, would constitute a default, breach, violation, or event of acceleration under any Pledged Note.  No Grantor that is an obligee under a Pledged Note has waived any default, breach, violation, or event of acceleration under such Pledged Note.

(n)

As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents and warrants that the Pledged Interests issued pursuant to such agreement (A) are not dealt in or traded on securities exchanges or in securities markets, (B) do not constitute investment company securities, and (C) are not held by such Grantor in a Securities Account.  In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction;





provided however, that in the case of any Grantor that is organized under the laws of Canada or a province or territory thereof, such Grantor represents and warrants that all interests in partnerships or limited liability companies are a "security" for the purposes of the STA (if applicable); provided however, that in the case of any Grantor that is organized under the laws of Canada or a province or territory thereof, such Grantor represents and warrants that all interests in partnerships or limited liability companies are a "security" for the purposes of the STA (if applicable)

..

7.

Covenants.  Each Grantor, jointly and severally, covenants and agrees with Agent that from and after the date of this Agreement and until the date of termination of this Agreement in accordance with Section 23:

(a)

Possession of Collateral.  In the event that any Collateral, including Proceeds, is evidenced by or consists of Negotiable Collateral, Investment Property, or Chattel Paper having an aggregate value or face amount of $250,000 or more for all such Negotiable Collateral, Investment Property, or Chattel Paper, the Grantors shall promptly (and in any event within five (5) Business Days after acquisition thereof), notify Agent thereof, and if and to the extent that perfection or priority of Agent's Security Interest is dependent on or enhanced by possession, the applicable Grantor, promptly (and in any event within five (5) Business Days) after request by Agent, shall execute such other documents and instruments as shall be requested by Agent or, if applicable, endorse and deliver physical possession of such Negotiable Collateral, Investment Property, or Chattel Paper to Agent, together with such undated powers (or other relevant document of transfer acceptable to Agent) endorsed in blank as shall be requested by Agent, and shall do such other acts or things deemed necessary or desirable by Agent to protect Agent's Security Interest therein;

(b)

Chattel Paper.

(i)

Promptly (and in any event within five (5) Business Days) after request by Agent, each Grantor shall take all steps reasonably necessary to grant Agent control of all electronic Chattel Paper in accordance with the Code and all "transferable records" as that term is defined in Section 16 of the Uniform Electronic Transaction Act and Section 201 of the federal Electronic Signatures in Global and National Commerce Act as in effect in any relevant 









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jurisdiction, to the extent that the aggregate value or face amount of such electronic Chattel Paper equals or exceeds $250,000;

(ii)

If any Grantor retains possession of any Chattel Paper or instruments (which retention of possession shall be subject to the extent permitted hereby and by the Credit Agreement), promptly upon the request of Agent, such Chattel Paper and instruments shall be marked with the following legend:  "This writing and the obligations evidenced or secured hereby are subject to the Security Interest of Wells Fargo Capital Finance, LLC, as Agent for the benefit of the Lender Group and the Bank Product Providers";

(c)

Control Agreements.

(i)

Except to the extent otherwise excused by Section 7(k)(iv), each Grantor shall obtain an authenticated Control Agreement (which may include a Controlled Account Agreement), from each bank maintaining a Deposit Account or Securities Account for such Grantor;

(ii)

Except to the extent otherwise excused by Section 7(k)(iv), each Grantor shall obtain an authenticated Control Agreement, from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for any Grantor, or maintaining a Securities Account for such Grantor; and

(iii)

Except to the extent otherwise excused by Section 7(k)(iv), each Grantor shall obtain an authenticated Control Agreement with respect to all of such Grantor's investment property;

(d)

Letter-of-Credit Rights.  If the Grantors (or any of them) are or become the beneficiary of letters of credit having a face amount or value of $250,000 or more in the aggregate, then the applicable Grantor or Grantors shall promptly (and in any event within five (5) Business Days after becoming a beneficiary), notify Co-Collateral Agents thereof and, promptly (and in any event within five (5) Business Days) after request by either Co-Collateral Agent, enter into a tri-party agreement with Agent and the issuer or confirming bank with respect to letter-of-credit rights assigning such letter-of-credit rights to Agent and directing all payments thereunder to Agent's Account, all in form and substance reasonably satisfactory to Co-Collateral Agents;

(e)

Commercial Tort Claims.  If the Grantors (or any of them) obtain Commercial Tort Claims having a value, or involving an asserted claim, in the amount of $250,000 or more in the aggregate for all Commercial Tort Claims, then the  applicable Grantor or Grantors shall promptly (and in any event within five (5) Business Days of obtaining such Commercial Tort Claim), notify Agent upon incurring or otherwise obtaining such Commercial Tort Claims and, promptly (and in any event within five (5) Business Days) after request by Agent, amend Schedule 1 to describe such Commercial Tort Claims in a manner that reasonably identifies such Commercial Tort Claims and which is otherwise reasonably satisfactory to Agent, and hereby authorizes the filing of additional financing statements or amendments to existing financing statements describing such Commercial Tort Claims, and agrees to do such other acts 









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or things deemed necessary or desirable by Agent to give Agent a first priority, perfected security interest in any such Commercial Tort Claim;

(f)

Government Contracts.  Other than Accounts and Chattel Paper that either (a) have an aggregate value of which does not at any one time exceed $500,000 or (b) which are based upon purchase orders which are fully satisfied within sixty (60) days of acceptance of the same by any Grantor, if any Account or Chattel Paper arises out of a contract or contracts with the United States of America or Canada or any department, agency, or instrumentality thereof, Grantors shall promptly (and in any event within five (5) Business Days of the creation thereof) notify Co-Collateral Agents thereof and, promptly (and in any event within five (5) Business Days) after request by either Co-Collateral Agent, execute any instruments or take any steps reasonably required by either Co-Collateral Agent in order that all moneys due or to become due under such contract or contracts shall be assigned to Agent, for the benefit of the Lender Group and the Bank Product Providers, and shall provide written notice thereof under the Assignment of Claims Act or other applicable law;

(g)

Intellectual Property.

(i)

Upon the request of Agent, in order to facilitate filings with the PTO and the United States Copyright Office, each Grantor shall execute and deliver to Agent one or more Copyright Security Agreements, Trademark Security Agreements, or Patent Security Agreements to further evidence Agent's Lien on such Grantor's Patents, Trademarks, or Copyrights, and the General Intangibles of such Grantor relating thereto or represented thereby;

(ii)

Each Grantor shall have the duty, with respect to Intellectual Property that is individually necessary in or material to the conduct of such Grantor's business, to protect and diligently enforce and defend at such Grantor's expense its Intellectual Property, including (A) to diligently enforce and defend, including promptly suing for infringement, misappropriation, or dilution and to recover any and all damages for such infringement, misappropriation, or dilution, and filing for opposition, interference, and cancellation against conflicting Intellectual Property rights of any Person, (B) to prosecute diligently any trademark application or service mark application that is part of the Trademarks pending as of the date hereof or hereafter until the termination of this Agreement, (C) to prosecute diligently any patent application that is part of the Patents pending as of the date hereof or hereafter until the termination of this Agreement, (D) to take all reasonable and necessary action to preserve and maintain all of such Grantor's Trademarks, Patents, Copyrights, Intellectual Property Licenses, and its rights therein, including paying all maintenance fees and filing of applications for renewal, affidavits of use, and affidavits of noncontestability, and (E) to require all employees, consultants, and contractors of each Grantor who were involved in the creation or development of such Intellectual Property to sign agreements containing assignment of Intellectual Property rights and obligations of confidentiality.  Each Grantor further agrees not to abandon any Intellectual Property or Intellectual Property License that is necessary in or material to the conduct of such Grantor's business.  Each Grantor hereby agrees to take the steps described in this Section 7(g)(ii) with respect to all new or acquired Intellectual Property to which it or any of its Subsidiaries is now or later becomes entitled that is necessary in or material to the conduct of such Grantor's business;









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(iii)

Grantors acknowledge and agree that the Lender Group shall have no duties with respect to any Intellectual Property or Intellectual Property Licenses of any Grantor.  Without limiting the generality of this Section 7(g)(iii), Grantors acknowledge and agree that no member of the Lender Group shall be under any obligation to take any steps necessary to preserve rights in the Collateral consisting of Intellectual Property or Intellectual Property Licenses against any other Person, but any member of the Lender Group may do so at its option from and after the occurrence and during the continuance of an Event of Default, and all expenses incurred in connection therewith (including reasonable fees and expenses of attorneys and other professionals) shall be for the sole account of Borrowers and shall be chargeable to the Loan Account;

(iv)

[Reserved.]

(v)

No later than the last date of each fiscal quarter of Grantor (or, if an Event of Default has occurred and is continuing, more frequently if requested by Agent), each Grantor shall provide Agent with a written report of all new Patents, Trademarks or Copyrights that are registered or the subject of pending applications for registrations, and of all Intellectual Property Licenses that are material to the conduct of such Grantor's business, in each case, which were acquired, registered, or for which applications for registration were filed by any Grantor during the prior period.  In the case of such registrations or applications therefor, which were acquired or otherwise owned by any Grantor, each such Grantor shall file the necessary documents with the appropriate Governmental Authority identifying the applicable Grantor as the owner (or as a co-owner thereof, if such is the case) of such Intellectual Property.  In each of the foregoing cases, the applicable Grantor shall promptly cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such Patent, Trademark and Copyright registrations and applications therefor  and Intellectual Property Licenses as being subject to the security interests created thereunder;

(vi)

Anything to the contrary in this Agreement notwithstanding, in no event shall any Grantor, either itself or through any agent, employee, licensee, or designee, file an application for the registration of any Copyright with the United States Copyright Office or any similar office or agency in another country without complying with Section 7(g)(i). Upon receipt from the United States Copyright Office of notice of registration of any Copyright, each Grantor shall promptly (but in no event later than the end of the calendar month following such receipt) notify (but without duplication of any notice required by Section 7(g)(v)) Agent of such registration by delivering, or causing to be delivered, to Agent, documentation sufficient for Agent to perfect Agent's Liens on such Copyright.  If any Grantor acquires from any Person any Copyright registered with the United States Copyright Office or an application to register any Copyright with the United States Copyright Office, such Grantor shall promptly (but in no event later than the end of the calendar month following such acquisition) notify Agent of such acquisition and deliver, or cause to be delivered, to Agent, documentation sufficient for Agent to perfect Agent's Liens on such Copyright.  In the case of such Copyright registrations or applications therefor which were acquired by any Grantor, each such Grantor shall promptly (but in no event later than the end of the calendar month following such acquisition) file the necessary documents with the appropriate Governmental Authority identifying the applicable Grantor as the owner (or as a co-owner thereof, if such is the case) of such Copyrights;









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(vii)

Each Grantor shall take reasonable steps to maintain the confidentiality of, and otherwise protect and enforce its rights in, the Intellectual Property that is necessary in or material to the conduct of such Grantor's business, including, as applicable (A) protecting the secrecy and confidentiality of its confidential information and trade secrets by having and enforcing a policy requiring all current employees, consultants, licensees, vendors and contractors with access to such information to execute appropriate confidentiality agreements; (B) taking actions reasonably necessary to ensure that no trade secret falls into the public domain; and (C) protecting the secrecy and confidentiality of the source code of all software programs and applications of which it is the owner or licensee by having and enforcing a policy requiring any licensees (or sublicensees) of such source code to enter into license agreements with commercially reasonable use and non-disclosure restrictions; and

(viii)

After the Closing Date, no Grantor shall enter into any Intellectual Property License material to the conduct of the business to receive any license or rights in any Intellectual Property of any other Person unless such Grantor has used commercially reasonable efforts to permit the assignment of or grant of a security interest in such Intellectual Property License (and all rights of Grantor thereunder) to Agent (and any transferees of Agent).

(h)

Investment Property.

(i)

If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests (notwithstanding the foregoing or any other provision of this Section 7(h) the limitations regarding the pledging of equity interests of CFCs as described in the Credit Agreement shall be in full force and effect);

(ii)

Except with respect to ULC Shares, upon the occurrence and during the continuance of an Event of Default, following the request of either Co-Collateral Agent, all sums of money and property paid or distributed in respect of the Investment Property that are received by any Grantor shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor's other property, and such Grantor shall deliver it forthwith to Agent in the exact form received;

(iii)

Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;

(iv)

No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests if the same is prohibited pursuant to the Loan Documents;

(v)

Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, provincial, local, or foreign law to effect the perfection of the Security Interest on the Investment Property or to effect any sale or transfer thereof;









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(vi)

As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. As of the Closing Date, each limited liability company agreement governing the Pledged Interests shall expressly provide that such Pledged Interests are securities governed by Article 8 of the UCC;

 provided however, in connection with any Grantor organized under the laws of Canada or a province or territory thereof, such Grantor covenants that all interest in partnerships and limited liability companies shall be a “security” for the purposes of the STA (if applicable)

..

(i)

Real Property; Fixtures.  Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $250,000 it will promptly (and in any event within two (2) Business Days of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a second priority Mortgage (subject only to the first priority Mortgage granted in favor of the Term Loan Agent to the extent permitted under the Split Lien Intercreditor Agreement) on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys' fees and expenses) incurred in connection therewith.  Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

(j)

Transfers and Other Liens.  Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens.  The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent's consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents;

(k)

Controlled Accounts; Controlled Investments.

(i)

Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Co-Collateral Agents at one or more of the banks set forth on Schedule 11 (each a "Controlled Account Bank"), and shall take reasonable steps to ensure that all of its and its Subsidiaries' Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a "Controlled Account") at one of the Controlled Account Banks.









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(ii)

Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Co-Collateral Agents.  Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C)  upon the instruction of Agent (an "Activation Instruction"), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent's Account.  Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued.  Agent shall issue an Activation Instruction for the Controlled Accounts subject to Controlled Account Agreements promptly (but not more than five (5) Business Days) after receiving written notice from Borrowers or having actual knowledge of the occurrence and continuance of a Triggering Event and Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the "Rescission") if:  (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission.

(iii)

So long as no Default or Event of Default has occurred and is continuing, Borrowers may amend Schedule 11 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 11; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Co-Collateral Agents, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Co-Collateral Agents a Controlled Account Agreement.  Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent's liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Co-Collateral Agents' reasonable judgment.

(iv)

Other than (i) an aggregate amount of not more than $100,000 at any one time, in the case of Grantors and their Subsidiaries (other than those Subsidiaries that are CFCs), (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor's or its Subsidiaries' employees, and (iii) an aggregate amount of not more than $100,000 (calculated at current exchange rates) at any one time, in the case of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the 









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applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent's Liens in such Permitted Investments.

(l)

Name, Etc.  No Grantor will, nor will any Grantor permit any of its Subsidiaries to, change its name, adopt a French or combined name, organizational identification number, jurisdiction of organization or organizational identity; provided, that Grantor or any of its Subsidiaries may change its name upon at least 30 days prior written notice to Agent of such change.

(m)

Motor Vehicles.  Promptly (and in any event within five (5) Business Days) after request by Agent, with respect to all goods covered by a certificate of title owned by any Grantor, such Grantor shall deliver to Agent or Agent's designee, the certificates of title for all such goods and promptly (and in any event within five (5) Business Days) after request by Agent, such Grantor shall take all actions necessary to cause such certificates to be filed (with the Agent's Lien noted thereon) in the appropriate state motor vehicle filing office.

(n)

Pledged Notes.   Grantors (i) without the prior written consent of Agent, will not (A) waive or release any obligation of any Person that is obligated under any of the Pledged Notes, (B) take or omit to take any action or knowingly suffer or permit any action to be omitted or taken, the taking or omission of which would result in any right of offset against sums payable under the Pledged Notes, or (C) other than Permitted Dispositions, assign or surrender their rights and interests under any of the Pledged Notes or terminate, cancel, modify, change, supplement or amend the Pledged Notes, and (ii) shall provide to Agent copies of all material written notices (including notices of default) given or received with respect to the Pledged Notes promptly after giving or receiving such notice.

8.

Relation to Other Security Documents.  The provisions of this Agreement shall be read and construed with the other Loan Documents referred to below in the manner so indicated.

(a)

Credit Agreement. In the event of any conflict between any provision in this Agreement and a provision in the Credit Agreement, such provision of the Credit Agreement shall control.

(b)

Patent, Trademark, Copyright Security Agreements.  The provisions of the Copyright Security Agreements, Trademark Security Agreements, and Patent Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the Copyright Security Agreements, Trademark Security Agreements, or the Patent Security Agreements shall limit any of the rights or remedies of Agent hereunder.  In the event of any conflict between any provision in this Agreement and a provision in a Copyright Security Agreement, Trademark Security Agreement or Patent Security Agreement, such provision of this Agreement shall control.

9.

Further Assurances.

(a)

Each Grantor agrees that from time to time, at its own expense, such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that Agent may reasonably request, in order to perfect and protect the Security 









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Interest granted hereby, to create, perfect or protect the Security Interest purported to be granted hereby or to enable Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral.

(b)

Each Grantor authorizes the filing by Agent of financing or continuation statements, or amendments thereto, and such Grantor will execute and deliver to Agent such other instruments or notices, as Agent may reasonably request, in order to perfect and preserve the Security Interest granted or purported to be granted hereby. Each Grantor hereby waives, to the greatest extent permitted under applicable law, notice or receipt of copies of any such statements or amendments or any verification statements in respect thereof.

(c)

Each Grantor authorizes Agent at any time and from time to time to file, transmit, or communicate, as applicable, financing statements and amendments (i) describing the Collateral as "all personal property of debtor", "all personal and after-acquired personal property of debtor" or "all assets of debtor" or words of similar effect, (ii) describing the Collateral as being of equal or lesser scope or with greater detail, or (iii) that contain any information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance.  Each Grantor also hereby ratifies any and all financing statements or amendments previously filed by Agent in any jurisdiction.

(d)

Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed in connection with this Agreement without the prior written consent of Agent, subject to such Grantor's rights under Section 9-509(d)(2) of the Code.

10.

Agent's Right to Perform Contracts, Exercise Rights, etc.  Upon the occurrence and during the continuance of an Event of Default, Agent (or its designee), subject to the terms of then existing leases, contracts and other agreements, (a) may proceed to perform any and all of the obligations of any Grantor contained in any contract, lease, or other agreement and exercise any and all rights of any Grantor therein contained as fully as such Grantor itself could, (b) shall have the right to use any Grantor's rights under Intellectual Property Licenses in connection with the enforcement of Agent's rights hereunder, including the right to prepare for sale and sell any and all Inventory and Equipment now or hereafter owned by any Grantor and now or hereafter covered by such licenses, and (c) except with respect to ULC Shares, shall have the right to request that any Equity Interests that are pledged hereunder be registered in the name of Agent or any of its nominees.

11.

Agent Appointed Attorney-in-Fact.  Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, subject to the terms of then existing leases, contracts and other agreements, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

(a)

to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;









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(b)

to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;

(c)

to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;

(d)

to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;

(e)

to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;

(f)

to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and

(g)

Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement.

To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.  This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.

12.

Agent May Perform.  If any Grantor fails to perform any agreement contained herein, Agent may itself perform, or cause performance of, such agreement, and the reasonable expenses of Agent incurred in connection therewith shall be payable, jointly and severally, by Grantors.

13.

Agent's Duties.  The powers conferred on Agent hereunder are solely to protect Agent's interest in the Collateral, for the benefit of the Lender Group and the Bank Product Providers, and shall not impose any duty upon Agent to exercise any such powers.  Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.  Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property.

14.

Collection of Accounts, General Intangibles and Negotiable Collateral.  At any time upon the occurrence and during the continuance of an Event of Default, Agent or Agent's designee may (a) notify Account Debtors of any Grantor that the Accounts, General Intangibles, 









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Chattel Paper or Negotiable Collateral of such Grantor have been assigned to Agent, for the benefit of the Lender Group and the Bank Product Providers, or that Agent has a security interest therein, and (b) collect the Accounts, General Intangibles and Negotiable Collateral of any Grantor directly, and any collection costs and expenses shall constitute part of such Grantor's Secured Obligations under the Loan Documents.

15.

Disposition of Pledged Interests by Agent.  None of the Pledged Interests existing as of the date of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or qualified under the various federal or state securities laws of the United States and disposition thereof after an Event of Default may be restricted to one or more private (instead of public) sales in view of the lack of such registration.  Each Grantor understands that in connection with such disposition, Agent may approach only a restricted number of potential purchasers and further understands that a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal and state securities laws and sold on the open market.  Each Grantor, therefore, agrees that:  (a) if Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, Agent shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest or any portion thereof for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Agent has handled the disposition in a commercially reasonable manner. For greater certainty, the foregoing provision shall apply to ULC Shares only after a realization and re-registration contemplated by Section 5 and Section 16(c) hereof.

16.

Voting and Other Rights in Respect of Pledged Interests.

(a)

Except with respect to the ULC Shares, upon the occurrence and during the continuation of an Event of Default, (i) Agent may, at its option, and without prior notice to any Grantor, and in addition to all rights and remedies available to Agent under any other agreement, at law, in equity, or otherwise, exercise all voting rights, or any other ownership or consensual rights (including any dividend or distribution rights) in respect of the Pledged Interests owned by such Grantor, but under no circumstances is Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if Agent duly exercises its right to vote any of such Pledged Interests, each Grantor hereby appoints Agent, such Grantor's true and lawful ATTORNEY-IN-FACT and IRREVOCABLE PROXY to vote such Pledged Interests in any manner Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be.  The power-of-attorney and proxy granted hereby is coupled with an interest and shall be irrevocable until the Secured Obligations have been paid in full.

(b)

For so long as any Grantor shall have the right to vote the Pledged Interests owned by it, such Grantor covenants and agrees that it will not, without the prior written consent of Agent, vote or take any consensual action with respect to such Pledged Interests which would (i) materially adversely affect the rights of Agent, the other members of the Lender Group, or the Bank Product Providers, or (ii) materially adversely affect the value of the Pledged Interests.









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(c)



Each Grantor acknowledges that certain of the Collateral of such Grantor may now or in the future consist of ULC Shares, and that it is the intention of Agent and each Grantor that neither Agent nor any member of the Lender Group or the Bank Product Providers should under any circumstances prior to realization thereon be held to be a "member" or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws.  Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other Loan Document, where a Grantor is the registered and beneficial owner of ULC Shares which are Collateral of such Grantor, such Grantor will remain the sole registered and beneficial owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the Agent, any other member of the Lender Group or the Bank Product Providers, or any other Person on the books and records of the applicable ULC.  Accordingly, each Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of any certificates representing the Pledged Interests of such Grantor, which shall be delivered to Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as such Grantor would if such ULC Shares were not pledged to Agent pursuant hereto.  Nothing in this Agreement, the Credit Agreement or any other Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other Loan Document shall, constitute Agent, any member of the Lender Group or the Bank Product Providers, or any other Person other than the applicable Grantor, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such Grantor and further steps are taken pursuant hereto or thereto so as to register the Agent, any member of the Lender Group or the Bank Product Providers, or such other Person, as specified in such notice, as the holder of the ULC Shares.  To the extent any provision hereof or the Credit Agreement or any other Loan Document would have the effect of constituting Agent or member of the Lender Group or the Bank Product Providers, as applicable, a member or shareholder of any ULC prior to such time, such provision shall be severed herefrom or therefrom and shall be ineffective with respect to ULC Shares which are Collateral of any Grantor without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral of any Grantor which is not ULC Shares.  Except upon the exercise of rights of Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement, the Credit Agreement or the other Loan Documents, each Grantor shall not cause or permit, or enable a Pledged Company that is a ULC to cause or permit, Agent or member of the Lender Group or the Bank Product Providers to: (a) be registered as a shareholder or member of such Pledged Company; (b) have any notation entered in their favour in the share register of such Pledged Company; (c) be held out as shareholders or members of such Pledged Company; (d) receive, directly or indirectly, any dividends, property or other distributions from such Pledged Company by reason of Agent holding the Security Interests over the ULC Shares; or (e) act as a shareholder or member of such Pledged Company, or exercise any rights of a shareholder or member including the right to attend a meeting of shareholders or members of such Pledged Company or to vote its ULC Shares.











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17.

Remedies.  Upon the occurrence and during the continuance of an Event of Default (provided that the exercise of any such right in the case of ULC Shares is subject to the limitations of Section 16(c) above):

(a)

Agent may, and, at the instruction of the Required Lenders, shall exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the Code or any other applicable law.  Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), may take immediate possession of all or any portion of the Collateral and (i) require Grantors to, and each Grantor hereby agrees that it will at its own expense and upon request of Agent forthwith, assemble all or part of the Collateral as directed by Agent and make it available to Agent at one or more locations where such Grantor regularly maintains Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Agent's offices or elsewhere, for cash, on credit, and upon such other terms as Agent may deem commercially reasonable.  Each Grantor agrees that, to the extent notification of sale shall be required by law, at least ten (10) days notification by mail to the applicable Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notification shall constitute a reasonable "authenticated notification of disposition" within the meaning of Section 9-611 of the Code.  Agent shall not be obligated to make any sale of Collateral regardless of notification of sale having been given.  Agent may adjourn any public sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  Each Grantor agrees that (A) the internet shall constitute a "place" for purposes of Section 9-610(b) of the Code and (B) to the extent notification of sale shall be required by law, notification by mail of the URL where a sale will occur and the time when a sale will commence at least ten (10) days prior to the sale shall constitute a reasonable notification for purposes of Section 9-611(b) of the Code.  Each Grantor agrees that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and a Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the Code.

(b)

Subject to the terms of the existing applicable agreements and contracts, Agent is hereby granted a license or other right to use, without liability for royalties or any other charge, each Grantor's Intellectual Property, including but not limited to, any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, and advertising matter, whether owned by any Grantor or with respect to which any Grantor has rights under license, sublicense, or other agreements (including any Intellectual Property License), as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor's rights under all licenses and all franchise agreements shall inure to the benefit of Agent.









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(c)

Agent may, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it under applicable law and without the requirement of notice to or upon any Grantor or any other Person (which notice is hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), (i) with respect to any Grantor's Deposit Accounts in which Agent's Liens are perfected by control under Section 9-104 of the Code or in Canada by registering a financing statement, instruct the bank maintaining such Deposit Account for the applicable Grantor to pay the balance of such Deposit Account to or for the benefit of Agent, and (ii) with respect to any Grantor's Securities Accounts in which Agent's Liens are perfected by control under Section 9-106 of the Code, instruct the securities intermediary maintaining such Securities Account for the applicable Grantor to (A) transfer any cash in such Securities Account to or for the benefit of Agent, or (B) liquidate any financial assets in such Securities Account that are customarily sold on a recognized market and transfer the cash proceeds thereof to or for the benefit of Agent.

(d)

Any cash held by Agent as Collateral and all cash proceeds received by Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral shall be applied against the Secured Obligations in the order set forth in the Credit Agreement.   In the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.

(e)

Each Grantor hereby acknowledges that the Secured Obligations arise out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing Agent shall have the right to an immediate writ of possession without notice of a hearing.  Agent shall have the right to the appointment of a receiver, receiver-manager, manager or receiver and manager (each a "Receiver") for the properties and assets of each Grantor, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantor may have thereto or the right to have a bond or other security posted by Agent.

To the extent permitted by applicable law, any Receiver appointed by Agent shall (for purposes relating to responsibility for the Receiver’s acts or omissions) be considered to be the agent of such Grantor.  Agent may from time to time fix the Receiver’s remuneration and such Grantor shall pay the amount of such remuneration to Agent.  Agent shall not be liable to any Grantor or any other person in connection with appointing or not appointing a Receiver or in connection with the Receiver’s actions or omissions.



18.

Remedies Cumulative.  Each right, power, and remedy of Agent, any other member of the Lender Group, or any Bank Product Provider as provided for in this Agreement, the other Loan Documents or any Bank Product Agreement now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement, the other Loan Documents and the Bank Product Agreements or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Agent, any other member of the Lender Group, or any Bank Product Provider, of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by Agent, such other member of the Lender Group or such Bank Product Provider of any or all such other rights, powers, or remedies.

19.

Marshaling. Agent  shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of 









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payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising.  To the extent that it lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of Agent's rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.

20.

Indemnity and Expenses.

(a)

Each Grantor agrees to indemnify Agent and the other members of the Lender Group from and against all claims, lawsuits and liabilities (including reasonable attorneys' fees) growing out of or resulting from this Agreement (including enforcement of this Agreement) or any other Loan Document to which such Grantor is a party, except claims, losses or liabilities resulting from the gross negligence or willful misconduct of the party seeking indemnification as determined by a final non-appealable order of a court of competent jurisdiction.  This provision shall survive the termination of this Agreement and the Credit Agreement and the repayment of the Secured Obligations.

(b)

Grantors, jointly and severally, shall, upon demand, pay to Agent (or Agent, may charge to the Loan Account) all the Lender Group Expenses which Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or, upon an Event of Default, the sale of, collection from, or other realization upon, any of the Collateral in accordance with this Agreement and the other Loan Documents, (iii) the exercise or enforcement of any of the rights of Agent hereunder or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.

21.

Merger, Amendments; Etc.  THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.  No waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.  No amendment of any provision of this Agreement shall be effective unless the same shall be in writing and signed by Agent and each Grantor to which such amendment applies.

22.

Addresses for Notices.  All notices and other communications provided for hereunder shall be given in the form and manner and delivered to Agent at its address specified in the Credit Agreement, and to any of the Grantors at their respective addresses specified in the Credit Agreement or Guaranty, as applicable, or, as to any party, at such other address as shall be designated by such party in a written notice to the other party.









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23.

Continuing Security Interest: Assignments under Credit Agreement.

(a)

This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the Obligations have been paid in full in accordance with the provisions of the Credit Agreement and the Commitments have expired or have been terminated, (ii) be binding upon each Grantor, and their respective successors and assigns, and (iii) inure to the benefit of, and be enforceable by, Agent, and its successors, transferees and assigns.  Without limiting the generality of the foregoing clause (iii), any Lender may, in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise.  Upon payment in full of the Secured Obligations in accordance with the provisions of the Credit Agreement and the expiration or termination of the Commitments, the Guaranty made and the Security Interest granted hereby shall terminate and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto.  At such time, upon Administrative Borrower's request, Agent will authorize the filing of appropriate termination statements to terminate such Security Interest.  No transfer or renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Agent nor any additional Revolving Loans or other loans made by any Lender to Borrowers, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of the Lender Group or the Bank Product Providers, or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement.  Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein set forth.  A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other occasion.

(b)

Each Grantor agrees that, if any payment made by any Grantor or other Person and applied to the Secured Obligations is at any time annulled, avoided, set, aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by Agent or any other member of the Lender Group to such Grantor, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, (i) any Lien or other Collateral securing such Grantor's liability hereunder shall have been released or terminated by virtue of the foregoing clause (a), or (ii) any provision of the Guaranty hereunder shall have been terminated, cancelled or surrendered, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment.









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24.

Survival.  All representations and warranties made by the Grantors in this Agreement and in the certificates or other instru­ments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent, Issuing Lender, or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any loan or any fee or any other amount payable under the Credit Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.

25.

CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION.

(a)

THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(b)

THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  EACH GRANTOR AND AGENT WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 25(b).

(c)

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH GRANTOR AND AGENT HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A "CLAIM").  EACH GRANTOR AND AGENT REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.









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(d)

EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS  LOCATED IN THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY GRANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(e)

NO CLAIM MAY BE MADE BY ANY GRANTOR AGAINST THE AGENT, ANY CO-COLLATERAL AGENT, THE SWING LENDER, ANY OTHER LENDER, ISSUING LENDER, OR THE UNDERLYING ISSUER, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION HEREWITH, AND EACH GRANTOR HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

(f)

IN THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE "COURT") BY OR AGAINST ANY PARTY HERETO IN CONNECTION WITH ANY CLAIM AND THE WAIVER SET FORTH IN SECTION 25(c) ABOVE IS NOT ENFORCEABLE IN SUCH PROCEEDING, THE PARTIES HERETO AGREE AS FOLLOWS:

(i)

WITH THE EXCEPTION OF THE MATTERS SPECIFIED IN SUBCLAUSE (ii) BELOW, ANY CLAIM SHALL BE DETERMINED BY A GENERAL REFERENCE PROCEEDING IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1.  THE PARTIES INTEND THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE.  VENUE FOR THE REFERENCE PROCEEDING SHALL BE IN THE COUNTY OF LOS ANGELES, CALIFORNIA.

(ii)

THE FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS IN REAL OR PERSONAL PROPERTY, (B) EXERCISE OF SELF-HELP REMEDIES (INCLUDING SET-OFF OR RECOUPMENT), (C) APPOINTMENT OF A RECEIVER, AND (D) TEMPORARY, PROVISIONAL, OR ANCILLARY REMEDIES (INCLUDING WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAINING ORDERS, OR PRELIMINARY INJUNCTIONS).  THIS AGREEMENT DOES NOT LIMIT THE RIGHT OF ANY PARTY TO EXERCISE OR OPPOSE ANY OF 









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THE RIGHTS AND REMEDIES DESCRIBED IN CLAUSES (A) - (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT OF ANY PARTY TO PARTICIPATE IN A REFERENCE PROCEEDING PURSUANT TO THIS AGREEMENT WITH RESPECT TO ANY OTHER MATTER.

(iii)

UPON THE WRITTEN REQUEST OF ANY PARTY, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE.  IF THE PARTIES DO NOT AGREE UPON A REFEREE WITHIN 10 DAYS OF SUCH WRITTEN REQUEST, THEN, ANY PARTY SHALL HAVE THE RIGHT TO REQUEST THE COURT TO APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(B).  THE REFEREE SHALL BE APPOINTED TO SIT WITH ALL OF THE POWERS PROVIDED BY LAW.  PENDING APPOINTMENT OF THE REFEREE, THE COURT SHALL HAVE THE POWER TO ISSUE TEMPORARY OR PROVISIONAL REMEDIES.

(iv)

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE REFEREE SHALL DETERMINE THE MANNER IN WHICH THE REFERENCE PROCEEDING IS CONDUCTED INCLUDING THE TIME AND PLACE OF HEARINGS, THE ORDER OF PRESENTATION OF EVIDENCE, AND ALL OTHER QUESTIONS THAT ARISE WITH RESPECT TO THE COURSE OF THE REFERENCE PROCEEDING.  ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL BE CONDUCTED WITHOUT A COURT REPORTER, EXCEPT WHEN ANY PARTY SO REQUESTS A COURT REPORTER AND A TRANSCRIPT IS ORDERED, A COURT REPORTER SHALL BE USED AND THE REFEREE SHALL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT.  THE PARTY MAKING SUCH REQUEST SHALL HAVE THE OBLIGATION TO ARRANGE FOR AND PAY THE COSTS OF THE COURT REPORTER, PROVIDED THAT SUCH COSTS, ALONG WITH THE REFEREE'S FEES, SHALL ULTIMATELY BE BORNE BY THE PARTY WHO DOES NOT PREVAIL, AS DETERMINED BY THE REFEREE.

(v)

THE REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES.  THE PARTIES HERETO SHALL BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND SHALL ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA.

(vi)

THE REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL ISSUES IN ACCORDANCE WITH CALIFORNIA SUBSTANTIVE AND PROCEDURAL LAW.  THE REFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZED IN A TRIAL, INCLUDING MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY JUDGMENT.  THE REFEREE SHALL REPORT HIS OR HER DECISION, WHICH REPORT SHALL ALSO INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW.  THE REFEREE SHALL ISSUE A DECISION AND PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 644, THE REFEREE'S DECISION SHALL BE ENTERED BY THE COURT AS A JUDGMENT IN THE SAME 









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MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT.  THE FINAL JUDGMENT OR ORDER FROM ANY APPEALABLE DECISION OR ORDER ENTERED BY THE REFEREE SHALL BE FULLY APPEALABLE AS IF IT HAS BEEN ENTERED BY THE COURT.

(vii)

THE PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED BY A REFEREE AND NOT BY A JURY.  AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY HERETO KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION SHALL APPLY TO ANY DISPUTE BETWEEN THEM THAT ARISES OUT OF OR IS RELATED TO THIS AGREEMENT.

26.

New Subsidiaries.  Pursuant to Section 5.11 of the Credit Agreement, certain Subsidiaries (whether by acquisition or creation) of any Grantor are required to enter into this Agreement by executing and delivering in favor of Agent a Joinder to this Agreement in substantially the form of Annex 1.  Upon the execution and delivery of Annex 1 by any such new Subsidiary, such Subsidiary shall become a Guarantor and Grantor hereunder with the same force and effect as if originally named as a Guarantor and Grantor herein.  The execution and delivery of any instrument adding an additional Guarantor or Grantor as a party to this Agreement shall not require the consent of any Guarantor or Grantor hereunder.  The rights and obligations of each Guarantor and Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor or Grantor hereunder.

27.

Agent.  Each reference herein to any right granted to, benefit conferred upon or power exercisable by the "Agent" shall be a reference to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers.

28.

Miscellaneous.

(a)

This Agreement is a Loan Document.  This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.  Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.  Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.  The foregoing shall apply to each other Loan Document mutatis mutandis.

(b)

Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.  Each provision of this Agreement shall be severable from 









-42-




every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

(c)

Headings and numbers have been set forth herein for convenience only.  Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

(d)

Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against any member of the Lender Group or any Grantor, whether under any rule of construction or otherwise.  This Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

(e)



Each Grantor:



(i)



acknowledges receipt of a true copy of this Agreement; and



(ii)



acknowledges receipt of a copy of all financing statements registered under the Code evidencing the Security Interests.



29.

Split Lien Intercreditor Agreement.

(a)

Notwithstanding anything herein to the contrary, in the event of any conflict between any provision in this Agreement and any provision in the Split Lien Intercreditor Agreement, such provision in the Split Lien Intercreditor Agreement shall control.

(b)

Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, any obligation of any Grantor hereunder with respect to the delivery or control of any Collateral that constitutes Split Lien Collateral shall be deemed to be satisfied if such Grantor delivers or provides control of such Split Lien Collateral to the Term Loan Agent in accordance with the requirements of the corresponding provision of the applicable Split Lien Document.



30.





Canadian Interpretation



.. Where the context so requires (i) all terms defined in this Agreement by reference to the “Code” or the “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other laws (including, without limitation, the PPSA, the STA, the



Bills of Exchange Act



 (Canada) and the



Depository Bills and Notes Act



 (Canada)), in all cases for the extension, preservation or betterment of the security and rights of Agent, (ii) all references in this Agreement to “Article 8 of the Code” or “Article 8 of the Uniform Commercial Code” shall be deemed to refer also to applicable Canadian securities transfer laws (including, without limitation, the STA), (iii) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security laws, (iv) all references to federal or state securities law of the United States shall be deemed to refer also to analogous federal and provincial securities laws in Canada; (v) all references to the United States of America, or to any subdivision, department or agency or instrumentality thereof shall be deemed to refer also to Canada, or to any subdivision, department, agency or instrumentality thereof; (vi)











-43-






all reference in the Agreement to the United States Copyright Office or the United States Patent and Trademark Office shall be deemed to refer also to the Canadian Intellectual Property Office; and (vii) all references to “Insolvency Proceeding” shall be deemed to refer also to any insolvency proceeding occurring in Canada or under Canadian law.

 




[signature pages follow]












-44-










IN WITNESS WHEREOF, the undersigned parties hereto have caused this Agreement to be executed and delivered as of the day and year first above written.




GRANTORS:




SCHOOL SPECIALTY, INC.




By:

/s/ David N. Vander Ploeg

Name:

  David N. Vander Ploeg

Title:

   Chief Financial Officer







CLASSROOMDIRECT.COM, LLC




By:

/s/ David N. Vander Ploeg

Name:

   David N. Vander Ploeg

Title:

   Treasurer







SPORTIME, LLC




By:

/s/ David N. Vander Ploeg

Name:

   David N. Vander Ploeg

Title:

   Treasurer







DELTA EDUCATION, LLC




By:

/s/ David N. Vander Ploeg

Name:

   David N. Vander Ploeg

Title:

   Treasurer







PREMIER AGENDAS, INC.




By:

/s/ David N. Vander Ploeg

Name:

   David N. Vander Ploeg

Title:

   Treasurer










[SIGNATURE PAGE TO SECURITY AGREEMENT]






3










CHILDCRAFT EDUCATION CORP.




By:

/s/ David N. Vander Ploeg

Name:

   David N. Vander Ploeg

Title:

   Treasurer







BIRD-IN-HAND WOODWORKS, INC.




By:

/s/ David N. Vander Ploeg

Name:

   David N. Vander Ploeg

Title:

   Treasurer







CALIFONE INTERNATIONAL, INC.




By:

/s/ David N. Vander Ploeg

Name:

   David N. Vander Ploeg

Title:

   Treasurer







FREY SCIENTIFIC, INC.




By:

/s/ David N. Vander Ploeg

Name:

   David N. Vander Ploeg

Title:

   Treasurer







SAX ARTS & CRAFTS, INC.




By:

/s/ David N. Vander Ploeg

Name:

   David N. Vander Ploeg

Title:

   Treasurer







SELECT AGENDAS, CORP.




By:

/s/ David N. Vander Ploeg

Name:

   David N. Vander Ploeg

Title:

   Treasurer













[SIGNATURE PAGE TO SECURITY AGREEMENT]


















AGENT:




WELLS FARGO CAPITAL FINANCE, LLC, a 

Delaware limited liability company




By:

/s/ Chris Heckman

Name:

   Chris Heckman

Title:

   Vice President













[SIGNATURE PAGE TO SECURITY AGREEMENT]
























SCHEDULE 1




COMMERCIAL TORT CLAIMS




[include specific case caption or descriptions per Official Code Comment 5 to Section 9-108 of the Code]
























SCHEDULE 2




COPYRIGHTS
























SCHEDULE 3




INTELLECTUAL PROPERTY LICENSES
























SCHEDULE 4




PATENTS
























SCHEDULE 5




PLEDGED COMPANIES




							
	Name of Grantor

	Name of Pledged Company

	Number of Shares/Units

	Class of Interests

	Percentage of Class Owned

	Percentage of Class Pledged

	Certificate Nos.


	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 


























SCHEDULE 6




TRADEMARKS
























SCHEDULE 7




NAME; CHIEF EXECUTIVE OFFICE; TAX IDENTIFICATION NUMBERS AND ORGANIZATIONAL NUMBERS



























SCHEDULE 8




OWNED REAL PROPERTY





















SCHEDULE 9




DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS
























SCHEDULE 10




CONTROLLED ACCOUNT BANKS
























SCHEDULE 11




LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS




		
	Grantor

	Jurisdictions


	 
	 


























SCHEDULE 12




MOTOR VEHICLES
























ANNEX 1 TO GUARANTY AND SECURITY AGREEMENT

FORM OF JOINDER




Joinder No. ____ (this "Joinder"), dated as of ____________ 20___, to the Guaranty and Security Agreement, dated as of May __, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the "Guaranty and Security Agreement"), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, "Grantors" and each, individually, a "Grantor") and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company ("WFCF"), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent").

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement dated as of May __, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") by and among School Specialty, Inc., a Wisconsin corporation ("Parent"), ClassromDirect.com, LLC, a Delaware limited liability company ("ClassroomDirect"), Sportime, LLC, a Delaware limited liability company  ("Sportime"), Delta Education, LLC, a Delaware limited liability company ("Delta Education"), Premier Agendas, Inc., a Washington corporation ("Premier Agendas"), Childcraft Education Corp., a New York corporation ("Childcraft"), Bird-in-Hand Woodworks, Inc., a New Jersey corporation ("Bird-in-Hand"), Califone International, Inc., a Delaware corporation ("Califone"; together with Parent, ClassroomDirect, Sportime, Delta Education, Premier Agendas, Childcraft and Bird-in-Hand, the "Borrowers" and each a "Borrower"), the lenders party thereto as "Lenders" (each of such Lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender"), Agent, WFCF and General Electric Capital Corporation, a Delaware corporation, as co-collateral agents (the "Co-Collateral Agents" and each a "Co-Collateral Agent") and WFCF and GE Capital Markets, Inc., as co-lead arrangers and joint book runners, the Lender Group has agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; and

WHEREAS, initially capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Joinder shall be subject to the rules of construction set forth in Section 1(b) of the Guaranty and Security Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis; and

WHEREAS, Grantors have entered into the Guaranty and Security Agreement in order to induce the Lender Group and the Bank Product Providers to make certain financial accommodations to Borrowers as provided for in the Credit Agreement, the other Loan Documents, and the Bank Product Agreements; and

WHEREAS, pursuant to Section 5.11 of the Credit Agreement and Section 26 of the Guaranty and Security Agreement, certain Subsidiaries of the Loan Parties, must execute and deliver certain Loan Documents, including the Guarantor and Security Agreement, and the 









Annex I - 1










joinder to the Guaranty and Security Agreement by the undersigned new Grantor or Grantors (collectively, the "New Grantors") may be accomplished by the execution of this Joinder in favor of Agent, for the benefit of the Lender Group and the Bank Product Providers; and

WHEREAS, each New Grantor (a) is an Affiliate of Borrowers and, as such, will benefit by virtue of the financial accommodations extended to Borrowers by the Lender Group or the Bank Product Providers and (b) by becoming a Grantor will benefit from certain rights granted to the Grantors pursuant to the terms of the Loan Documents and the Bank Product Agreements;

NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each New Grantor hereby agrees as follows:

1.

In accordance with Section 26 of the Guaranty and Security Agreement, each New Grantor, by its signature below, becomes a "Grantor" and "Guarantor" under the Guaranty and Security Agreement with the same force and effect as if originally named therein as a "Grantor" and "Guarantor" and each New Grantor hereby (a) agrees to all of the terms and provisions of the Guaranty and Security Agreement applicable to it as a "Grantor" or "Guarantor" thereunder and (b) represents and warrants that the representations and warranties made by it as a "Grantor" or "Guarantor" thereunder are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) on and as of the date hereof.  In furtherance of the foregoing, each New Grantor hereby (a) jointly and severally unconditionally and irrevocably guarantees as a primary obligor and not merely as a surety the full and prompt payment when due, whether upon maturity, acceleration, or otherwise, of all of the Guarantied Obligations, and (b) unconditionally grants, assigns, and pledges to Agent, for the benefit of the Lender Group and the Bank Product Providers, to secure the Secured Obligations, a continuing security interest in and to all of such New Grantor's right, title and interest in and to the Collateral.  Each reference to a "Grantor" or "Guarantor" in the Guaranty and Security Agreement shall be deemed to include each New Grantor.  The Guaranty and Security Agreement is incorporated herein by reference.

2.

Schedule 1, "Commercial Tort Claims", Schedule 2, "Copyrights", Schedule 3, "Intellectual Property Licenses", Schedule 4, "Patents", Schedule 5, "Pledged Companies", Schedule 6, "Trademarks", Schedule 7, Name; Chief Executive Office; Tax Identification Numbers and Organizational Numbers, Schedule 8, "Owned Real Property", Schedule 9, "Deposit Accounts and Securities Accounts", Schedule 10, "Controlled Account Banks", Schedule 11, "List of Uniform Commercial Code Filing Jurisdictions", and Schedule 12, "Motor Vehicles" attached hereto supplement Schedule 1, Schedule 2, Schedule 3, Schedule 4, Schedule 5, Schedule 6, Schedule 7, Schedule 8, Schedule 9, Schedule 10, Schedule 11, and Schedule 12 respectively, to the Guaranty and Security Agreement and shall be deemed a part thereof for all purposes of the Guaranty and Security Agreement.

3.

Each New Grantor authorizes Agent at any time and from time to time to file, transmit, or communicate, as applicable, financing statements and amendments thereto (i) describing the Collateral as "all personal property of debtor" or "all assets of debtor" or words of similar effect, (ii) describing the Collateral as being of equal or lesser scope or with greater detail, or (iii) that contain any information required by part 5 of Article 9 of the Code for the 









Annex I - 2










sufficiency or filing office acceptance.  Each New Grantor also hereby ratifies any and all financing statements or amendments previously filed by Agent in any jurisdiction in connection with the Loan Documents.

4.

Each New Grantor represents and warrants to Agent, the Lender Group and the Bank Product Providers that this Joinder has been duly executed and delivered by such New Grantor and constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, or other similar laws affecting creditors' rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

5.

This Joinder is a Loan Document.  This Joinder may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Joinder.  Delivery of an executed counterpart of this Joinder by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Joinder.  Any party delivering an executed counterpart of this Joinder by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Joinder but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Joinder.

6.

The Guaranty and Security Agreement, as supplemented hereby, shall remain in full force and effect.

7.

THIS JOINDER SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 25 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.




[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]









Annex I - 3










IN WITNESS WHEREOF, the parties hereto have caused this Joinder to the Guaranty and Security Agreement to be executed and delivered as of the day and year first above written.

		
	NEW GRANTORS:

	[NAME OF NEW GRANTOR]





By:



Name:



Title:







	
	[NAME OF NEW GRANTOR]





By:



Name:



Title:







		
	AGENT:

	WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company





By:



Name:



Title:















[SIGNATURE PAGE TO JOINDER NO. ___ TO SECURITY AGREEMENT]










EXHIBIT A

COPYRIGHT SECURITY AGREEMENT




This COPYRIGHT SECURITY AGREEMENT (this "Copyright Security Agreement") is made this ___ day of ___________, 2012, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, "Grantors" and each individually "Grantor"), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company ("WFCF"), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent").

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") by and among School Specialty, Inc., a Wisconsin corporation ("Parent"), ClassromDirect.com, LLC, a Delaware limited liability company ("ClassroomDirect"), Sportime, LLC, a Delaware limited liability company  ("Sportime"), Delta Education, LLC, a Delaware limited liability company ("Delta Education"), Premier Agendas, Inc., a Washington corporation ("Premier Agendas"), Childcraft Education Corp., a New York corporation ("Childcraft"), Bird-in-Hand Woodworks, Inc., a New Jersey corporation ("Bird-in-Hand"), Califone International, Inc., a Delaware corporation ("Califone"; together with Parent, ClassroomDirect, Sportime, Delta Education, Premier Agendas, Childcraft and Bird-in-Hand, the "Borrowers" and each a "Borrower"), the lenders party thereto as "Lenders" (each of such Lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender"), Agent, WFCF and General Electric Capital Corporation, a Delaware corporation, as co-collateral agents (the "Co-Collateral Agents" and each a "Co-Collateral Agent"), and WFCF and GE Capital Markets, Inc., as co-lead arrangers and joint book runners, the Lender Group has agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; and

WHEREAS, the members of the Lender Group and the Bank Product Providers are willing to make the financial accommodations to Borrowers as provided for in the Credit Agreement, the other Loan Documents, and the Bank Product Agreements, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of the Lender Group and the Bank Product Providers, that certain Guaranty and Security Agreement, dated as of May __, 2012 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the "Guaranty and Security Agreement"); and

WHEREAS, pursuant to the Guaranty and Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Lender Group and the Bank Product Providers, this Copyright Security Agreement;

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









A-1













1.

DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Copyright Security Agreement shall be subject to the rules of construction set forth in Section 1(b) of the Guaranty and Security Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis.

2.

GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL.  Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing security interest (referred to in this Copyright Security Agreement as the "Security Interest") in all of such Grantor's right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the "Copyright Collateral"):

(a)

all of such Grantor's Copyrights and Copyright Intellectual Property Licenses to which it is a party including those referred to on Schedule I;

(b)

all renewals or extensions of the foregoing; and

(c)

all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement of any Copyright or any Copyright exclusively licensed under any Intellectual Property License, including the right to receive damages, or the right to receive license fees, royalties, and other compensation under any Copyright Intellectual Property License.

3.

SECURITY FOR SECURED OBLIGATIONS.  This Copyright Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Copyright Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the other members of the Lender Group, the Bank Product Providers or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.

SECURITY AGREEMENT.  The Security Interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Guaranty and Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Copyright Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.  To the extent there is any inconsistency between this Copyright Security Agreement and the Guaranty and Security Agreement, the Guaranty and Security Agreement shall control.

5.

AUTHORIZATION TO SUPPLEMENT.  Grantors shall give Agent written notice at the end of the calendar month after filing any additional application for registration of any copyright and of any additional copyright registrations granted therefor after the date hereof. Without limiting Grantors' obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Copyright Security Agreement by amending Schedule I to include any 









A-2










future United States registered copyrights or applications therefor of each Grantor.  Notwithstanding the foregoing, no failure to so modify this Copyright Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent's continuing security interest in all Collateral, whether or not listed on Schedule I.

6.

COUNTERPARTS.  This Copyright Security Agreement is a Loan Document.  This Copyright Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Copyright Security Agreement.  Delivery of an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Copyright Security Agreement.  Any party delivering an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Copyright Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Copyright Security Agreement.

7.

CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE PROVISION.  THIS COPYRIGHT SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 25 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.




[signature page follows]









A-3










IN WITNESS WHEREOF, the parties hereto have caused this Copyright Security Agreement to be executed and delivered as of the day and year first above written.




		
	GRANTORS:

	








By:



Name:



Title:







	
	








By:



Name:



Title:







		
	 
	ACCEPTED AND ACKNOWLEDGED BY:


	AGENT:

	WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company





By:



Name:



Title:















[SIGNATURE PAGE TO COPYRIGHT SECURITY AGREEMENT]










SCHEDULE I

to

COPYRIGHT SECURITY AGREEMENT

Copyright Registrations

					
	Grantor

	Country

	Copyright

	Registration No.

	Registration Date


	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 






Copyright Licenses
























EXHIBIT B

PATENT SECURITY AGREEMENT




This PATENT SECURITY AGREEMENT (this "Patent Security Agreement") is made this ___ day of ___________, 2012, by and among the Grantors listed on the signature pages hereof (collectively, jointly and severally, "Grantors" and each individually "Grantor"), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company ("WFCF"), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity,  "Agent").

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") by and among School Specialty, Inc., a Wisconsin corporation ("Parent"), ClassromDirect.com, LLC, a Delaware limited liability company ("ClassroomDirect"), Sportime, LLC, a Delaware limited liability company  ("Sportime"), Delta Education, LLC, a Delaware limited liability company ("Delta Education"), Premier Agendas, Inc., a Washington corporation ("Premier Agendas"), Childcraft Education Corp., a New York corporation ("Childcraft"), Bird-in-Hand Woodworks, Inc., a New Jersey corporation ("Bird-in-Hand"), Califone International, Inc., a Delaware corporation ("Califone"; together with Parent, ClassroomDirect, Sportime, Delta Education, Premier Agendas, Childcraft and Bird-in-Hand, the "Borrowers" and each a "Borrower"), the lenders party thereto as "Lenders" (each of such Lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender"), Agent, WFCF and General Electric Capital Corporation, a Delaware corporation, as co-collateral agents (the "Co-Collateral Agents" and each a "Co-Collateral Agent"), and WFCF and GE Capital Markets, Inc., as co-lead arrangers and joint book runners, the Lender Group has agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; and

WHEREAS, the members of Lender Group and the Bank Product Providers are willing to make the financial accommodations to Borrowers as provided for in the Credit Agreement, the other Loan Documents, and the Bank Product Agreements, but only upon the condition, among others, that the Grantors shall have executed and delivered to Agent, for the benefit of the Lender Group and the Bank Product Providers, that certain Guaranty and Security Agreement, dated as of May __, 2012 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the "Guaranty and Security Agreement"); and

WHEREAS, pursuant to the Guaranty and Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Lender Group and the Bank Product Providers, this Patent Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:









B-1













1.

DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Patent Security Agreement shall be subject to the rules of construction set forth in Section 1(b) of the Guaranty and Security Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis.

2.

GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing security interest (referred to in this Patent Security Agreement as the "Security Interest") in all of such Grantor's right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the "Patent Collateral"):

(a)

all of its Patents and Patent Intellectual Property Licenses to which it is a party including those referred to on Schedule I;

(b)

all divisionals, continuations, continuations-in-part, reissues, reexaminations, or extensions of the foregoing; and

(c)

all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement of any Patent or any Patent exclusively licensed under any Intellectual Property License, including the right to receive damages, or right to receive license fees, royalties, and other compensation under any Patent Intellectual Property License.

3.

SECURITY FOR SECURED OBLIGATIONS.  This Patent Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Patent Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the other members of the Lender Group, the Bank Product Providers or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.

SECURITY AGREEMENT.  The Security Interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Guaranty and Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Patent Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.  To the extent there is any inconsistency between this Patent Security Agreement and the Guaranty and Security Agreement, the Guaranty and Security Agreement shall control.

5.

AUTHORIZATION TO SUPPLEMENT.  If any Grantor shall obtain rights to any new patent application or issued patent or become entitled to the benefit of any patent application or patent for any divisional, continuation, continuation-in-part, reissue, or reexamination of any existing patent or patent application, the provisions of this Patent Security 









B-2










Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new patent rights.  Without limiting Grantors' obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Patent Security Agreement by amending Schedule I to include any such new patent rights of each Grantor.  Notwithstanding the foregoing, no failure to so modify this Patent Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent's continuing security interest in all Collateral, whether or not listed on Schedule I.

6.

COUNTERPARTS.  This Patent Security Agreement is a Loan Document.  This Patent Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Patent Security Agreement.  Delivery of an executed counterpart of this Patent Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Patent Security Agreement.  Any party delivering an executed counterpart of this Patent Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Patent Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Patent Security Agreement.

7.

CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE PROVISION.  THIS PATENT SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 25 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.




[signature page follows]









B-3










IN WITNESS WHEREOF, the parties hereto have caused this Patent Security Agreement to be executed and delivered as of the day and year first above written.




		
	GRANTORS:

	








By:



Name:



Title:







	
	








By:



Name:



Title:







		
	 
	ACCEPTED AND ACKNOWLEDGED BY:


	AGENT:

	WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company





By:



Name:



Title:















[SIGNATURE PAGE TO PATENT SECURITY AGREEMENT]










SCHEDULE I

to

PATENT SECURITY AGREEMENT

Patents

					
	Grantor

	Country

	Patent

	Application/

Patent No.

	Filing Date


	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 






Patent Licenses
























EXHIBIT C

PLEDGED INTERESTS ADDENDUM




This Pledged Interests Addendum, dated as of _________ __, 20___ (this "Pledged Interests Addendum"), is delivered pursuant to Section 7 of the Guaranty and Security Agreement referred to below.  The undersigned hereby agrees that this Pledged Interests Addendum may be attached to that certain Guaranty and Security Agreement, dated as of May __, 2012, (as amended, restated, supplemented, or otherwise modified from time to time, the "Guaranty and Security Agreement"), made by the undersigned, together with the other Grantors named therein, to WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as Agent.  Initially capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Pledged Interests Addendum shall be subject to the rules of construction set forth in Section 1(b) of the Guaranty and Security Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis.  The undersigned hereby agrees that the additional interests listed on Schedule I shall be and become part of the Pledged Interests pledged by the undersigned to Agent in the Guaranty and Security Agreement and any pledged company set forth on Schedule I shall be and become a "Pledged Company" under the Guaranty and Security Agreement, each with the same force and effect as if originally named therein.

This Pledged interests Addendum is a Loan Document.  Delivery of an executed counterpart of this Pledged Interests Addendum by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Pledged Interests Addendum.  If the undersigned delivers an executed counterpart of this Pledged Interests Addendum by telefacsimile or other electronic method of transmission, the undersigned shall also deliver an original executed counterpart of this Pledged Interests Addendum but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Pledged Interests Addendum.

The undersigned hereby certifies that the representations and warranties set forth in Section 6 of the Guaranty and Security Agreement of the undersigned are true and correct as to the Pledged Interests listed herein on and as of the date hereof.

THIS PLEDGED INTERESTS ADDENDUM SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 25 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.




[signature page follows]









C-1










IN WITNESS WHEREOF, the undersigned has caused this Pledged Interests Addendum to be executed and delivered as of the day and year first above written.




	
	______________________________





By:



Name:



Title:















[SIGNATURE PAGE TO PLEDGED INTERESTS ADDENDUM]










SCHEDULE I

to

PLEDGED INTERESTS ADDENDUM

Pledged Interests




						
	Name of Grantor

	Name of Pledged Company

	Number of Shares/Units

	Class of Interests

	Percentage of Class Owned

	Certificate Nos.


	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 


























EXHIBIT D

TRADEMARK SECURITY AGREEMENT




This TRADEMARK SECURITY AGREEMENT (this "Trademark Security Agreement") is made this ___ day of ___________, 20__, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, "Grantors" and each individually "Grantor"), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company ("WFCF"), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent").

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") by and among School Specialty, Inc., a Wisconsin corporation ("Parent"), ClassromDirect.com, LLC, a Delaware limited liability company ("ClassroomDirect"), Sportime, LLC, a Delaware limited liability company  ("Sportime"), Delta Education, LLC, a Delaware limited liability company ("Delta Education"), Premier Agendas, Inc., a Washington corporation ("Premier Agendas"), Childcraft Education Corp., a New York corporation ("Childcraft"), Bird-in-Hand Woodworks, Inc., a New Jersey corporation ("Bird-in-Hand"), Califone International, Inc., a Delaware corporation ("Califone"; together with Parent, ClassroomDirect, Sportime, Delta Education, Premier Agendas, Childcraft and Bird-in-Hand, the "Borrowers" and each a "Borrowers"), the lenders party thereto as "Lenders" (each of such Lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender"), Agent, WFCF and General Electric Capital Corporation, a Delaware corporation, as co-collateral agents (the "Co-Collateral Agents" and each a "Co-Collateral Agent"), and WFCF and GE Capital Markets, Inc., as joint lead arrangers and joint book runners, the Lender Group has agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; and

WHEREAS, the members of the Lender Group and the Bank Product Providers are willing to make the financial accommodations to Borrowers as provided for in the Credit Agreement, the other Loan Documents, and the Bank Product Agreements, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of Lender Group and the Bank Product Providers, that certain Guaranty and Security Agreement, dated as of May __, 2012 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the "Guaranty and Security Agreement"); and

WHEREAS, pursuant to the Guaranty and Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of Lender Group and the Bank Product Providers, this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:









D-1













1.

DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Trademark Security Agreement shall be subject to the rules of construction set forth in Section 1(b) of the Guaranty and Security Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis.

2.

GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL.  Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the "Security Interest") in all of such Grantor's right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the "Trademark Collateral"):

(a)

all of its Trademarks and Trademark Intellectual Property Licenses to which it is a party including those referred to on Schedule I;

(b)

all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark Intellectual Property License; and

(c)

all products and proceeds (as that term is defined in the Code) of the foregoing, including any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark or any Trademarks exclusively licensed under any Intellectual Property License, including right to receive any damages, (ii) injury to the goodwill associated with any Trademark, or (iii) right to receive license fees, royalties, and other compensation under any Trademark Intellectual Property License.

3.

SECURITY FOR SECURED OBLIGATIONS.  This Trademark Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Trademark Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the other members of the Lender Group, the Bank Product Providers or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.

SECURITY AGREEMENT.  The Security Interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Guaranty and Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Trademark Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.  To the extent there is any inconsistency between this Trademark Security Agreement and the Guaranty and Security Agreement, the Guaranty and Security Agreement shall control.

5.

AUTHORIZATION TO SUPPLEMENT.  If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically 









D-2










apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new trademarks or renewal or extension of any trademark registration.   Without limiting Grantors' obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Trademark Security Agreement by amending Schedule I to include any such new trademark rights of each Grantor.  Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent's continuing security interest in all Collateral, whether or not listed on Schedule I.

6.

COUNTERPARTS.  This Trademark Security Agreement is a Loan Document.  This Trademark Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Trademark Security Agreement.  Delivery of an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Trademark Security Agreement.  Any party delivering an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Trademark Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Trademark Security Agreement.

7.

CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE PROVISION.  THIS TRADEMARK SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 25 OF THE GUARANTY AND SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.




[signature page follows]









D-3










IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be executed and delivered as of the day and year first above written.




		
	GRANTORS:

	








By:



Name:



Title:







	
	








By:



Name:



Title:







		
	 
	ACCEPTED AND ACKNOWLEDGED BY:


	AGENT:

	WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company





By:



Name:



Title:















[SIGNATURE PAGE TO TRADEMARK SECURITY AGREEMENT]










SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT




Trademark Registrations/Applications

					
	Grantor

	Country

	Mark

	Application/ Registration No.

	App/Reg Date


	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 









Trade Names




Common Law Trademarks




Trademarks Not Currently In Use




Trademark Licenses



















Schedule 1 Commercial Tort Claims




None.









SCHEDULE 2

to

GUARANTY AND SECURITY AGREEMENT (WELLS)

Copyrights







CHILDCRAFT EDUCATION CORP.

			
	Title

	Reg. Number

	Reg. Date


	Childcraft : the growing years : [catalog].

	TX0000677954

	5/13/1981


	Childcraft : the growing years : [catalog].

	TX0000677953

	5/13/1981


	Childcraft : the growing years : [catalog].

	TX0000677955

	5/13/1981


	Childcraft : the growing years : [catalog].

	TX0000677952

	5/13/1981


	Childcraft : the growing years : [catalog].

	TX0000677951

	5/13/1981


	Dial-R / [Carol D. Mardell-Czudnowski, Dorothea S. Goldenberg].

	TX0001413417

	6/29/1984


	Childcraft : the growing years : [catalog].

	TX0001594689

	3/15/1985


	Childcraft : the growing years : [catalog].

	TX0001764298

	3/26/1986


	Childcraft : the Growing Years, infants, early childhood, special ed school catalog

	TX0002250405

	2/1/1988


	Childcraft : the Growing Years, infants, early childhood, special ed school catalog

	TX0002486090

	2/1/1989


	DIAL-R activity card system : developmental tasks for school and home

	TX0002634186

	8/9/1989


	Dial-R for parents : activities for the child at home keyed to the Dial-R assessment kit

	TX0002634081

	8/15/1989












			
	Title

	Reg. Number

	Reg. Date


	Childcraft--building minds and imaginations for the growing years : 1990

	TX0002787251

	3/13/1990


	Childcraft : the Growing Years, infants, early childhood, special ed school catalog

	TX0004140775

	8/30/1995


	Notice of grant security interest in copyrights

	V3437D211

	6/28/1999


	Earth and Space

	SR0000611712

	9/13/2007


	Inquiry

	SR0000611715

	9/13/2007


	Life Science

	SR0000611714

	9/13/2007


	Personal and Social Perspectives

	SR0000611711

	9/13/2007


	Physical Science

	SR0000611710

	9/13/2007


	Let’s get cooking! / by Margot Hammond.

	TX0004742730

	3/17/1998


	Childcraft : toys that teach : [catalog].

	TX0001594688 TX0002239795

	3/15/1985 8/12/1985


	Childcraft : toys that teach : [catalog].

	TX0001764297; TX0001889261

	2/28/1986; 8/21/1986


	Just for Kids! : America’s favorite children’s catalog.

	TX0002124525

	8/3/1987


	Childcraft : toys that teach : [catalog].

	TX0002009649; TX0002124526

	2/24/1987 & 8/3/1987


	Just for Kids! : America’s favorite children’s catalog.

	TX0002326459; TX0002404103; TX0002404104; TX0002403577; TX0002407643; TX0002407644

	2/8/1988; 9/6/1988; 9/6/1988; 10/24/1988; 10/24/1988


	Childcraft : toys that teach : [catalog].

	TX0002319535; TX0002402995; TX0002404100; TX0002402994

	2/8/1988; 9/6/1988;  9/6/1988;  9/6/1988


	Childcraft west : the Growing Years, infants, early childhood, special ed. school catalog

	TX0002486089

	2/1/1989












			
	Title

	Reg. Number

	Reg. Date


	Childcraft West--building minds and imaginations for the growing years : 1990

	TX0002787252

	3/13/1990


	Childcraft : toys that teach : [catalog].

	TX0002537376; TX0002515392; TX0002714983; TX0002714984; TX0002714985; TX0002714986; TX0002714987

	2/15/1989; 2/15/1989; 12/4/1989; 12/4/1989; 12/4/1989; 12/4/1989; 12/4/1989


	Just for Kids! : America’s favorite children’s catalog

	TX0002501249; TX0002501669; TX0002501670; TX0002701220; TX0002701219; TX0002701218; TX0002701216; TX0002701217

	2/2/1989; 2/2/1989; 2/2/1989; 12/1/1989; 12/1/1989; 12/1/1989 ;12/1/1989; 12/1/1989


	Childcraft : toys that teach : [catalog].

	TX0002765767; TX0002765768; TX0002765769; TX0002765770

	3/14/1990; 3/14/1990; 3/14/1990; 3/14/1990


	Just for Kids! : America’s favorite children’s catalog

	TX0002765891; TX0002765766; TX0002765892; TX0002765893

	3/14/1990; 3/14/1990; 3/14/1990; 3/14/1990


	Celebrate Science Physical Science Set

	SR0000611710

	9/13/2007


	ABC School Supply, Inc. ... catalog

	TX0002189648

	11/10/1987


	The Rainbow book of early learning materials

	TX0002282947

	2/16/1988


	ABC puts the whole world in your hands

	TX0002189647

	11/10/1987


	Parent lending library master guide

	TX0004131135

	9/12/1995


















DELTA EDUCATION, LLC

			
	Title

	Reg. Number

	Reg. Date


	Beginnings: teacher's guide/Herbert D. Their, Robert C. Knott

	TX0005877113 

	11/21/2003


	Behavior of mealworms: teacher's guide

	TX0002384470 

	7/8/1988


	Butterflies and moths

	TX0005914419 

	2/10/2004


	Butterflies and moths: teacher's guide

	TX0002384468 

	11/1/1996


	Charge it! Static electricity: activity guide/by Delta Education; author, Richard Bollinger

	TX0004406415 

	11/1/1996


	Charge it! static electricity : activity journal / by Delta Education ; author, Richard Bollinger. 

	TX0004406422 

	11/1/1996


	Classroom plants : teacher's guide. 

	TX0002384473 

	7/8/1988


	Clear view of area and volume formulas : activities, visuals, masters. 

	TX0004406667 

	2/19/1997


	Color and light. 

	TX0005914420 

	2/10/2004


	Communities : teacher's guide / Robert C. Knott, Herbert D. Thier. 

	TX0005866655 

	11/21/2003


	Crystal creations : activity guide / author, Carol Prekker. 

	TX0004406777 

	2/19/1997


	Delta Science First Reader, Science and Literacy program Teacher's Guide. 

	TX0006898348 

	11/9/2007


	Delta science module, erosion teacher's guide. 

	TX0006404994 

	6/28/2006


	Delta science module, third edition : classroom plants : teacher's guide. 

	TX0006405648 

	6/28/2006


	Delta science module, third edition : earth, moon, and sun : teacher's guide. 

	TX0006405649 

	6/28/2006


	Delta science module, third edition : earth processes : teacher's guide. 

	TX0006405647 

	6/28/2006


	Delta science module, third edition : electromagnetism : teacher's guide. 

	TX0006405651 

	6/28/2006












			
	Title

	Reg. Number

	Reg. Date


	Delta science module, third edition : matter and change : teacher's guide. 

	TX0006405646 

	6/28/2006


	Delta science module, third edition : plant and animal populations : teacher's guide. 

	TX0006405650 

	6/28/2006


	Delta Science Modules, Third Ed., DNA: From Genes to Proteins Teacher's Guide. 

	TX0006898345 

	11/9/2007


	Delta Science Modules, Third Ed., Earth Movements, At Home Folio. 

	TX0006897073 

	12/7/2007


	Delta Science Modules, Third Ed., Earth Movements, At Home Folio (Spanish Edition) 

	TX0006897105 

	12/7/2007


	Delta Science Modules, Third Ed., Earth Movements Science Notebook. 

	TX0006898338 

	11/9/2007


	Delta Science Modules, Third Ed., Earth Movements Science Notebook, Spanish Edition Delta Science Modules, Third Edition. 

	TX0006898340 

	11/9/2007


	Delta Science Modules, Third Ed., Food Chains and Webs, At Home Folio. 

	TX0006897058 

	12/7/2007


	Delta Science Modules, Third Ed., Food Chains and Webs, At Home Folio (Spanish Edition) 

	TX0006897064 

	12/7/2007


	Delta Science Modules, Third Ed., Food Chains and Webs Science Notebook. 

	TX0006898323 

	11/9/2007


	Delta Science Modules, Third Ed., Food Chains and Webs Science Notebook, Spanish Edition. 

	TX0006898320 

	11/9/2007


	Delta Science Modules, Third Ed., Force and Motion, At Home Folio (Spanish Edition) 

	TX0006897081 

	12/7/2007


	Delta Science Modules, Third Ed., Force and Motion, At Horne Folio. 

	TX0006897097 

	12/7/2007


	Delta Science Modules, Third Ed., Force and Motion Science Notebook. 

	TX0006898328 

	11/9/2007












			
	Title

	Reg. Number

	Reg. Date


	Delta Science Modules, Third Ed., Force and Motion Science Notebook, Spanish Edition. 

	TX0006898339 

	11/9/2007


	Delta Science Modules, Third Ed., Using Science Notebooks Folio. 

	TX0006897051 

	12/7/2007


	Delta Science Reader, Astronomy. 

	TX0006898342 

	11/9/2007


	Delta Science Reader, Earth Movements Reader, Spanish Edition. 

	TX0006898332 

	11/9/2007


	Delta Science Reader, Electrical Connections Delta Science Reader. 

	TX0006898344 

	11/9/2007


	Delta Science Reader, Food Chains and Webs Reader, Spanish Edition. 

	TX0006898327 

	11/9/2007


	Delta Science Reader, Force and Motion Reader, Spanish Edition. 

	TX0006898325 

	11/9/2007


	Detective lab : activity guide / by Delta Education ; author, Richard Bollinger. 

	TX0004406417 

	11/1/1996


	Detective lab : activity journal / by Delta Education ; author, Richard Bollinger. 

	TX0004406416 

	11/1/1996


	Dinosaurs and fossils. 

	TX0005914416 

	2/10/2004


	Discovery guide : body and senses : pre-K. 

	TX0005699021 

	5/8/2003


	Earth movements. 

	TX0005913100 

	2/10/2004


	Ecosystems : teacher's guide / Robert C. Knott, Herbert D. Thier. 

	TX0005866657 

	11/21/2003


	Electrical circuits / [Sarah A. Maineri], senior project editor. 

	TX0005748056 

	5/8/2003


	Electrical circuits : teacher's guide. 

	TX0002384480 

	7/8/1988


	Electrical circuits : teacher's guide / Sarah A. Maineri, senior project editor. 

	TX0005747210 

	5/9/2003


	Electromagnetism : activity guide / by Delta Education ; author, Sally Seehafer. 

	TX0004406419 

	11/1/1996


	Electromagnetism : teacher's guide. 

	TX0002384461 

	7/8/1988












			
	Title

	Reg. Number

	Reg. Date


	Energy & motion : activity guide / author, M. J. Lechner. 

	TX0004410975 

	2/18/1997


	Energy & motion : activity journal. 

	TX0004410976 

	2/18/1997


	Energy sources : teacher's guide / Herbert D. Thier, Robert C. Knott. 

	TX0005877116 

	11/21/2003


	Environments : teacher's guide / Robert C. Knott, Herbert D. Thier. 

	TX0005866659 

	11/21/2003


	Finding the moon. 

	TX0005748493 

	5/8/2003


	Finding the Moon : teacher's guide. 

	TX0005792811 

	8/12/2003


	Finding the moon : teacher's guide / by Gretchen M. Alexander. 

	TX0002384476 

	7/8/1988


	Flight and rocketry reader

	TX0005913098 

	2/10/2004


	Flight! gliders to jets : activity guide / by Delta Education ; author, Richard Bollinger. 

	TX0004406420 

	11/1/1996


	Food chaines and webs : teacher's guide / Sarah A. Maineri, senior project editor. 

	TX0005747206 

	5/9/2003


	Food chains and webs / [Sarah A. Maineri], senior project editor. 

	TX0005748057 

	5/8/2003


	Force and motion : teacher's guide / Sarah A. Maineri, senior project editor. 

	TX0005747207 

	5/9/2003


	From seed to plant : teacher's guide. 

	TX0002384472 

	7/8/1988


	Gears at work : activity guide / author, Joreen Hendry. 

	TX0004410977 

	2/18/1997


	Gears at work : activity journal / author, Joreen Hendry. 

	TX0004410978 

	2/18/1997


	Great sensations : smell, taste, touch : activity guide / author, Katy Z. Allen. 

	TX0004423398 

	3/3/1997


	Great sensations : smell, taste, touch : activity journal / author, Katy Z. Allen. 

	TX0004423399 

	3/3/1997


	Great sensations : vision & hearing : activity guide / author, Kathy Z. Allen. 

	TX0004410979 

	2/18/1997












			
	Title

	Reg. Number

	Reg. Date


	Great sensations : vision & hearing : activity journal / author, Kathy Z. Allen. 

	TX0004410973 

	2/18/1997


	Hexagonoes exponents : level 1 : teacher guide. 

	TX0005853766 

	11/21/2003


	Hexagonoes exponents : level 2 : teacher guide. 

	TX0005853767 

	11/21/2003


	Hexagonoes percents : level 2 : teacher guide. 

	TX0005853768 

	11/21/2003


	Investigating water. 

	TX0005913096 

	2/10/2004


	Investigating water : teacher's guide. 

	TX0002384457 

	7/8/1988


	Length and capacity : teacher's guide / by D. Louis Finsand. 

	TX0002384462 

	7/8/1988


	Lenses and mirrors : teacher's guide / prepared by the National Learning Center. 

	TX0002384463 

	7/8/1988


	Life cycles : teacher's guide / Herbert D. Thier, Robert C. Knott. 

	TX0005877115 

	11/21/2003


	Looking at liquids : teacher's guide. 

	TX0002384458 

	7/8/1988


	Magnetic magic : activity journal / by Delta Education ; author, Richard Bollinger. 

	TX0004406421 

	11/1/1996


	Magnets. 

	TX0005913097 

	2/10/2004


	Material objects : teacher's guide / Herbert D. Thier, Robert C. Knott. 

	TX0005877114 

	11/21/2003


	Measuring : teacher's guide. 

	TX0002384465 

	7/8/1988


	Newton's toy box : teacher's guide. 

	TX0006403251 

	6/28/2006


	Observing an aquarium. 

	TX0005914421 

	2/10/2004


	Observing an aquarium : teacher's guide. 

	TX0005914412 

	2/10/2004


	Observing an aquarium : teacher's guide / by Deighton K. Emmons, Jr. 

	TX0002384471 

	7/8/1988


	Oceans. 

	TX0005913099 

	2/10/2004












			
	Title

	Reg. Number

	Reg. Date


	Oceans : teacher's guide. 

	TX0005914414 

	2/10/2004


	Organisms : teacher's guide / Robert C. Knott, Herbert D. Thier. 

	TX0005866656 

	11/21/2003


	Plant and animal life cycles. 

	TX0005699028 

	5/8/2003


	Plant and animal life cycles : teacher's guide. 

	TX0002384469 

	7/8/1988


	Plants in our world reader. 

	TX0006402066 

	6/26/2006


	Pollution. 

	TX0005913095 

	2/10/2004


	Pond life : teacher's guide. 

	TX0002384467 

	7/8/1988


	Powders and crystals : teacher's guide. 

	TX0002384459 

	7/8/1988


	Properties : teacher's guide. 

	TX0002384460 

	7/8/1988


	Relative position and motion : teacher's guide / Robert C. Knott, Herbert D. Thier. 

	TX0005866658 

	11/21/2003


	Rock origins : activity guide / author, Richard Bollinger. 

	TX0004406776 

	2/19/1997


	Rocks and minerals : teacher's guide / by Ben Werner. 

	TX0002384479 

	7/8/1988


	Seed mysteries : activity guide / author, Mary Jo Lechner. 

	TX0004410972 

	2/18/1997


	Seed mysteries : activity journal / author, Mary Jo Lechner. 

	TX0004410974 

	2/18/1997


	Simple machines. 

	TX0005699027 

	5/8/2003


	Simple machines : teacher's guide / by Elizabeth Fox. 

	TX0002384481 

	7/8/1988


	Sink or float? : teacher's guide. 

	TX0006403250 

	6/28/2006


	Sink or float : teacher's guide. 

	TX0002384482 

	7/8/1988


	Soil science. 

	TX0005914417 

	2/10/2004


	Solar system / [Sarah A. Maineri], senior project editor. 

	TX0005748058 

	5/8/2003


	Solar system : teacher's guide / Sarah A. Maineri, senior project editor. 

	TX0005747208 

	5/9/2003












			
	Title

	Reg. Number

	Reg. Date


	Sound. 

	TX0005913094 

	2/10/2004


	Sound : teacher's guide. 

	TX0005914413 

	2/10/2004


	Sound : teacher's guide. 

	TX0002384456 

	7/8/1988


	Stages of matter : teacher's guide. 

	TX0005792812 

	8/12/2003


	States of matter / [Sarah A. Maineri], senior project editor. 

	TX0005748054 

	5/8/2003


	States of matter : teacher's guide / by Michael Worosz. 

	TX0002384464 

	7/8/1988


	Sunshine and shadows. 

	TX0005913093 

	2/10/2004


	Sunshine and shadows : teacher's guide. 

	TX0002384477 

	7/8/1988


	Using your senses / [Sarah A. Maineri], senior project editor. 

	TX0005748059 

	5/8/2003


	Using your senses : teacher's guide / Sarah A. Maineri, senior project editor. 

	TX0005747205 

	5/9/2003


	Water cycle. 

	TX0005914418 

	2/10/2004


	Weather forecasting. 

	TX0005699029 

	5/8/2003


	Weather forecasting : teacher's guide / by Deighton K. Emmons, Jr. 

	TX0002384475 

	7/8/1988


	Weather forecasting : teacher's guide / Sarah A. Maineri, senior project editor. 

	TX0005747209 

	5/9/2003


	Weather instruments / [Sarah A. Maineri], senior project editor. 

	TX0005748055 

	5/8/2003


	Weather instruments : teacher's guide / by Lester G. Paldy. 

	TX0002384478 

	7/8/1988


	Weather watching / [Sarah A. Maineri], senior project editor. 

	TX0005748053 

	5/8/2003


	Weather watching : teacher's guide / by Lester G. Paldy. 

	TX0002384474 

	7/8/1988


	Weather wise : activity guide / author, Ceanne Tzimopoulos. 

	TX0004410969 

	2/18/1997












			
	Title

	Reg. Number

	Reg. Date


	Weather wise : activity journal / author, Ceanne Tzimopoulos. 

	TX0004410970 

	2/18/1997


	Work : plane & simple : activity guide / author, Sally Gullatt Seehafer. 

	TX0004410971 

	2/18/1997


	Work--plane and simple : activity guide / by Delta Education ; author, Sally Gullatt Seehafer. 

	TX0004406418 

	11/1/1996


	You and your body / [Sarah A. Maineri], senior project editor. 

	TX0005748052 

	5/8/2003


	You and your body : teacher's guide. 

	TX0005815686 

	8/12/2003


	You and your body : teacher's guide / by David R. Stronck. 

	TX0002384466 

	7/8/1988


	Amazing air : DSM II teacher's guide / National Learning Center. 

	TX0004441524 

	1/9/1997


	Animal behavior : teacher's guide. 

	TX0004440867 

	1/9/1997


	Aquatic life mini-kit : equipment and guide to assist children in the exploration of an aquatic environment. 

	TX0003739371 

	12/6/1993


	Beginnings : teacher's guide : level K / Herbert D. Thier, Robert C. Knott. 

	TX0003363130 

	6/3/1992


	Behavior of mealworms : Delta project cards / William R. Brown, Edwin P. White. 

	TX0000957855 

	8/11/1982


	Body basics : activity guide. 

	TX0004406456 

	11/1/1996


	Body basics : activity journal. 

	TX0004406458 

	11/1/1996


	Brine shrimp : Delta project cards / William R. Brown, Edwin P. White. 

	TX0000957849 

	8/11/1982


	Bubble science activity guide. 

	TX0004406454 

	11/1/1996


	Bubble science activity journal. 

	TX0004406453 

	11/1/1996


	Butterflies and moths : DSM II teacher's guide. 

	TX0004440180 

	1/9/1997


	Chemical interactions : teacher's guide. 

	TX0003842875 

	2/27/1995












				
	Title

	Reg. Number

	Reg. Date


	Classroom plants : teacher's guide / editing Jill Farinelli ; ill./art production Nancy Schoefl. 

	TX0004442733 

	1/9/1997


	Clay boats : Delta project cards / William R. Brown, Edwin P. White. 

	TX0000957850 

	8/11/1982


	Clear view of personal checking : simulations, activities, masters, visuals / author, Vicky L. Kouba. 

	TX0004406666 

	2/19/1997


	Color and light : teacher's guide. 

	TX0004043757 

	2/27/1995


	Communities. 

	TX0003593416 

	6/21/1993


	Communities : teacher's guide, level 5 / Robert C. Knott, Herbert D. Thier. 

	TX0003690485 

	9/30/1993


	 
	Crystal creations : activity journal. 

	TX0004406455 

	11/1/1996


	 
	Delta Education, Inc., presents A feast of fractions / a menu of activities prepared by Sally Palow, Kathleen Knoblock, Myra Kennedy ... [et al.] ; cover ill. Rose Lowry. 

	TX0004406537 

	11/1/1996


	 
	Delta game factory / Vicky L. Kouba. 

	TX0004406544 

	2/19/1997


	 
	Delta project cards--Colored solutions / William R. Brown, Edwin P. White. 

	TX0000842525 

	10/26/1981


	 
	Delta Volume Shake : teacher's guide. 

	TX0004409053 

	11/1/1996


	 
	Dinosaur classification : teacher's guide. 

	TX0004440862 

	1/9/1997


	 
	DNA--from genes to proteins : teacher's guide / author, Betty B. Hoskins. 

	TX0003845929 

	6/24/1994


	 
	Earth, moon, and sun : teacher's guide / author[s], John G. Radzilowicz, 1952-, and Jan M. Derby ; ill. Nancy Schoefl. 

	TX0004442655 

	1/9/1997


	 
	Earth movements : DSM II teacher's guide. 

	TX0004441527 

	1/9/1997


	 
	Earth processes : teacher's guide. 

	TX0004440864 

	1/9/1997


	 
	Earthworms : Delta project cards / William R. Brown, Edwin P. White. 

	TX0000957851 

	8/11/1982


	 
	Ecosystems. 

	TX0003593418 

	6/21/1993












			
	Title

	Reg. Number

	Reg. Date


	Ecosystems : SCIS 3, teacher's guide, level 6 / Robert C. Knott, Herbert D. Thier. 

	TX0003690482 

	9/30/1993


	Electrical circuits : teacher's guide / editing Editorial Services Plus ; ill./art production Nancy Schoefl. 

	TX0004440927 

	1/9/1997


	Electrical connections : activity guide. 

	TX0004406463 

	11/1/1996


	Electrical connections : teacher's guide / author, Bob Roth. 

	TX0003830396 

	3/31/1994


	Electromagnetism activity journal. 

	TX0004409099 

	11/1/1996


	Electromagnetism : teacher's guide. 

	TX0004043755 

	2/27/1995


	Energy sources. 

	TX0003602059 

	6/21/1993


	Environments. 

	TX0003593419 

	6/21/1993


	Environments : teacher's guide, level 4 / Robert C. Knott, Herbert D. Thier. 

	TX0003690484 

	9/30/1993


	Erosion : teacher's guide. 

	TX0004043756 

	2/27/1995


	Exploring geometry : intermediate. 

	TX0003423266 

	11/16/1992


	Exploring geometry : primary. 

	TX0003423267 

	11/16/1992


	Exploring number relationships : intermediate. 

	TX0003423265 

	11/16/1992


	Exploring probability / Fredda J. Friederwitzer, Barbara Berman, Beth Forrester. 

	TX0003423216 

	11/16/1992


	Exploring probability : primary / Vicky L. Kouba. 

	TX0003423215 

	11/16/1992


	Fast food for thought : Delta base 10 fries : teacher's guide / Carole Reesink. 

	TX0003627597 

	6/25/1993


	Fast Food for Thought : Delta Demimal Dog : teacher's guide. 

	TX0003485171 

	2/16/1993


	Fast food for thought : Delta fraction burger : teacher's guide / Carole Reesink and Linda Frost. 

	TX0003627596 

	6/25/1993


	Finding the moon : teacher's guide. 

	TX0004440865 

	1/9/1997












			
	Title

	Reg. Number

	Reg. Date


	Food chains and webs : DSM II teacher's guide. 

	TX0004441526 

	1/9/1997


	Fossil formations : activity guide. 

	TX0004406459 

	11/1/1996


	Fossil formations : activity journal. 

	TX0004406457 

	11/1/1996


	From seed to plant : teacher's guide / editing Diana J. Reno ; ill./art production Nancy Schoefl. 

	TX0004446637 

	1/9/1997


	Fungi--small wonders : teacher's guide. 

	TX0003830394 

	3/31/1994


	Gases and "airs" : Delta project cards / William R. Brown, Edwin P. White. 

	TX0000957853 

	8/11/1982


	I Can't Believe It's Math! : discovering classroom math in after-school activities / Mary Ann Schroeder, Marcay Burma-Washington 

	TX0003567974 

	5/28/1993


	If shipwrecks could talk : teacher's guide. 

	TX0004440866 

	1/9/1997


	Insect life : teacher's guide. 

	TX0003933407 

	2/27/1994


	Interaction and systems. 

	TX0003606743 

	6/21/1993


	Interaction and systems : teacher's guide : level 2 / Herbert D. Thier, Robert C. Knott. 

	TX0003363133 

	6/3/1992


	Investigating water : teacher's guide / editing Elizabeth Foy ; ill./art production Nancy Schoefl. 

	TX0004440919 

	1/9/1997


	Length and capacity : teacher's guide. 

	TX0004442792 

	1/9/1997


	Lenses and mirrors : teacher's guide / author, the National Learning Center ; ill./art production Nancy Schoefl. 

	TX0004442654 

	1/9/1997


	Life cycles. 

	TX0003606744 

	6/21/1993


	Life cycles : teacher's guide : level 2 / Herbert D. Thier, Robert C. Knott. 

	TX0003363132 

	6/3/1992


	Looking at liquids : teacher's guide / editing Editorial Services Plus ; ill./art production Nancy P. Schoefl. 

	TX0004440926 

	1/9/1997












			
	Title

	Reg. Number

	Reg. Date


	Magnet magic activity guide. 

	TX0004409100 

	11/1/1996


	Magnets : teacher's guide / author, Joreen Hendry. 

	TX0003830397 

	3/31/1994


	Material objects. 

	TX0003606739 

	6/21/1993


	Material objects : teacher's guide : level 1 / Herbert D. Thier, Robert C. Knott. 

	TX0003363134 

	6/3/1992


	Measuring : teacher's guide / editing Elizabeth Foy ; ill./art production Nancy Schoefl. 

	TX0004440922 

	1/9/1997


	Newtons toy box : teacher's guide / author, Carolyn Sumners. 

	TX0003830398 

	3/31/1994


	Observing an aquarium : DSM II teacher's guide. 

	TX0004440179 

	1/9/1997


	Organisms. 

	TX0003606742 

	6/21/1993


	Organisms : teacher's guide : level 1 / Herbert D. Thier, Robert C. Knott. 

	TX0003363131 

	6/3/1992


	Plant and animal life cycles : teacher's guide / editing Kathy Z. Allen and Kathy Talmadge ; ill./art production Nancy P. Schoefl. 

	TX0004440925 

	1/9/1997


	Plant and animal populations : teacher's guide / editing Diana J. Reno ; ill./art production Nancy Schoefl. 

	TX0004440924 

	1/9/1997


	Pollution : teacher's guide. 

	TX0003845509 

	6/24/1994


	Pond life : teacher's guide. 

	TX0003933406 

	2/27/1994


	Populations. 

	TX0003606741 

	6/21/1993


	Populations : teacher's guide : level 3 / Herbert D. Thier, Robert C. Knott. 

	TX0003363136 

	6/3/1992


	Powders and crystals : teacher's guide / editing Diana J. Reno ; ill./art production Nancy P. Schoefl. 

	TX0004440921 

	1/9/1997


	Properties : teacher's guide. 

	TX0004442793 

	1/9/1997












			
	Title

	Reg. Number

	Reg. Date


	Relative position and motion : SCIS 3, teacher's guide, level 4 / Herbert D. Thier, Robert C. Knott. 

	TX0003690483 

	9/30/1993


	Rock origins : activity journal. 

	TX0004411206 

	11/1/1996


	Rocks and minerals : teacher's guide : a Delta science module / editing Editorial Services Plus, copyediting Jill Farinelli ; design/production Ann V. Richardson ; ill./art production Nancy P. Schoefl ; cover design Nancy P. Schoefl. 

	TX0003784217 

	3/31/1994


	Science in a Nutshell : flight! gliders to jets, activity journal. 

	TX0004414313 

	11/1/1996


	Scientific theories. 

	TX0003593417 

	6/21/1993


	Scientific theories. 

	TX0003602057 

	6/21/1993


	SCIS 3 energy sources. 

	TX0003577675 

	6/21/1993


	SCIS 3 relative position and motion. 

	TX0003577674 

	6/21/1993


	Simple machines : teacher's guide / editing Editorial Services Plus ; ill./art production Nancy P. Schoefl. 

	TX0004015686 

	2/27/1995


	Sink or float : Delta project cards / William R. Brown, Edwin P. White. 

	TX0000957852 

	8/11/1982


	Sink or float? : teacher's guide. 

	TX0004446585 

	1/9/1997


	Small things and microscopes : teacher's guide / author, Eileen Terrill ; contributors, Jeanne Dietsch, William Kennedy and Bradford Taylor ; ill. Phyllis Pittet and Susan Dunholter ; photography Paul McGuirk. 

	TX0003864322 

	6/24/1994


	Soil science : DSM II teacher's guide. 

	TX0004441525 

	1/9/1997


	Solar energy : teacher's guide. 

	TX0003845510 

	6/24/1994


	Solar system : teacher's guide / editing Editorial Services Plus and D. Louis Finsand ; ill./art production Nancy Schoefl. 

	TX0004446638 

	1/9/1997


	Sound : teacher's guide / editing Katy Z. Allen ; ill./art production Nancy Schoefl. 

	TX0004440920 

	1/9/1997












			
	Title

	Reg. Number

	Reg. Date


	Sound vibrations : activity guide. 

	TX0004406460 

	11/1/1996


	Sound vibrations : activity guide. 

	TX0004406461 

	11/1/1996


	Sound vibrations : activity guide. 

	TX0004406462 

	11/1/1996


	States of matter : teacher's guide / editing Katy Z. Allen ; ill./art production Nancy Schoefl. 

	TX0004446636 

	1/9/1997


	Strings & musical instruments : Delta project cards / William R. Brown, Edwin P. White. 

	TX0000957856 

	8/11/1982


	Subsystems and variables. 

	TX0003606740 

	6/21/1993


	Subsystems and variables : teacher's guide : level 3 / Herbert D. Thier, Robert C. Knott. 

	TX0003363135 

	6/3/1992


	Sunshine and shadows : teacher's guide / editing Katy Z. Allen ; ill./art production Nancy Schoefl. 

	TX0004446642 

	1/9/1997


	Water cycle : teacher's guide / editing Kathy Z. Allen ; ill./art production Nancy Schoefl. 

	TX0004446639 

	1/9/1997


	Weather forecasting : teacher's guide / editing Editorial Services Plus ; ill./art production Nancy Schoefl. 

	TX0004446640 

	1/9/1997


	Weather instruments : teacher's guide. 

	TX0004440861 

	1/9/1997


	Weather watching : teacher's guide / editing Jill Farinelli ; ill./art production Nancy Schoefl. 

	TX0004446641 

	1/9/1997


	Whistles : Delta project cards / William R. Brown, Edwin P. White. 

	TX0000957854 

	8/11/1982


	You and your body : teacher's guide. 

	TX0003830395 

	3/31/1994


	About me. 

	TX0006236193 

	9/30/2005


	Addition & subtraction student activity guide : no. 550-3530. 

	TX0005751741 

	5/8/2003


	Addition & subtraction : teacher's guide. 

	TX0005752801 

	5/8/2003












			
	Title

	Reg. Number

	Reg. Date


	Algebra : grades 3-4, student activity guide. 

	TX0005698998 

	5/8/2003


	Algebra : grades 5-6, student activity guide. 

	TX0005698994 

	5/8/2003


	Algebra teacher's guide : grades 3-4. 

	TX0005751730 

	5/8/2003


	Algebra teacher's guide : grades 5-6. 

	TX0005751729 

	5/8/2003


	Animal observatory : activity guide. 

	TX0005827574 

	8/12/2003


	Animal observatory : activity journal. 

	TX0005827531 

	8/23/2003


	Animals. 

	TX0006203855 

	7/28/2005


	Area and volume formulas teacher's guide. 

	TX0005854001 

	11/21/2003


	Base Ten Fries : math activities for Base Ten Fries. 

	TX0005866681 

	11/21/2003


	Body basics : activity journal. 

	TX0005827635 

	8/13/2003


	Breaking earth's hold : activity guide. 

	TX0005827561 

	8/12/2003


	Breaking earth's hold : activity journal. 

	TX0005827540 

	8/12/2003


	Bubble science : activity guide. 

	TX0005827624 

	8/12/2003


	Bubble science : activity journal. 

	TX0005827633 

	8/12/2003


	Butterflies and moths : teacher's guide. 

	TX0005914936 

	2/10/2004


	Charge it! static electricity : activity guide. 

	TX0005827625 

	8/12/2003


	Charge it! static electricity : activity journal. 

	TX0005827636 

	8/12/2003


	Clear View--graphing : grades 5-8, teacher's guide : overhead transparencies, activity masters. 

	TX0005876336 

	11/21/2003


	Clear view of decimals : activities, masters, visuals, applications. 

	TX0005876337 

	11/21/2003


	Clear view of fractions : activities, masters, visuals, applications. 

	TX0005866615 

	11/21/2003


	Clear view of percent : activities, masters, visuals, applications. 

	TX0005876334 

	11/21/2003












			
	Title

	Reg. Number

	Reg. Date


	Clear view of personal checking : simulations, activities, masters, visuals. 

	TX0005876338 

	11/21/2003


	Clear view of tessellations : activities, masters, visuals. 

	TX0005866614 

	11/21/2003


	Clear view ratio & proportion. 

	TX0005876330 

	11/21/2003


	Clever levers : activity guide. 

	TX0005827580 

	8/12/2003


	Clever levers : activity journal. 

	TX0005827583 

	8/12/2003


	Color and light : teacher's guide. 

	TX0005920199 

	2/10/2004


	Crystal creations : activity guide. 

	TX0005827618 

	8/12/2003


	Crystal creations : activity journal. 

	TX0005827616 

	8/12/2003


	Data analysis and probability student activity guide / written by Eve Laubner Thibodeau ; editor, Kathryn S. Daniel ; graphic artist, Janis Rattet ; illustrator, Laurel Aiello. 

	TX0005748234 

	5/8/2003


	Data analysis and probablilty teacher's guide : no. 450-3563. 

	TX0005751739 

	5/8/2003


	Decimal Dog : math activities for the Decimal Dog. 

	TX0005866680 

	11/21/2003


	Delta science module / by Ana Costa. 

	TX0005808261 

	8/12/2003


	Delta science module : from seed to plant. 

	TX0005808265 

	8/12/2003


	Delta science module : plant and animla life cycles 

	TX0005808263 

	8/12/2003


	Delta science module : properties. 

	TX0005808262 

	8/12/2003


	Delta science module : simple machines. 

	TX0005808264 

	8/12/2003


	Delta science module, third edition : matter and change. 

	TX0006236223 

	9/30/2005


	Destination, moon : activity guide. 

	TX0005827581 

	8/12/2003


	Destination moon : activity journal. 

	TX0005827524 

	8/12/2003


	Detective lab : activity guide. 

	TX0005827634 

	8/12/2003












			
	Title

	Reg. Number

	Reg. Date


	Detective lab : activity journal. 

	TX0005827638 

	8/12/2003


	Dinosaurs and fossils : teacher's guide. 

	TX0005920198 

	2/10/2004


	Discovery guide dinosaurs : pre-K. 

	TX0005752836 

	5/8/2003


	Discovery guide : health and nutrition : pre-K. 

	TX0005752843 

	5/8/2003


	Discovery guide : insects and spiders : pre-K. 

	TX0005752839 

	5/8/2003


	Discovery guide : oceans : pre-K. 

	TX0005752838 

	5/8/2003


	Discovery guide : trees : pre-K. 

	TX0005752837 

	5/8/2003


	Discovery guide : weather : pre-K. 

	TX0005752842 

	5/8/2003


	Earth. 

	TX0006226019 

	7/28/2005


	Earth & sun : activity guide. 

	TX0005827549 

	8/12/2003


	Earth & sun : activity journal. 

	TX0005827550 

	8/12/2003


	Earth movements : teacher's guide. 

	TX0005914938 

	2/10/2004


	Earth processes. 

	TX0006203858 

	7/28/2005


	Electrical connections : activity guide. 

	TX0005827564 

	8/12/2003


	Electrical connections : activity journal. 

	TX0005827631 

	8/12/2003


	Electromagnetism : activity guide. 

	TX0005827575 

	8/12/2003


	Electromagnetism : activity journal. 

	TX0005827614 

	8/12/2003


	Energy & motion : activity guide. 

	TX0005827563 

	8/12/2003


	Energy & motion : activity journal. 

	TX0005827629 

	8/12/2003


	Feast of fractions : math activities for the Fraction Burger. 

	TX0005866682 

	11/21/2003


	Flight and rocketry : teacher's guide. 

	TX0005914937 

	2/10/2004


	Flight! gliders to jets : activity guide. 

	TX0005827578 

	8/12/2003


	Flight! gliders to jets : activity journal. 

	TX0005827615 

	8/12/2003


	Flowering plants : activity guide. 

	TX0005827528 

	8/12/2003


	Flowering plants : activity journal. 

	TX0005827559 

	8/12/2003












			
	Title

	Reg. Number

	Reg. Date


	Force and motion. 

	TX0005698992 

	5/8/2003


	Fossil formations : activity guide. 

	TX0005827639 

	8/12/2003


	Fossil formations : activity journal. 

	TX0005827619 

	8/12/2003


	Fraction Burger : math activities for the Fraction Burger. 

	TX0005866683 

	11/21/2003


	Fraction concepts : student activity guide. 

	TX0005698997 

	5/8/2003


	Fraction concepts teacher's guide : no. 450-3366. 

	TX0005751738 

	5/8/2003


	Fractions and decimals student activity guide : no. 550-3541. 

	TX0005751743 

	5/8/2003


	Fractions and decimals teacher's guide : no. 450-3399. 

	TX0005751745 

	5/8/2003


	From seed to plant. 

	TX0005752831 

	5/8/2003


	Gases : activity journal. 

	TX0005827530 

	8/12/2003


	Gasses : activity guide. 

	TX0005827573 

	8/23/2003


	Gears at work : activity guide. 

	TX0005827626 

	8/12/2003


	Gears at work : activity journal. 

	TX0005827623 

	8/12/2003


	Geometry student activity guide : grades 3-4. 

	TX0005751725 

	5/8/2003


	Geometry teacher's guide : grades 3-4. 

	TX0005751726 

	5/8/2003


	Geometry teacher's guide : grades 5-6. 

	TX0005751734 

	5/8/2003


	Graphing : grades 1-3, teacher's guide. 

	TX0005876335 

	11/21/2003


	Hexagonoes addition and subtraction : level 2, teacher guide. 

	TX0005867049 

	11/21/2003


	Hexagonoes base ten : teacher guide. 

	TX0005867050 

	11/21/2003


	Hexagonoes fractions with Delta's Fraction Burger : teacher guide. 

	TX0005867054 

	11/21/2003


	Hexagonoes money : teacher guide. 

	TX0005867052 

	11/21/2003


	Hexagonoes multiplication : level 1, teacher guide. 

	TX0005867055 

	11/21/2003












			
	Title

	Reg. Number

	Reg. Date


	Hexagonoes order of operations : teacher guide. 

	TX0005867053 

	11/21/2003


	Hexagonoes patterns : teacher guide. 

	TX0005867057 

	11/21/2003


	Hexagonoes percents : level 1, teacher guide. 

	TX0005867048 

	11/21/2003


	Hexagonoes ratio & proportion : level 2, teacher guide. 

	TX0005867056 

	11/21/2003


	Hexagonoes scientific notation : teacher guide. 

	TX0005867051 

	11/21/2003


	How do we learn? 

	TX0006203857 

	7/28/2005


	Human machine : activity guide. 

	TX0005827572 

	8/12/2003


	Human machine : activity journal. 

	TX0005827558 

	8/12/2003


	Interaction and systems : Delta Education SCIS 3+ : level 2 : teacher's guide / Herbert D. Thier, Robert C. Knott. 

	TX0005832399 

	11/21/2003


	Investigating water : teacher's guide. 

	TX0005914935 

	2/10/2004


	Is it alive? : activity guide 

	TX0005827525 

	8/12/2003


	Is it alive? : activity journal. 

	TX0005827582 

	8/12/2003


	Liquids : activity guide. 

	TX0005827584 

	8/12/2003


	Liquids : activity journal. 

	TX0005827548 

	8/12/2003


	Magnet magic : activity guide. 

	TX0005827576 

	8/12/2003


	Magnet magic : activity journal. 

	TX0005827622 

	8/13/2003


	Magnets : teacher's guide. 

	TX0005914934 

	2/10/2004


	Material objects : Delta Education SCIS 3+. 

	TX0005867363 

	11/21/2003


	Math tune-ups : addition and subtraction : teacher's guide : games specially created to practice and review basic facts and skills. 

	TX0005748060 

	5/8/2003












			
	Title

	Reg. Number

	Reg. Date


	Math tune-ups : fractions : teacher's guide : games specially created to practice and review basic facts and skills. 

	TX0005748061 

	5/8/2008


	Math Tune-Ups : multiplication and division : teacher's guide. 

	TX0005752847 

	5/8/2003


	Measurement student activity guide / Eve Laubner Thibodeau, Lisa Lachance, John Prescott, and Mathew Bacon ; ill. by Coni Porter, Nancy Schoefl and Cheryl Wolf.. 

	TX0005748238 

	5/8/2003


	Measurement student activity guide / written and edited by Eve Laubner ; graphic artist, J. M. Rattet ; illustrator, Nancy Schoefl. 

	TX0005748235 

	5/8/2003


	Measurement teacher's guide : grades 1-3 : transparency teaching system. 

	TX0005853992 

	11/21/2003


	Measurment teacher's guide : grades 2-3. 

	TX0005751727 

	5/8/2003


	Measurment teacher's guide : grades 4-5. 

	TX0005751728 

	5/8/2003


	Metric tools : student activity guide. 

	TX0005698993 

	5/8/2003


	Metric tools teacher's guide : no. 450-3552. 

	TX0005751736 

	5/8/2003


	Microworlds : activity guide. 

	TX0005827586 

	8/12/2003


	Microworlds : activity journal. 

	TX0005827539 

	8/12/2003


	Money : student activity guide. 

	TX0005698996 

	5/8/2003


	Money teacher's guide : no. 450-3377. 

	TX0005751744 

	5/8/2003


	Multiplication and division student activity guide : no. 550-3728. 

	TX0005751742 

	5/8/2003


	Multiplication and division teacher's guide : no. 450-3530. 

	TX0005751735 

	5/8/2003


	Newton's toy box. 

	TX0006203859 

	7/28/2005


	Oceans alive! : activity guide. 

	TX0005827543 

	8/12/2003












			
	Title

	Reg. Number

	Reg. Date


	Oceans alive! : activity journal. 

	TX0005827571 

	8/12/2003


	Oceans in motion : activity guide. 

	TX0005827551 

	8/12/2003


	Oceans in motion : activity journal. 

	TX0005827569 

	8/12/2003


	One & only you : activity guide. 

	TX0005827557 

	8/12/2003


	One & only you : activity journal. 

	TX0005827538 

	8/12/2003


	Organisms : Delta Education SCIS 3+. 

	TX0005867362 

	11/21/2003


	Our changing earth : activity guide. 

	TX0005827533 

	8/12/2003


	Our changing earth : activity journal. 

	TX0005827545 

	8/12/2003


	Peek inside you : activity guide. 

	TX0005827587 

	8/12/2003


	Peek inside you : activity journal. 

	TX0005827532 

	8/12/2003


	Physical and chemical changes : activity guide. 

	TX0005827585 

	8/12/2003


	Physical and chemical changes : activity journal. 

	TX0005827526 

	8/12/2003


	Planets & stars : activity guide. 

	TX0005827522 

	8/12/2003


	Planets & stars : activity journal. 

	TX0005827570 

	8/12/2003


	Plants. 

	TX0006203856 

	7/28/2005


	Pollution : teacher's guide. 

	TX0005805185 

	2/10/2004


	Ponds & streams : activity guide. 

	TX0005827529 

	8/12/2003


	Ponds & streams : activity journal. 

	TX0005827560 

	8/12/2003


	Populations : level 3 : Delta Education SCIS 3+ teacher's guide / Robert C. Knott, Herbert D. Thier. 

	TX0005876332 

	11/21/2003


	Pre-algebra teacher's guide : grades 5 to 8 : transparency teaching system. 

	TX0005853991 

	11/21/2003


	Probability : student activity guide. 

	TX0005752846 

	5/8/2003


	Probability teacher's guide : no. 450-3421. 

	TX0005751733 

	5/8/2003












			
	Title

	Reg. Number

	Reg. Date


	Problem solving student activity guide, grade 3-4 / written by Patti Vyzralek ; ill. by Nancy Schoefl. 

	TX0005748233 

	5/8/2003


	Problem solving teacher's guide : grades 3-4. 

	TX0005751732 

	5/8/2003


	Problem solving teacher's guide : grades 5-6. 

	TX0005751731 

	5/8/2003


	Properties. 

	TX0005752832 

	5/8/2003


	Pulley power : activity guide. 

	TX0005827562 

	8/12/2003


	Pulley power : activity journal. 

	TX0005827547 

	8/12/2003


	Ratio, proportion, and percent student activity guide / editor, Eve Laubner Thibodeau ; writer, Robert W. Smith ; graphic artist, J. M. Rattet ; illustrator, Nancy Schoefl. 

	TX0005748237 

	5/8/2003


	Ratio, proportion, and percent student activity guide / editor, Eve Laubner Thibodeau ; writer, Robert W. Smith ; graphic artist, J. M. Rattet ; illustrator, Nancy Schoefl. 

	TX0005748236 

	5/8/2003


	Ratio, proportion, and percent teacher's guide : no. 450-3541. 

	TX0005751740 

	5/8/2003


	Reasoning with patterns teacher's guide : grades 1-3. 

	TX0005876333 

	11/21/2003


	Rock origins : activity guide. 

	TX0005827577 

	8/12/2003


	Rock origins : activity journal. 

	TX0005827568 

	8/12/2003


	Rocks and minerals. 

	TX0005913101 

	2/10/2004


	Rocks and minerals : teacher's guide. 

	TX0005920197 

	2/10/2004


	Science in a nutshell : weather wise activity guide. 

	TX0005806904 

	8/12/2003


	Scientific theories : Delta Education SCIS 3+ : level 6 : teacher's guide / Herbert D. Thier, Robert C. Knott. 

	TX0005832400 

	11/21/2003


	SCIS 3+ communites : student journal. 

	TX0005876161 

	11/21/2003












			
	Title

	Reg. Number

	Reg. Date


	SCIS 3+ ecosystems : student journal. 

	TX0005876166 

	11/21/2003


	SCIS 3+ energy sources : student journal. 

	TX0005876165 

	11/21/2003


	SCIS 3+ environments : student journal. 

	TX0005876168 

	11/21/2003


	SCIS 3+ interaction and systems : student journal. 

	TX0005876160 

	11/21/2003


	SCIS 3+ life cycles : student journal. 

	TX0005876162 

	11/21/2003


	SCIS 3+ populations : student journal. 

	TX0005876163 

	11/21/2003


	SCIS 3+ relative position and motion : student journal. 

	TX0005876164 

	11/21/2003


	SCIS 3+ scientific theories : student journal. 

	TX0005876159 

	11/21/2003


	SCIS 3+ subsystems and variables : student journal. 

	TX0005876167 

	11/21/2003


	Seed mysteries : activity guide. 

	TX0005827627 

	8/12/2003


	Seed mysteries : activity journal. 

	TX0005827617 

	8/12/2003


	Sky. 

	TX0006236194 

	9/30/2005


	Small wonders : activity guide. 

	TX0005827556 

	8/12/2003


	Small wonders : activity journal. 

	TX0005827541 

	8/12/2003


	Smell, taste, touch : activity guide. 

	TX0005827567 

	8/12/2003


	Smell, taste, touch : activity journal. 

	TX0005827579 

	8/12/2003


	Soil science : teacher's guide. 

	TX0005914933 

	2/10/2004


	Soil studies : activity guide. 

	TX0005827523 

	8/12/2003


	Soil studies : activity journal. 

	TX0005827542 

	8/12/2003


	Solids : activity guide. 

	TX0005827527 

	8/12/2003


	Solids : activity journal. 

	TX0005827534 

	8/12/2003


	Sorting. 

	TX0006203793 

	7/28/2005


	Sound vibrations : activity guide. 

	TX0005827632 

	8/12/2003


	Sound vibrations : activity journal. 

	TX0005827621 

	8/12/2003












			
	Title

	Reg. Number

	Reg. Date


	Student activity guide. 

	TX0005752834 

	5/8/2003


	Subsystems and variables : Delta Education SCIS 3+ : level 3 : teacher's guide / Herbert D. Thier, Robert C. Knott. 

	TX0005832401 

	11/21/2003


	Sunshine and shadows : teacher's guide. 

	TX0005805188 

	2/10/2004


	Time : student activity guide. 

	TX0005698995 

	5/8/2003


	Time teacher's guide : no. 450-3355. 

	TX0005751737 

	5/8/2003


	Vision & hearing : activity guide. 

	TX0005827566 

	8/12/2003


	Vision & hearing : activity journal. 

	TX0005827637 

	8/12/2003


	Water cycle : activity guide. 

	TX0005827535 

	8/12/2003


	Water cycle : activity journal. 

	TX0005827536 

	8/12/2003


	Water cycle : teacher's guide. 

	TX0005805186 

	2/10/2004


	Water physics : activity guide. 

	TX0005827537 

	8/12/2003


	Water physics : activity journal. 

	TX0005827620 

	8/12/2003


	Weather. 

	TX0006203792 

	7/28/2005


	Weather watching : teacher's guide. 

	TX0005810349 

	8/12/2003


	Weather wise : activity journal. 

	TX0005827630 

	8/12/2003


	Wheels at work : activity guide. 

	TX0005827546 

	8/12/2003


	Wheels at work : activity journal. 

	TX0005827544 

	8/12/2003


	Where is it? is it moving? 

	TX0006236195 

	9/30/2005


	Work plane & simple : activity guide. 

	TX0005827565 

	8/12/2003


	Work plane & simple : activity journal. 

	TX0005827628 

	8/12/2003




	Electromagnetism reader

	TX0006403153

	6/26/2006


	Plant and animal population reader

	TX0006403154

	6/26/2006


	Erosion reader

	TX0006403155

	6/26/2006


	Plants reader

	TX0006403156

	6/26/2006












			
	Title

	Reg. Number

	Reg. Date


	Matter

	TX0006403157

	6/26/2006


	Sink or float?  Reader

	TX0006403158

	6/26/2006


	Earth, moon, and sun reader

	TX0006403159

	6/26/2006


	DNA : from genes to protein reader

	TX0006403160

	6/26/2006


	Subsystems and variables : (level 3), teacher's guide

	TX0000277639

	7/10/1979


	Ecosystems : (level 6), teacher's guide

	TX0000277640

	7/10/1979


	Communities : level 5 : teacher’s guide

	TX0000279334

	7/10/1979


	Organisms : level 1 : teacher's guide

	TX0000279335

	7/10/1979


	Scientific theories : level 6 : teacher's guide

	TX0000279336

	7/10/1979


	Life cycles : level 2 :teacher's guide 

	TX0000279337

	7/10/1979


	Energy sources : level 5 : teacher's guide

	TX0000285176

	7/10/1979


	Populations : level 3 : teacher's guide

	TX0000285177

	7/10/1979


	Interactions and systems : level 2 : teacher's guide

	TX0000285178

	7/10/1979


	Environments : level 4 : teacher's guide

	TX0000285179

	7/10/1979


	Material objects : level 1 : teacher's guide

	TX0000285180

	7/10/1979


	Relative position and motion : level 4 : teacher's guide

	TX0000285181

	7/10/1979


	Beginnings : kindergarten or preschool : teacher's guide

	TX0000285182

	7/10/1979


	Energy sources

	TX0000334304

	9/17/1979


	Scientific theories

	TX0000334305

	9/17/1979


	Materials objects

	TX0000334306

	9/17/1979


	Interaction and systems

	TX0000334307

	9/17/1979


	Subsystems and variables

	TX0000334308

	9/17/1979












			
	Title

	Reg. Number

	Reg. Date


	Relative position and motion

	TX0000334309

	9/17/1979


	Ecosystems

	TX0000334310

	9/17/1979


	Communities

	TX0000334311

	9/17/1979


	Environments

	TX0000334312

	9/17/1979


	Populations

	TX0000334313

	9/17/1979


	Life cycles

	TX0000334314

	9/17/1979


	Organisms 

	TX0000336509

	9/17/1979


	Air rocket : curriculum resource guide : force, motion and energy. 

	TX0005661277 

	12/19/2002


	Atom building game : structure of the atom. 

	TX0005643457 

	12/19/2002


	Bathymetric map with land topography : [World] 

	VA0001264564 

	6/6/2004


	Car and ramp : force and motion. 

	TX0005643458 

	12/19/2002


	CPO Science Earth Science Investigation Manual. 

	TX0006947238 

	4/14/2008


	CPO Science Earth Science Student Text Book. 

	TX0006939698 

	4/14/2008


	CPO Science Earth Science Teacher Guide. 

	TX0006939695 

	4/14/2008


	CPO Science Life Science Electronic Book. 

	TX0006989877 

	4/14/2008


	CPO Science Life Science Examview Test Bank. 

	TX0006989236 

	4/14/2008


	CPO Science Life Science Investigation Manual. 

	TX0006941501 

	4/14/2008


	CPO Science Life Science Lesson Organizer. 

	TX0006989223 

	4/14/2008


	CPO Science Life Science Student Text Book. 

	TX0006940713 

	4/14/2008












			
	Title

	Reg. Number

	Reg. Date


	CPO Science Life Science Teacher Guide. 

	TX0006940703 

	4/14/2008


	CPO Science Life Science Teacher Resource CD. 

	TX0006989231 

	4/14/2008


	CPO Science Life Science Teaching Illustrations. 

	TX0006989228 

	4/14/2008


	CPO Science Physical Science Electronic Book. 

	TX0006989905 

	4/14/2008


	CPO Science Physical Science Examview Test Bank. 

	TX0006989968 

	4/14/2008


	CPO Science Physical Science Investigation Manual. 

	TX0006941513 

	4/14/2008


	CPO Science Physical Science Lesson Organizer. 

	TX0006989897 

	4/14/2008


	CPO Science Physical Science Student Text Book. 

	TX0006940658 

	4/14/2008


	CPO Science Physical Science Teacher Guide. 

	TX0006940706 

	4/14/2008


	CPO Science Physical Science Teacher Resource CD. 

	TX0006989965 

	4/14/2008


	CPO Science Physical Science Teaching Illustrations. 

	TX0006989941 

	4/14/2008


	Electric circuits : curriculum resource guide : electricity and circuits. 

	TX0005661281 

	12/19/2002


	Electric motor : electricity and magnetism. 

	TX0005643452 

	12/19/2002


	Focus on Earth Science Electronic Book. 

	TX0006933062 

	4/14/2008


	Focus on Earth Science Exam View Text Bank. 

	TX0006933640 

	4/14/2008


	Focus on Earth Science Investigation Manual. 

	TX0006933185 

	4/14/2008


	Focus on Earth Science Lesson Organizer. 

	TX0006933056 

	4/14/2008












			
	Title

	Reg. Number

	Reg. Date


	Focus on Earth Science Spanish Components CD. 

	TX0006933139 

	4/14/2008


	Focus on Earth Science Spanish Electronic Book. 

	TX0006933135 

	4/14/2008


	Focus on Earth Science Spanish Investigation Manual. 

	TX0006933174 

	4/14/2008


	Focus on Earth Science Spanish Student Text Book. 

	TX0006933192 

	4/14/2008


	Focus on Earth Science Student Textbook. 

	TX0006933199 

	4/14/2008


	Focus on Earth Science Teacher's Guide. 

	TX0006933209 

	4/14/2008


	Focus on Earth Science Teacher's Resource CD. 

	TX0006933072 

	4/14/2008


	Focus on Earth Science Teaching Illustrations. 

	TX0006933084 

	4/14/2008


	Focus on Life Science Electronic book. 

	TX0007195180 

	4/14/2008


	Focus on Life Science Exam View Test Bank. 

	TX0007127016 

	4/14/2008


	Focus on Life Science Investigation Manual. 

	TX0007126275 

	4/14/2008


	Focus on Life Science Lesson Organizer. 

	TX0007194967 

	4/14/2008


	Focus on Life Science Spanish Components CD. 

	TX0007194972 

	4/14/2008


	Focus on Life Science Spanish Electronic Book. 

	TX0007194963 

	4/14/2008


	Focus on Life Science Spanish Investigation Manual. 

	TX0007127021 

	4/14/2008


	Focus on Life Science Spanish Student Text. 

	TX0007126303 

	4/14/2008


	Focus on Life Science Student Text. 

	TX0007126309 

	4/14/2008


	Focus on Life Science Teacher Guide. 

	TX0007126320 

	4/14/2008












			
	Title

	Reg. Number

	Reg. Date


	Focus on Life Science Teacher Resource CD. 

	TX0007195159 

	4/14/2008


	Focus on Physical Science Electronic Book. 

	TX0007132093 

	4/14/2008


	Focus on Physical Science Teaching Illustrations. 

	TX0007162140 

	4/14/2008


	Foundations of physical science. 

	TX0006191850 

	6/13/2005


	Foundations of Physical Science 3rd Edition Investigation Manual. 

	TX0007391167 

	4/20/2011


	Foundations of Physical Science 3rd Edition Student Text Book. 

	TX0007391170 

	4/20/2011


	Foundations of Physical Science 3rd Edition Teacher Guide. 

	TX0007391173 

	4/20/2011


	Foundations of physical science blackline masters. 

	TX0005801990 

	9/19/2003


	Foundations of physical science color teaching tools. 

	TX0005872256 

	9/19/2003


	Foundations of physical science : electronic book. 

	TX0006172818 

	6/13/2005


	Foundations of physical science electronic book. 

	TX0005872257 

	9/19/2003


	Foundations of physical science : ExamView test bank. 

	TX0005643760 

	12/19/2002


	Foundations of physical science investigations. 

	TX0006191699 

	6/13/2005


	Foundations of physical science : investigations / Tom Hsu. 

	TX0005659139 

	12/19/2002


	Foundations of physical science : skill and practice worksheets. 

	TX0005659137 

	12/19/2002


	Foundations of physical science : teacher's guide. 

	TX0005653856 

	12/19/2002


	Foundations of physical science / Tom Hsu. 

	TX0005659140 

	12/19/2002












			
	Title

	Reg. Number

	Reg. Date


	Foundations of physical science with earth and space science : blackline masters. 

	TX0005817995 

	9/22/2003


	Foundations of physical science with earth and space science color teaching tools. 

	TX0005872258 

	9/22/2003


	Foundations of physical science with earth and space science electronic book. 

	TX0005872259 

	9/22/2003


	Foundations of physical science with earth and space science : Exam View Test Bank. 

	TX0005817988 

	9/22/2003


	Foundations of physical science with earth and space science : skill and practice worksheets. 

	TX0005817987 

	9/22/2003


	Foundations of physical science with earth and space science / Tom Hsu. 

	TX0005776361 

	6/6/2003


	Foundations of physical science with earth and space studies / Tom Hsu. 

	TX0005800659 

	9/22/2003


	Foundations of physical with earth and space science / Tom Hsu. 

	TX0005803829 

	8/15/2003


	Foundations of physics. 

	TX0006001517 

	6/6/2004


	Foundations of Physics 2nd Edition Examview Test Bank. 

	TX0007388448 

	4/26/2011


	Foundations of Physics 2nd Edition Investigation Manual. 

	TX0007388215 

	4/26/2011


	Foundations of Physics 2nd Edition Student Text Book. 

	TX0007388362 

	4/26/2011


	Foundations of Physics 2nd Edition Teacher Guide. 

	TX0007388274 

	4/26/2011


	Foundations of Physics 2nd Edition Teacher Resource CD. 

	TX0007388430 

	4/26/2011


	Foundations of physics : electronic book. 

	TX0006052070 

	6/6/2004












			
	Title

	Reg. Number

	Reg. Date


	Foundations of physics ExamView Test Bank. 

	TX0005993630 

	6/6/2004


	Foundations of physics : investigations / Tom Hsu. 

	TX0005913042 

	1/16/2004


	Foundations of physics : teacher's guide / Tom Hsu. 

	TX0005994977 

	6/6/2004


	Foundations of physics / Tom Hsu. 

	TX0005836561 

	8/19/2003


	Gears and levers : curriculum resource guide : gears levers and rotating machines. 

	TX0005661280 

	12/19/2002


	Gravity drop : free fall and the gravity drop. 

	TX0005643454 

	12/19/2002


	Integrated physics and chemistry ExamView test bank. 

	TX0005835009 

	12/20/2002


	Integrated physics and chemistry investigations / Tom Hsu. 

	TX0005803522 

	12/20/2002


	Integrated physics and chemistry : skill and practice worksheets. 

	TX0005659138 

	12/20/2002


	Integrated physics and chemistry : teacher's guide / Tom Hsu. 

	TX0005659141 

	12/20/2002


	Integrated physics and chemistry / Tom Hsu. 

	TX0005803523 

	12/20/2002


	Integrated science : an investigative approach. 

	TX0006173600 

	6/13/2005


	Integrated science : an investigative approach : electronic book. 

	TX0006166497 

	6/13/2005


	[Integrated science : an investigative approach exam view test bank] 

	TX0006172772 

	6/13/2005


	Integrated science : an investigative approach : Investigations. 

	TX0006176273 

	6/13/2005


	Integrated science : an investigative approach : teacher's guide. 

	TX0006191851 

	6/13/2005


	Integrated science : an investigative approach : teachers support CD-ROM. 

	TX0006166495 

	6/13/2005












			
	Title

	Reg. Number

	Reg. Date


	Introduction to earth and space science. 

	TX0005866196 

	9/19/2003


	Introduction to Earth and space science : investigations. / Tom Hsu. 

	TX0005817939 

	8/15/2003


	Introduction to Earth and space science / Tom Hsu. 

	TX0005776744 

	6/6/2003


	Introduction to earth and space science / Tom Hsu. 

	TX0005786573 

	9/19/2003


	Light and optics : properties of light. 

	TX0005643451 

	12/19/2002


	Marble launcher : curriculum resource guide : projectile motion. 

	TX0005661278 

	12/19/2002


	Pendulum : harmonic motion. 

	TX0005643450 

	12/19/2002


	Periodic puzzle : chemistry and the elements. 

	TX0005643453 

	12/19/2002


	Periodic table tiles : curriculum resource guide : chemistry and the elements. 

	TX0005661279 

	12/19/2002


	Physics a first course. 

	TX0006141984 

	2/28/2005


	Physics A First Course Electronic Book. 

	TX0007235289 

	4/16/2008


	Physics : a first course electronic book. 

	TX0006198516 

	6/13/2005


	Physics A First Course Examview Test Bank. 

	TX0007219868 

	12/16/2008


	Physics A First Course Exam View Test Bank

	TX0006183169

	6/13/2005


	Physics A First Course Investigation Manual

	TX0007219870

	12/16/2008


	Physics a first course investigations. 

	TX0006125083 

	2/24/2005


	Physics A First Course Proplanner. 

	TX0007235275 

	4/16/2008


	Physics A First Course Student Text Book. 

	TX0007235140 

	4/16/2008


	Physics A First Course Teacher Guide. 

	TX0007219861 

	12/16/2008


	Physics, a first course : teacher's guide / Tom Hsu. 

	TX0006208070 

	6/13/2005












			
	Title

	Reg. Number

	Reg. Date


	Physics : a first course teachers support CD Rom. 

	TX0006198517 

	6/13/2005


	Rollercoaster : energy and energy conservation. 

	TX0005643449 

	12/19/2002


	Ropes and pulleys : force, work and energy. 

	TX0005643456 

	12/19/2002


	Sound and waves : music, sound and waves. 

	TX0005643455 

	12/19/2002


	Teaching through investigations physical science and physics and chemistry DVD series. 

	TX0005783473 

	12/20/2002


	Teaching through investigations physical science and physics and chemistry video series. 

	TX0005783461 

	12/20/2002


	CPO Science Earth Science Electronic Book. 

	TX0006937162 

	4/14/2008


	CPO Science Earth Science Examview Test Bank. 

	TX0006954526 

	4/14/2008


	CPO Science Earth Science Lesson Organizer. 

	TX0006937093 

	4/14/2008


	CPO Science Earth Science Teacher Resource CD. 

	TX0006937150 

	4/14/2008


	CPO Science Earth Science Teaching Illustrations. 

	TX0006937146 

	4/14/2008


	Focus on Physical Science Exam View Test Bank. 

	TX0007131667 

	4/14/2008


	Focus on Physical Science Investigation Manual. 

	TX0007131982 

	4/14/2008


	Focus on Physical Science Lesson Organizer. 

	TX0007131502 

	4/14/2008


	Focus on Physical Science Spanish Components CD. 

	TX0007139267 

	4/14/2008


	Focus on Physical Science Spanish Electronic Book. 

	TX0007137812 

	4/14/2008












			
	Title

	Reg. Number

	Reg. Date


	Focus on Physical Science Spanish Investigation Manual. 

	TX0007356040 

	4/14/2008


	Focus on Physical Science Spanish Student Text Book. 

	TX0007137830 

	4/14/2008


	Focus on Physical Science Student Text Book. 

	TX0007132216 

	4/14/2008


	Focus on Physical Science Teacher Resource CD. 

	TX0007137820 

	4/14/2008


	Foundations of Physical Science 3rd Edition Multimedia DVD. 

	TX0007391165 

	4/20/2011


	Foundations of Physical Science 3rd Edition Teacher Resource CD. 

	TX0007391151 

	4/20/2011


	Physical, Earth, and Space Science Examview Test Bank. 

	TX0007388979 

	4/26/2011


	Physical, Earth, and Space Science Investigation Manual. 

	TX0007389189 

	4/26/2011


	Physical, Earth, and Space Science Multimedia DVD. 

	TX0007392672 

	4/26/2011


	Physical, Earth, and Space Science Student Text Book. 

	TX0007389186 

	4/26/2011


	Physical, Earth, and Space Science Teacher Resource CD. 

	TX0007392673 

	4/26/2011


	Physical, Earth, and Space Science Teacher's Guide. 

	TX0007388873 

	4/26/2011


	Physics A First Course Teacher Resource CD. 

	TX0007229600 

	4/16/2008


	Focus on Life Science Teaching Illustrations. 

	TX0007195147 

	4/14/2008


	Frey Scientific Company : [catalog] : high school and college science materials. 

	TX0000446751

	4/4/1980


	Frey Scientific Company : [catalog] : high school and college science materials. 

	TX0000228899

	4/16/1979


	Leaves of North America. 

	TX0002020336 

	1/16/1987












			
	Title

	Reg. Number

	Reg. Date


	Optical illusion. 

	TXu000476194 

	4/8/1991


	Periodic table and atomic data. 

	TX0001410039 

	7/30/1984


	Periodic table and atomic data : with illustrated text of nuclear terms. 

	TX0000685984 

	5/11/1981


	Profile map showing oceanic features. 

	TX0003146858 

	4/18/1991


	Animal tissues : structure of skin, bone, muscle, and nerve. 

	TX0000770919 

	8/31/1981


	Bacteria and virus : structure of bacteria and virus. 

	TX0000770922 

	8/31/1981


	DNA--the basis of life : structure and nature of hereditary material. 

	TX0000770921 

	8/31/1981


	Ecology : carbon and nitrogen cycles. 

	TX0000770923 

	8/31/1981


	Evolution : four elements of modern synthetic theory. 

	TX0000770913 

	8/31/1981


	Frey biology charts : origin, composition, and evolution of living matter : [no.] 1. 

	TX0000770912 

	8/31/1981


	Frey Scientific Company : [catalog] : high school and college science materials. 

	TX0001555051  TX0001552319  TX0001555048

	4/5/1985 4/5/1985 4/5/1985


	Frey Scientific Company : [catalog] : high school and college science materials. 

	TX0001289581  TX0001289583

	2/24/1984 2/24/1984 


	Frey Scientific Company : [catalog] : high school and college science materials. 

	TX0001089635  TX0001089718

	3/25/1983 3/25/1983


	Frey Scientific Company : [catalog] : high school and college science materials. 

	TX0000947371  TX0000926359

	3/18/1982 3/18/1982


	Frey Scientific Company : [catalog] : high school and college science materials. 

	TX0000651650  TX0000657272

	3/16/81  3/3/81


	Frey Scientific Company elementary science : catalog no. 384. 

	TX0001473941 

	3/22/1984












			
	Title

	Reg. Number

	Reg. Date


	Generalized cell : structure of a typical cell. 

	TX0000770914 

	8/31/1981


	Meiosis : sexual reproduction of cells. 

	TX0000770916 

	8/31/1981


	Mitosis : asexual reproduction of cells. 

	TX0000770915 

	8/31/1981


	Monohybrid cross : Mendel's classic pea plant cross. 

	TX0000770920 

	8/31/1981


	Photosynthesis : cyclic and noncyclic light reaction and carbon fixation. 

	TX0000770917 

	8/31/1981


	Plant tissues : structure of leaf, stem, and root. 

	TX0000770918 

	8/31/1981


	IntelPlay QX3 computer microscope, school edition : curriculum guide. 

	TX0005663722 

	10/25/2002







PREMIER AGENDAS, INC.

			
	Title

	Reg. Number

	Reg. Date


	Discover book log. 

	TX0005691112 

	2/26/2003


	2003 family in focus calendar. 

	TX0005691113 

	2/26/2003


	94/95. 

	TX0004485973 

	8/29/1996


	Academic 2001/2002 : student planner. 

	TX0005579875 

	6/21/2002


	Agenda 1994/1995. 

	TX0004485971 

	8/29/1996


	Agenda program manual for educators to help maximize school effectiveness. 

	TX0004962448 

	4/12/1999


	American High School student handbook 2001-2002. 

	TX0005579851 

	6/21/2002


	American middle school student handbook, 2001-2002. 

	TX0005575743 

	6/21/2002


	Building character. 

	TX0005578425 

	6/21/2002


	Building Good Character. 

	TX0007232365 

	9/24/2008


	Catholic Resource Supplement- Elementary. 

	TX0007232569 

	10/7/2008












			
	Title

	Reg. Number

	Reg. Date


	Catholic Resource Supplement- Middle and High School. 

	TX0007219036 

	9/24/2008


	Central High School school agenda '93-94. 

	TX0004346836 

	8/29/1996


	Conflict resolution. 

	TX0005706279 

	2/26/2003


	D. Russell Parks Junior High School : student handbook '90-'91 : sample : Premier middle school reminder '90-'91. 

	TX0004485975 

	8/29/1996


	Destination--character / material written by Ann C. Dotson & Karen D. Wisont. 

	TX0005579855 

	6/21/2002


	Drug and Alcohol Prevention. 

	TX0007232377 

	9/24/2008


	Elementary Study Skills and Test Preparation. 

	TX0007232280 

	9/24/2008


	Enter the Premier circle of success and develop a community of learners : Premier school agenda. 

	TX0004485974 

	8/29/1996


	Eudora Senior High School : Premier School Agendas '92-93. 

	TX0004360229 

	8/29/1996


	Fiesta Lincoln-Mercury auto agenda '96. 

	TX0004482039 

	8/29/1996


	Financial Planning. 

	TX0007232283 

	9/24/2008


	Franklin collegiate events planner/agenda. 

	TX0005123385 

	1/11/2000


	Franklin compass agenda : 1998/99. 

	TX0004962461 

	4/12/1999


	George Washington Carver Magnet School : student handbook 93-94. 

	TX0004485972 

	8/29/1996


	Health and Wellness. 

	TX0007146365 

	9/30/2008


	If I plan to learn, I must learn to plan. 

	TX0004797072 

	6/12/1998


	Journeying in our faith. 

	TX0005837200 

	6/21/2003


	Kaimuki High School student handbook 2001-2002. 

	TX0005811847 

	6/21/2003


	Lincoln Elementary School student handbook, 2002-2003. 

	TX0005575742 

	6/21/2002












			
	Title

	Reg. Number

	Reg. Date


	Loda Grade School student handbook, 2001-2002. 

	TX0005575747 

	6/21/2002


	Making Character Count. 

	TX0007144213 

	9/30/2008


	My journal. 

	TX0004791781 

	6/12/1998


	My journal. 

	TX0004346838 

	8/29/1996


	Online Safety. 

	TX0007146220 

	9/30/2008


	Personal planning & study resource guide. 

	TX0004341561 

	7/15/1996


	Plan for success 2002-2003 planner. 

	TX0005579866 

	6/21/2002


	Premier Agenda for CollegeEd - Freshman Edition 2008-2009. 

	TX0007215645 

	10/24/2008


	Premier Agenda for CollegeEd - Middle School Edition 2008-2009. 

	TX0007224294 

	11/3/2008


	Premier Agenda for CollegeEd - Senior Edition 2008-2009. 

	TX0007201590 

	10/16/2008


	Premier Agenda for CollegeEd Sophomore Edition 2008-2009. 

	TX0007161603 

	10/16/2008


	Premier auto agenda. 

	TX0004482038 

	8/29/1996


	Premier Bilingual Spanish-English Agenda Middle Level Edition 2008-2009. 

	TX0007190057 

	9/12/2008


	Premier binder reminder, 1994-1995. 

	TX0004346839 

	8/29/1996


	Premier binder reminder '90-91. 

	TX0003745173 

	6/17/1994


	Premier binder reminder 91/92. 

	TX0003745067 

	4/26/1994


	Premier Character Development Agenda Elementary Edition 2008-2009. 

	TX0007233192 

	10/6/2008


	Premier Character Development Agenda - Primary Edition 2008-2009. 

	TX0007234888 

	10/7/2008


	Premier compass agenda, 2000-2001. 

	TX0005241010 

	7/5/2000


	Premier compass agenda : PCA : millennium : agenda 1999-2000. 

	TX0005126817 

	1/11/2000


	Premier Compass Planner 2008-2009. 

	TX0007161589 

	10/10/2008












			
	Title

	Reg. Number

	Reg. Date


	Premier discover agenda. 

	TX0005579838 

	6/21/2002


	Premier discover agenda, 2002-03. 

	TX0005575744 

	6/21/2002


	Premier discover agenda, 2002-03. 

	TX0005575746 

	6/21/2002


	Premier discover agenda, 2002-03. 

	TX0005914302 

	2/13/2004


	Premier Early Learning Agenda. 

	TX0007187707 

	9/30/2008


	Premier elementary agenda 1996-1997. 

	TX0004346837 

	8/29/1996


	Premier elementary agenda, 1998-1999. 

	TX0004960012 

	4/12/1999


	Premier elementary agenda, 2000-2001. 

	TX0005241011 

	7/5/2000


	Premier elementary agenda, 2001-2002. 

	TX0005420297 

	7/27/2001


	Premier Elementary Agenda : class act : 1997-1998. 

	TX0004791748 

	6/12/1998


	Premier elementary level agenda. 

	TX0005125329 

	1/11/2000


	Premier Faith and Life Agenda Elementary Edition 2008-2009. 

	TX0007252989 

	10/7/2008


	Premier Faith and Life Agenda High School Edition, 2008-2009. 

	TX0007135172 

	10/10/2008


	Premier Faith and Life Agenda Middle Level Edition 2008-2009. 

	TX0007207637 

	10/2/2008


	Premier Foundations Agenda - Elementary Edition 2008-2009. 

	TX0007189233 

	9/30/2008


	Premier Foundations Agenda - High School Edition, 2008-2009. 

	TX0007224016 

	10/7/2008


	Premier Foundations Agenda Middle School 2008-2009. 

	TX0007189266 

	9/30/2008


	Premier Foundations Agenda - Primary Edition 2008-2009. 

	TX0007219308 

	10/24/2008


	Premier Health and Wellness Agenda - Elementary Edition 2008-2009. 

	TX0007221680 

	11/28/2008












			
	Title

	Reg. Number

	Reg. Date


	Premier Kaplan Test Prep Agenda 2008-2009. 

	TX0007261150 

	11/24/2008


	Premier Legacy Educator Planner 2008-2009. 

	TX0007189189 

	9/30/2008


	Premier middle level agenda. 

	TX0005125327 

	1/11/2000


	Premier middle level agenda, 1998-1999. 

	TX0004960011 

	4/12/1999


	Premier middle level agenda, 2000-2001. 

	TX0005241013 

	7/5/2000


	Premier middle level agenda, 2001-2002. 

	TX0005420295 

	7/27/2001


	Premier middle level plan-it, 2001-2002. 

	TX0005420296 

	7/27/2001


	Premier middle level plan-it, 2002-2003. 

	TX0005900935 

	6/21/2002


	Premier middle school reminder '91-92. 

	TX0003745175 

	6/17/1994


	Premier Plan-It. 

	TX0005575745 

	6/21/2002


	Premier Plan-it 1996. 

	TX0004360227 

	8/29/1996


	Premier plan-it : agenda 2001-2002. 

	TX0005420316 

	7/27/2001


	Premier primary agenda, 2000-2001. 

	TX0005241014 

	7/5/2000


	Premier primary journal. 

	TX0005125328 

	1/11/2000


	Premier primary journal, 1998-1999. 

	TX0004960010 

	4/12/1999


	Premier primary journal, 2001-2002. 

	TX0005420294 

	7/27/2001


	Premier school agenda 1995/96. 

	TX0004485977 

	8/29/1996


	Premier school agenda 1995/96. 

	TX0004486867 

	8/29/1996


	Premier School Agenda, 1996/97. 

	TX0004360228 

	8/29/1996


	Premier school agenda 1996/97. 

	TX0004485978 

	8/29/1996


	Premier School Agenda, 1998-1999. 

	TX0004962462 

	4/12/1999


	Premier school agenda, 2000-2001. 

	TX0005240771 

	7/5/2000


	Premier school agenda 88/89. 

	TX0003745064 

	4/26/1994


	Premier school agenda 89/90. 

	TX0003745065 

	4/26/1994












			
	Title

	Reg. Number

	Reg. Date


	Premier school agenda 90/91. 

	TX0003745066 

	4/26/1994


	Premier school agenda 92/93. 

	TX0003745068 

	4/26/1994


	Premier school agenda 93/94. 

	TX0003745069 

	4/26/1994


	Premier school agendas. 

	TX0005123384 

	1/11/2000


	Premier School Agendas. 

	TX0004791749 

	6/12/1998


	Premier School Agendas. 

	TX0004797071 

	6/12/1998


	Premier School Agendas 1996-1997. 

	TX0004485976 

	8/29/1996


	Premier Spanish/English Bilingual Agenda Elementary Edition 2008-2009. 

	TX0007189331 

	9/30/2008


	Premier Spanish/English Bilingual Agenda Primary Edition 2008-2009. 

	TX0007189306 

	9/30/2008


	Premier TimeTracker Agenda - Elementary Edition 2008-2009. 

	TX0007173009 

	10/31/2008


	Premier TimeTracker Agenda High School Edition 2008-2009. 

	TX0007156686 

	10/8/2008


	Premier TimeTracker Agenda- Middle Level Edition 2008-2009. 

	TX0007207395 

	10/9/2008


	Premier TimeTracker Agenda Primary Edition 2008-2009. 

	TX0007189874 

	9/30/2008


	Premiere compass : agenda 2001-2002. 

	TX0005420318 

	7/27/2001


	Premiere discover agenda. 

	TX0005580041 

	6/21/2002


	Premiere school agenda 2001-2002. 

	TX0005420317 

	7/27/2001


	School agenda 85/86. 

	TX0003745061 

	4/26/1994


	School agenda 86/87. 

	TX0003745062 

	4/26/1994


	School Smart Agenda - Middle Level Edition 2008-2009. 

	TX0007149089 

	10/9/2008


	School Smart Agenda Primary Edition 2008 - 2009. 

	TX0007189829 

	9/12/2008


	Stand Up ... Against Bullying! 

	TX0007146378 

	9/30/2008


	Stand Up! Speak Out! 

	TX0007144224 

	9/30/2008












			
	Title

	Reg. Number

	Reg. Date


	Student handbook and student planning calendar 1992-1993. 

	TX0003745174 

	6/17/1994


	Student handbook study guide and assignment calendar, 1987-88. 

	TX0003745063 

	4/26/1994


	Study Skills and Test Preparation. 

	TX0007139359 

	10/31/2008


	Summit survival guide. 

	TX0005704343 

	2/26/2003


	Taft Junior High School student handbook assignment organizer. 

	TX0003745176 

	6/17/1994


	Take Action...Against Bullying! 

	TX0007159107 

	10/10/2008


	Tate High School : student handbook 91-92. 

	TX0004482036 

	8/29/1996


	Utah Association of Secondary School Principals. 

	TX0004094588 

	9/27/1995


	What is character? / Anne C. Dotson and Karen D. Wisont, 1963-. 

	TX0005241012 

	7/5/2000


	Premier Smart Pack. 

	TX0005567371 

	2/26/2003




	Compass for Campus : facilitator guide. 

	TX0005122076 

	1/11/2000


	Premier elementary reminder 1989-90. 

	TX0004334250 

	7/15/1996


	Premier elementary reminder '90-91. 

	TX0004334249 

	7/15/1996


	Premier elementary reminder '91-92. 

	TX0004334248 

	7/15/1996


	Saltar's point, Steilacoom, Premier School Agenda '92-93. 

	TX0004471116 

	7/15/1996







SAX ARTS AND CRAFTS

			
	Title

	Reg. Number

	Reg. Date


	Sax Arts and Crafts

	TX0000015409

	2/13/1978












SCHOOL SPECIALTY, INC.

			
	Title

	Reg. Number

	Reg. Date


	Making Connections Audio Recordings Book 1. 

	SR0000675433 

	5/23/2011


	Making Connections Audio Recordings Book 2. 

	SR0000675442 

	5/23/2011


	Making Connections Audio Recordings Book 3. 

	SR0000675443 

	5/23/2011


	Making Connections Audio Recordings Book 4. 

	SR0000675444 

	5/23/2011


	Making Connections Audio Recordings Book 5. 

	SR0000675445 

	5/23/2011


	Making Connections Audio Recordings Book 6. 

	SR0000675441 

	5/23/2011


	MCI Progress-Monitoring Assessments: Maze Tests for Comprehension, Level Aqua. 

	TX0007262706 

	8/12/2010


	MCI Progress-Monitoring Assessments: Maze Tests for Comprehension, Level Crimson. 

	TX0007262688 

	8/12/2010


	MCI Progress-Monitoring Assessments: Maze Tests for Comprehension, Level Gold. 

	TX0007262704 

	8/12/2010


	Megawords 1, 2nd edition. 

	TX0007246501 

	8/16/2010


	Megawords 2, 2nd edition. 

	TX0007246491 

	8/16/2010


	Megawords 3, 2nd edition. 

	TX0007293223 

	8/16/2010


	Megawords 4, 2nd edition. 

	TX0007246289 

	8/16/2010


	Megawords 5, 2nd edition. 

	TX0007246486 

	8/16/2010


	Megawords 6, 2nd edition. 

	TX0007246051 

	8/16/2010


	Megawords 7, 2nd edition. 

	TX0007293320 

	8/16/2010


	Megawords 8, 2nd edition. 

	TX0007293235 

	8/16/2010


	Megawords Test Manual, 2nd edition. 

	TX0007293326 

	8/16/2010












					
	Title

	Reg. Number

	Reg. Date


	North Dakota: its place in region & 2 other titles. 

	V3418D016 

	6/23/1998


	North Dakota: its place in the region & 1 other title. 

	V3406D464 

	10/31/1997


	Ad Astra : Kansas capitol dome sculpture 1992. 

	VA0000486477 

	11/4/1991


	AD Astra; poster. 

	V3078P214 

	2/13/1995


	ClassroomDirect.com Website

	TX0006125383

	4/14/2005


	Autoskill Autonetwork. 

	TXu001050042 

	9/25/2002


	Autoskill Autonetwork BV. 

	TXu001050040 

	9/25/2002


	Autoskill : component reading subskills testing and training program. 

	TX0001742632 

	1/27/1986


	Autoskill mathematics program (AMP) / written by Ernest James Foster, 1951-. 

	TX0003452231 

	6/30/1992


	Incomnet Autonetwork. 

	TXu001050041 

	9/25/2002


	Math program for ICON / Ernie Foster. 

	TX0003452232 

	6/30/1992


	Academy of reading. 

	TX0005151672 

	12/27/1999


	Beckley-Cardy. Catalog IV, Early learning

	TX0001691988

	11/4/1985


	Beckley-Cardy. Catalogs II & III, Supplies/furniture/equipment/instructional materials

	TX0001686703

	11/4/1985


	Beckley-Cardy. Catalogs II & III, Supplies/furniture/equipment/instructional materials.

	TX0001689863 TX0001689864

	11/4/1985 11/4/1985


	Beckley-Cardy quarterly : general catalog supplement.

	TX0002446722 TX0002446720 TX0002446718

	12/8/1988 12/8/1988 12/8/1988


	Beckley-Cardy quarterly : general catalog supplement.

	TX0003296388  TX0003296387

	4/27/1992 4/27/1992


	Beckley-Cardy quarterly : general catalog supplement

	TX0003032681  TX0003092730  TX0003156360  TX0003233655

	2/20/91; 6/25/91; 10/17/91; 1/29/92  












					
	Title

	Reg. Number

	Reg. Date


	Beckley-Cardy quarterly : general catalog supplement

	TX0002760468  TX0002803169  TX0002879561  TX0002959914

	3/5/90  4/24/90  8/29/90  12/10/90


	Beckley-Cardy quarterly : general catalog supplement

	TX0002491862  TX0002539669  TX0002654732  TX0002669451

	2/6/89  4/14/89  10/11/89  11/07/89


	Beckley Cardy : general catalog

	TX0002462688

	12/2/1988


	Beckley-Cardy. Catalog I, Computer education

	TX0001691678

	11/4/1985


	Beckley-Cardy. Catalog I, Computer education

	TX0001683069

	11/4/1985


	Beckley Cardy : general catalog

	TX0002745207

	2/14/1990


	Create a classroom 1.0.

	PAu002246021

	8/12/1997


	Brodhead-Garrett : catalog ....

	 TX0002797439

	2/13/1990


	Brodhead-Garrett : catalog ....

	TX0002420750

	10/13/1988


	Brodhead-Garrett : catalog ....

	TX0002159275

	10/1/1987


	Brodhead-Garrett : tools for teaching in an ever changing world : [catalog].

	TX0001261623

	11/9/1983


	Brodhead-Garrett : tools for teaching in an ever changing world : [catalog].

	TX0000872324

	3/17/1982


	Brodhead-Garrett : tools for teaching in an ever changing world : [catalog].

	TX0000476250

	5/19/1980


	Challenge in phonic skills, Chips, a developmental phonics bingo game / Lenore Miller and Caroline Peck. 

	TX0000500978 

	6/2/1980


	Activity book for Explode the code wall chart / Nancy M. Hall. 

	TX0005637555 

	10/24/2002


	Alphabet series : vol. 3. 

	TX0006402188 

	6/30/2006


	Alphabet song and dance. 

	TX0006358160 

	5/5/2006


	Analogies 1 : 6 analogy and 6 vocabulary quizzes / Arthur Liebman. 

	TX0002771943 

	3/5/1990












					
	Title

	Reg. Number

	Reg. Date


	Analogies : 2 / Arthur Liebman. 

	TX0002509439 

	2/14/1989


	Analogies 3 : problem-solving strategies, exercises for analysis, vocabulary study / Arthur Liebman. 

	TX0002250942 

	2/9/1988


	Animals in disguise. 

	TX0006447433 

	6/12/2006


	Ant's mitten. 

	TX0006358159 

	5/5/2006


	Attack math : division 3. 

	TX0001867430 

	7/15/1986


	Attack math : division 3 : arithmetic tasks to advance computational knowledge / Carol Greenes, George Immerzeel, Linda Schulman, Rika Spungin. 

	TX0002069178 

	2/11/1986


	Attack math : multiplication book 2. 

	TX0001577746 

	5/21/1985


	Attack math : subtraction book 2. 

	TX0001577743 

	5/21/1985


	Beginning paragraph meaning / Joanne Carlisle. 

	TX0003989436 

	12/15/1994


	Beginning reading with sight words / written by Betty Kracht Johnson ; illustrated by William M. Sheets 2nd 

	TX0005612967 

	9/9/2002


	Beginning sentence meaning / Joanne Carlisle. 

	TX0003989435 

	12/15/1994


	Beginning sentence meaning / Joanne Carlisle. 

	TX0002052658 

	4/27/1987


	Beginning word meaning / Joanne Carlisle. 

	TX0002052659 

	4/27/1987


	Big dreams / by Jackie Weisman ; illustrated by Wednesday Kirwan. 

	TX0006419315 

	8/16/2006


	Bug and I. 

	TX0006420022 

	8/16/2006


	Capitalization and punctuation : rules and writing / Kim Anton, Maria Sweeney. 

	TX0005578774 

	6/26/2002


	Chief and the Mouse et al. 

	TX0007038271 

	9/3/2009


	Climb aboard! / by Theresa Trinder ; illustrated by Randy Chewning. 

	TX0006419313 

	8/16/2006


	Composition starters. 

	TX0001501245 

	1/30/1985












					
	Title

	Reg. Number

	Reg. Date


	Cursive writing skills / Diana Hanbury King. 

	TX0002250989 

	2/9/1988


	Cursive writing skills for left and right-handed students. 

	TX0006186011 

	3/14/2005


	Duplicator masters for learning to use manuscript handwriting / Beth H. Slingerland, Marty S. Aho. 

	TX0001577649 

	5/21/1985


	Dyslexia over the lifespan : a fifty-five-year longitudinal study / Margaret B. Rawson. 

	TX0004050370 

	4/18/1995


	Dyslexia training program / Patricia Bailey Beckham, Marietta Laing Biddle. 

	TX0002251474 

	2/9/1988


	Dyslexia training program : schedule IIIB / Patricia Bailey Beckham, Marietta Laing Biddle. 

	TX0002704371 

	12/11/1989


	Early reading comprehension in varied subject matter : book D. 

	TX0001501246 

	1/30/1985


	Egg. 

	TX0006402185 

	6/30/2006


	Einstein's who, what, and where : bk. 3 / Carol Einstein. 

	TX0006083201 

	12/23/2004


	Elements of clear thinking : critical reading / by William F. McCart. 

	TX0004009354 

	1/26/1995


	EPS Online Test Generator. 

	TX0007019706 

	8/31/2009


	Explode the code 2 1/2. 

	TX0001867184 

	7/15/1986


	Explode the code : 3 / Nancy Hall, Rena Price ; [text ill. by Laura Price and Alan Price]. 

	TX0002707533 

	10/30/1989


	Explode the code : 4 / Nancy Hall, Rena Price ; [text ill. by Laura Price and Alan Price]. 

	TX0002707532 

	10/30/1989


	Explode the code : [bk.] 3 / Nancy Hall, Rena Price. 

	TX0005696363 

	2/24/2003


	Explode the code book 6. 

	TX0001573686 

	5/21/1985


	Explode the code : book 8. 

	TX0001501242 

	1/30/1985


	Explode the code books 1 and 2 : teacher's guide and key / Nancy M. Hall. 

	TX0006085243 

	12/23/2004


	Explode the code, books 5 and 6 : teacher's guide and key / Nancy M. Hall. 

	TX0006083198 

	12/23/2004


	Explode the code books 7 and 8 : teacher's guide and key / Nancy M. Hall. 

	TX0006085244 

	12/23/2004


	Explode the code for English language learners. 

	TX0006211703 

	4/1/2005


	Explode the code : teacher's guide for bks. 3 & 4. 

	TX0006171190 

	3/4/2005


	Explode the code : teacher's guide for books A, B, and C. 

	TX0006211705 

	4/1/2005


	Explore the code : placement tests for books A-C and 1-8. 

	TX0006124499 

	3/4/2005


	Fossil fun / by Elissa Gershowitz ; illustrated by James Noel Smith. 

	TX0006419312 

	8/16/2006


	Game plan : building language skills with games : a sourcebook for teaching the sentence / by Joanna W. Kennedy. 

	TX0005915727 

	2/17/2004


	Game plan : building language skills with games / by Joanna W. Kennedy. 

	TX0006018543 

	8/30/2004


	Game plan : building language skills with games / by Joanna W. Kennedy. 

	TX0005578778 

	5/17/2002


	Gifts for Cecil. 

	TX0006332452 

	5/5/2006


	Glen's clubhouse. 

	TX0006409227 

	6/30/2006


	Grizzlies. 

	TX0006332458 

	5/5/2006


	Gulmamadak the Great. 

	TX0006447431 

	6/30/2006


	Hop for soup. 

	TX0006420021 

	8/16/2006


	Hungry raccoons. 

	TX0006358158 

	5/5/2006


	Hurdles : MTA reader 4 / written and illustrated by Norma Jackson, Suzanne Brubaker, Joy Crouch. 

	TX0002725011 

	1/5/1990












					
	Title

	Reg. Number

	Reg. Date


	Jump right into reading : a phonics-based reading and comprehension program / Jane Ervin ; ill. by Tatjana Mai-Wyss 

	TX0005989440 

	6/4/2004


	Just write : an elementary writing sourcebook : bk. 2 / Alexandra S. Bigelow, Elsie S. Wilmerding. 

	TX0005578779 

	5/17/2002


	Just write : an elementary writing sourcebook : bk. 2, teacher's guide / Alexandra S. Bigelow, Elsie S. Wilmerding. 

	TX0005659317 

	12/23/2002


	Just write : creativity and craft in writing : teacher's guide / Alexandra S. Bigelow, Elise S. Wilmerding. 

	TX0006083199 

	12/23/2004


	Keyboarding skills. 

	TX0006211638 

	4/1/2005


	Learning to listen : a program to improve classroom listening skills in a variety of situations / by William F. McCart. 

	TX0002680281 

	10/20/1989


	Letters have fun. 

	TX0006402186 

	6/30/2006


	Level 7, blackline master. 

	TX0006420241 

	8/16/2006


	Level 7 workbook. 

	TX0006420242 

	8/16/2006


	Literacy Leaders: 10-Minute Lessons for Phonological Awareness. 

	TX0007045512 

	9/8/2009


	Loch Ness monster : fact or fiction? 

	TX0006332453 

	5/5/2006


	Making connections : bk. 1. 

	TX0006491878 

	1/9/2007


	Making connections : bk. 2. 

	TX0006420244 

	8/16/2006


	Making connections : bk. 5. 

	TX0006420240 

	8/16/2006


	Making connections : bk. 6. 

	TX0006491877 

	1/9/2007


	Making connections : book 3. 

	TX0006421617 

	8/16/2006


	Making connections : book 4. 

	TX0006421616 

	8/16/2006


	Making connections : book 5. 

	TX0006421615 

	8/16/2006


	Max's pigpen. 

	TX0006358157 

	5/5/2006


	MCI Aqua Library. 

	TX0007397294 

	5/23/2011












					
	Title

	Reg. Number

	Reg. Date


	MCI Comprehension Audio Recordings, Level Aqua. 

	SR0000654688 

	4/21/2010


	MCI Comprehension Audio Recordings, Level Crimson. 

	SR0000654689 

	4/21/2010


	MCI Comprehension Audio Recordings, Level Gold. 

	SR0000654690 

	4/21/2010


	MCI Comprehension, Level Aqua. 

	TX0007170146 

	5/5/2010


	MCI Comprehension, Level Crimson. 

	TX0007170159 

	5/5/2010


	MCI Comprehension, Level Gold. 

	TX0007192438 

	5/5/2010


	MCI Comprehension Video Introductions, Level Aqua. 

	PA0001702201 

	4/21/2010


	MCI Comprehension Video Introductions, Level Crimson. 

	PA0001702204 

	4/21/2010


	MCI Comprehension Video Introductions, Level Gold. 

	PA0001702207 

	4/21/2010


	MCI Crimson Library. 

	TX0007397310 

	5/23/2011


	MCI Gold Library. 

	TX0007397326 

	5/23/2011


	MCI Pre- and Post-Tests. 

	TX0007177727 

	5/5/2010


	MCI Program Implementation Guide. 

	TX0007177724 

	5/5/2010


	MCI Word Study, Level Aqua. 

	TX0007192403 

	5/5/2010


	MCI Word Study, Level Crimson. 

	TX0007170119 

	5/5/2010


	MCI Word Study, Level Gold. 

	TX0007192429 

	5/5/2010


	MCI Writing, Level Aqua. 

	TX0007192433 

	5/5/2010


	MCI Writing, Level Crimson. 

	TX0007177723 

	5/5/2010


	MCI Writing, Level Gold. 

	TX0007192408 

	5/5/2010


	Megawords 1. 

	TX0001867425 

	7/15/1986


	Megawords : 4. 

	TX0001451006 

	11/5/1984


	Megawords 5 : multisyllabic words for reading, spelling, and vocabulary / Kristin Johnson, Polly Bayrd. 

	TX0001501256 

	1/30/1985












					
	Title

	Reg. Number

	Reg. Date


	Megawords 7. 

	TX0001867429 

	7/15/1986


	Megawords : assessment of decoding and encoding skills : a criterion-referenced test : test manual / Kristin Johnson. 

	TX0005755639 

	6/21/2003


	More content words. 

	TX0006410178 

	5/5/2006


	Mountain biking adventure. 

	TX0006447430 

	6/30/2006


	MTA, multisensory teaching approach / Margaret Taylor Smith. 

	TX0002256034 

	2/9/1988


	Multisensory teaching approach / by Margaret Taylor Smith. 

	TX0002258364 

	2/9/1988


	Multisensory teaching approach program : 3[-5] / Margaret Taylor Smith. 

	TX0002622086 

	2/14/1989


	Music shop bop. 

	TX0006402187 

	6/30/2006


	My content words. 

	TX0006410177 

	5/5/2006


	My special star. 

	TX0006332456 

	5/5/2006


	Paragraph book : bk. 1, Writing the how-to paragraph : teacher's guide. / Diane Tucker-LaFlount. 

	TX0005659316 

	12/23/2002


	Paragraph book : bk. 2 : writing the paragraph that tells a story / Dianne Tucker-LaPlount. 

	TX0005782787 

	6/21/2003


	Paragraph book : bk. 3, writing expo paragraphs : the paragraph that names things, the example paragraph, the paragraph that tells why / Dianne Tucker-LaPlount. 

	TX0005915229 

	2/10/2004


	Paragraph meaning 1 / Joanne Carlisle. 

	TX0003989437 

	12/15/1994


	Peeramid : examiner's manual. 

	TX0001604650 

	5/21/1985


	Pen pals. 

	TX0006332460 

	5/5/2006


	Pennies. 

	TX0006332454 

	5/5/2006


	Phonics for thought : bk. A / Lorna C. Reed with Louise S. O'Rourke ; illustrated by Edith D. Wile. 

	TX0002509438 

	2/14/1989












					
	Title

	Reg. Number

	Reg. Date


	Phonics Plus A : English language learners differentiated instruction guide. 

	TX0006304351 

	1/6/2006


	Phonics plus A : learning differences differentiated instruction guide / Renee A. Greenfield. 

	TX0006308053 

	1/6/2006


	Phonics Plus A : literature chart. 

	TX0006323706 

	3/23/2006


	Phonics plus A literature chart. 

	TX0006355260 

	2/13/2006


	Phonics plus A : reteach and practice differentiated instruction guide. 

	TX0006373495 

	1/6/2006


	Phonics Plus B : English language learners differentiated instruction guide. 

	TX0006304353 

	1/6/2006


	Phonics Plus B : learning differences differentiated instruction guide. 

	TX0006304350 

	1/6/2006


	Phonics plus B : reteach and practice : differentiated instruction guide / Beth G. Davis. 

	TX0006308054 

	1/6/2003


	Phonics plus C. 

	TX0006420243 

	8/16/2006


	Phonics Plus C : English language learners differentiated instruction guide. 

	TX0006304352 

	1/6/2006


	Phonics Plus C : learning differences differentiated instruction guide. 

	TX0006299836 

	1/6/2006


	Phonics plus decodable readers : level C. 

	TX0006496458 

	1/9/2007


	Phonics Plus K. 

	TX0006299839 

	1/6/2006


	Phonics Plus K. 

	TX0006299840 

	1/6/2006


	Phonics plus picture glossary. 

	TX0006308264 

	1/6/2006


	Piano lessons. 

	TX0006332455 

	5/5/2006


	Pip and the snow cat. 

	TX0006358161 

	5/5/2006


	Poetry in three dimensions : reading, writing, and critical thinking through poetry : bk. 2 / by Carol Clark and Alison Draper. 

	TX0005578780 

	5/17/2002


	Pop and the bug. 

	TX0006358162 

	5/5/2006












					
	Title

	Reg. Number

	Reg. Date


	Quit it, Frank! / by John Porell ; illustrated by Jamie Smith. 

	TX0006419314 

	8/16/2006


	Rainbows. 

	TX0006421027 

	8/16/2006


	Rainbows et al. 

	TX0007038240 

	9/3/2009


	Rat on the mat. 

	TX0006409226 

	1/30/2006


	Reading from scratch : teacher's manual. 

	TX0001867424 

	7/15/1986


	Reading from scratch : workbook 2. 

	TX0001867428 

	7/15/1986


	Reading : the right start : a practical guide for teaching reading readiness and reading / Toni S. Guild. 

	TX0002250943 

	2/9/1988


	Ready, set, go picture-letter cards / Nancy Hall. 

	TX0003071667 

	5/17/1991


	Reasoning and reading : level 2 / Joanne Carlisle. 

	TX0002251471 

	2/9/1988


	Reasoning and reading : level 2 / Joanne Carlisle. 

	TX0002509457 

	2/14/1989


	Reasoning skills, paragraph meaning, sentence meaning, word meaning : lvl. 1. 

	TX0001867423 

	7/15/1986


	Recipe for reading / Frances Bloom and Nina Traub. 

	TX0005601629 

	9/11/2002


	Recipe for reading : intervention strategies for struggling readers. 

	TX0006173001 

	3/4/2005


	Recipe for reading sequence chart and sound cards. 

	TX0006242894 

	3/14/2005


	Recipe for reading : workbook, 1. 

	TX0006118865 

	3/4/2005


	Recipe for reading : workbook 2 / Connie Russo. 

	TX0006213853 

	3/4/2005


	Recipe for reading, workbook 3 / by Connie Russo. 

	TX0006124475 

	3/4/2005


	Recipe for reading, workbook 4 / Connie Russo. 

	TX0006124479 

	3/4/2005












					
	Title

	Reg. Number

	Reg. Date


	Recipe for reading, workbook 5 / by Connie Russo ; illustrated by Mary M. Geiger. 

	TX0006124448 

	3/4/2005


	Recipe for reading, workbook 6 / by Connie Russo ; illustrated by Mary M. Geiger. 

	TX0006124474 

	3/4/2005


	Recipe for reading : workbook 7. 

	TX0006211637 

	4/1/2005


	Recipe for reading : workbook 8. 

	TX0006211706 

	4/1/2005


	Rescue dogs et al. 

	TX0007038300 

	9/3/2009


	Right into reading : a phonics-based reading and comprehension program : bk. 3. 

	TX0006148033 

	12/23/2004


	Right into reading : a phonics-based reading and comprehension program : teacher's key, bk. 3. 

	TX0006211704 

	4/1/2005


	Roberto Clemente. 

	TX0006421026 

	8/16/2006


	Search and sort : discovering patterns in sounds, letters and words / Katherine Scraper. 

	TX0005612966 

	9/9/2002


	Senior precis practice pad : with examples taken from the essay type examinations formerly issued by the C. C. C. B., M. I. T., and Regents English examinations / by Paul W. Lehmann. 

	TX0002069179 

	2/11/1986


	Shane. 

	TX0006332457 

	5/5/2006


	Skating day. 

	TX0006332451 

	5/5/2006


	Slingerland screening for identifying children with specific langage disability : form A, B, C and teacher's manual. 

	TX0006173289 

	3/4/2004


	SOME WORDS Are Often Confused Rebecca Sitton's Vocabulary Mini-Course Series for Upper Grade Wordsmiths. 

	TX0007080673 

	5/14/2009












					
	Title

	Reg. Number

	Reg. Date


	Some Words Have Greek Word Parts Rebecca Sitton's Vocabulary Mini-Course Series for Upper Grade Wordsmiths. 

	TX0007080649 

	5/14/2009


	SOME WORDS Have Latin Word Parts Rebecca Sitton's Vocabulary Mini-Course Series for Upper Grade Wordsmiths. 

	TX0007080633 

	5/14/2009


	Sound workbook : 1. 

	TX0001501243 

	1/30/1985


	Specific dyslexia and other development problems in children : a synopsis / Lucius Waites. 

	TX0002724883 

	1/5/1990


	Specific dyslexia and other developmental problems in children : a synopsis / Lucius Waites. 

	TX0002778894 

	2/22/1990


	Spellbound : phonic reading & spelling / Elsie T. Rak. 

	TX0005093910 

	11/16/1999


	Spelling dictionary for beginning writers / by Gregory Hurray. 

	TX0002250994 

	2/9/1988


	Spellwell : book A / Nancy Hall. 

	TX0004051343 

	10/26/1995


	SPIRE decodable readers : set 1A. 

	TX0006496459 

	1/9/2007


	SPIRE decodable readers : set 2A. 

	TX0006496409 

	1/9/2007


	SPIRE Decodable Readers Set 2B. 

	TX0007056957 

	9/3/2009


	SPIRE decodable readers : set 3A. 

	TX0006496457 

	1/9/2007


	SPIRE Decodable Readers Set 3B. 

	TX0007056302 

	9/3/2009


	SPIRE decodable readers : set 4A. 

	TX0006496411 

	1/9/2007


	SPIRE decodable readers : set 5A. 

	TX0006496412 

	1/9/2007


	SPIRE decodable readers : set 6A. 

	TX0006496410 

	1/9/2007


	SPIRE initial placement assessment. 

	TX0006491884 

	1/9/2007


	SPIRE initial placement assessment. 

	TX0006491885 

	1/9/2007


	SPIRE--level 1 blackline master. 

	TX0006173140 

	3/4/2005












					
	Title

	Reg. Number

	Reg. Date


	SPIRE level 1 reader / Sheila Clark-Edmands. 

	TX0006124477 

	3/4/2005


	SPIRE--level 1 teacher's guide. 

	TX0006173141 

	3/4/2005


	SPIRE level 2 blackline master. 

	TX0006149875 

	3/4/2005


	SPIRE : level 2 teacher's guide / Sheila Clark-Edmands. 

	TX0006173291 

	3/4/2005


	SPIRE : level 2, workbook. 

	TX0006367773 

	3/4/2005


	SPIRE level 3 blackline master. / Sheila Clark-Edmands. 

	TX0006124478 

	3/4/2005


	SPIRE : level 3, reader. 

	TX0006118866 

	3/4/2005


	SPIRE : level 3 teacher's guide / Sheila Clark-Edmands. 

	TX0006173292 

	3/4/2005


	SPIRE : level 3, workbook. 

	TX0006118864 

	3/4/2005


	SPIRE : level 4 blackline master / Sheila Clark-Edmands. 

	TX0006173290 

	3/4/2005


	SPIRE : level 4 : teacher's guide. 

	TX0006118881 

	3/4/2005


	SPIRE level 4 workbook / Sheila Clark-Edmands. 

	TX0006124476 

	3/4/2005


	SPIRE : level 5 blackline master. 

	TX0006211690 

	4/1/2005


	SPIRE : level 5 reader. 

	TX0006211693 

	4/1/2005


	SPIRE : level 5 teacher's guide. 

	TX0006211636 

	4/1/2005


	SPIRE : level 5 workbook. 

	TX0006211691 

	4/1/2005


	SPIRE : level 6 blackline master. 

	TX0006299838 

	1/6/2006


	SPIRE : level 6 reader. 

	TX0006299841 

	1/6/2006


	SPIRE : level 6 teacher's guide. 

	TX0006299837 

	1/6/2006


	SPIRE : level 6 workbook. 

	TX0006299842 

	1/6/2006


	SPIRE : level 7 reader. 

	TX0006493326 

	1/9/2007


	SPIRE : level 7 teacher's guide. 

	TX0006493317 

	1/9/2007


	SPIRE level 8 blackline master. 

	TX0006491880 

	1/9/2007












					
	Title

	Reg. Number

	Reg. Date


	SPIRE level 8 reader. 

	TX0006491883 

	1/9/2007


	SPIRE level 8 teacher's guide. 

	TX0006491879 

	1/9/2007


	SPIRE level 8 word cards : SPIRE. 

	TX0006378753 

	6/30/2006


	SPIRE level 8 workbook. 

	TX0006491882 

	1/9/2007


	SPIRE phonogram cards levels 1-5. 

	TX0006421025 

	8/16/2006


	SPIRE : small letter cards : levels 1-5. 

	TX0006209169 

	8/3/2005


	Starting comprehension : stories to advance reading & thinking / Ann L. Staman. 

	TX0002250531 

	2/9/1988


	Starting comprehension : stories to advance reading & thinking / Ann L. Staman. 

	TX0002250532 

	2/9/1988


	Starting comprehension--stories to advance reading & thinking : starting phonetically 4 / Ann L. Staman. 

	TX0002253169 

	2/9/1988


	Stepping stones : a path to critical thinking : bk. 1 / Vera Schneider ; illustrated by Ruth Linstromberg. 

	TX0005788692 

	4/9/2002


	Stepping stones : a path to critical thinking : bk. 3 / by Vera Schneider ; illustrated by Ruth Linstromberg. 

	TX0005637567 

	10/24/2002


	Stepping stones : a path to critical thinking : bk. 3 : teacher's guide / by Vera Schneider ; ill. by Ruth Linstromberg. 

	TX0005696362 

	2/24/2003


	Story of the U. S. A. : book 2, A Young nation solves its problems / by Franklin Escher, Jr. 

	TX0000193865 

	8/31/1978


	Story of western civilization : bk. IV, the Renaissance / by Alan W. Riese. 

	TX0003135672 

	6/26/1991


	Success stories 2 : 60 phonetically structured stories / by Elizabeth H. Butcher, Nancy A. Simonetti. 

	TX0002253171 

	2/9/1988


	Success stories 2 : teaching manual / by Elizabeth H. Butcher, Nancy A. Simonetti. 

	TX0002253170 

	2/9/1988












					
	Title

	Reg. Number

	Reg. Date


	Supplementary reading practice to accompany MTA reading and spelling kit 6 / masters by wordcrafters Janna Adair, Jill Davidson, Beverly Graham ... [et al.] ; teaching instructions Karen Saint Amour. 

	TX0003159633 

	9/10/2001


	Surveys of problem-solving & educational skills : record form / developed under the direction of Lynn J. Meltzer. 

	TX0002052660 

	4/27/1987


	Syllable plus : a game to teach syllable types : teacher's guide and answer key / Joan Mencke Stoner. 

	TX0001501982 

	1/30/1985


	Teacher's guide for the paragraph : bk 3, writing expo paragraphs / Dianne Tucker-LaPlount. 

	TX0006083200 

	12/23/2004


	Teacher's script to accompany Alphabetic phonics 2 : a basic language curriculum for phonics, reading, writing, and spelling. 

	TX0000659557 

	4/1/1981


	Ten essential vocabulary strategies, answer key for books 1-5. 

	TX0006261167 

	3/4/2005


	Ten essential vocabulary strategies : bk. 1 : practice for success on standardized tests / Lee Mountain. 

	TX0005914660 

	2/17/2004


	Ten essential vocabulary strategies : bk. 4 / Lee Mountain. 

	TX0006018744 

	8/30/2004


	Ten essential vocabulary strategies : bk. 5. 

	TX0006261168 

	3/4/2005


	Ten essential vocabulary strategies : practice for success on standardized tests : bk. 2 / Lee Mountain. 

	TX0005989439 

	6/4/2004


	Test book for Wordly wise 3000 : bk. 1. 

	TX0005612970 

	9/9/2002


	Test book for wordly wise 3000 : bk. 2. 

	TX0005637568 

	10/24/2002


	Test book for Wordly wise 3000 : bk. 3. 

	TX0005612971 

	9/9/2002


	Test book for Wordly Wise 3000 : bk. 4. 

	TX0005560051 

	9/18/2002


	Test book for wordly wise 3000 : bk. 5. 

	TX0005637569 

	10/24/2002












					
	Title

	Reg. Number

	Reg. Date


	Test book for Wordly wise 3000 : bk. 6. 

	TX0005700461 

	2/24/2003


	Test book for Wordly Wise 3000 : bk. 7. 

	TX0005744781 

	5/14/2003


	Test book for wordly wise 3000 : bk. A. 

	TX0005578773 

	6/26/2002


	Test book for Wordly wise 3000 : book B. 

	TX0005612973 

	9/9/2002


	Test book for Wordly wise 3000 : book C. 

	TX0005612974 

	9/9/2002


	Test book for Worldly Wise 3000, book 8. 

	TX0005742334 

	6/21/2003


	Test book for Worldly wise book 9 / written by Cynthia and Drew Johnson. 

	TX0005821902 

	10/24/2003


	Test booklet for Wordly wise 3000 : bk. 1 / written by Robin Raymer ; editor, Theresa Trinder, managing editor, Sheila Neylon. 

	TX0005915230 

	2/10/2004


	Test booklet for Wordly wise 3000 : bk. 2 / written by Lorraine Sintetos ; editor, Theresa Trinder, managing editor, Sheila Neylon. 

	TX0005915231 

	2/10/2004


	Test booklet for Wordly wise 3000 : bk. 3 / written by Lorraine Sintetos ; editor, Stacy L. Nichols, managing editor, Sheila Neylon. 

	TX0005915232 

	2/10/2004


	Test booklet for Wordly wise 3000 : bk. 4 / written by Robin Raymer ; editor, Stacey L. Nichols, managing editor, Sheila Neylon. 

	TX0005915227 

	2/10/2004


	Test booklet for Wordly wise 3000 : bk. 5 / written by Robin Raymer ; editor, Stacey L. Nichols, managing editor, Sheila Neylon. 

	TX0005915228 

	2/10/2004


	Test booklet for Wordly wise 3000 : bk. 6 / written by Cynthia and Drew Johnson ; editor, Jen Noon, managing editor, Sheila Neylon. 

	TX0005895723 

	12/22/2003


	Test booklet for Wordly wise 3000 : bk. 7 / written by Cynthia and Drew Johnson ; editor, Jen Noon, managing editor, Sheila Neylon. 

	TX0005895724 

	12/22/2003












					
	Title

	Reg. Number

	Reg. Date


	Test booklet for Wordly wise 3000 : bk. A. 

	TX0005895727 

	12/22/2003


	Test booklet for Wordly wise 3000 : bk. B. 

	TX0005895726 

	12/22/2003


	Test booklet for Wordly wise 3000 : bk. C. 

	TX0005895725 

	12/22/2003


	Test booklet for Wordly Wise 3000 book 8 / written by Cynthia and Drew Johnson. 

	TX0005887652 

	12/22/2003


	Test booklet for Wordly Wise 3000 book 9 / written by Cynthia and Drew Johnson. 

	TX0005887651 

	12/22/2003


	Uncle Paul's cane. 

	TX0006332459 

	5/5/2006


	Vocabulary from classical roots : bk. 4. 

	TX0006491881 

	1/9/2007


	Vocabulary from classical roots : bk. 6 : teacher's guide and answer key. 

	TX0006420239 

	8/16/2006


	Vocabulary from classical roots : C / Norma Fifer, Nancy Flowers. 

	TX0002707174 

	12/13/1989


	Wallet in the woods. 

	TX0006447432 

	6/12/2006


	When hens shop. 

	TX0006358156 

	5/5/2006


	Wilson expanded syntax program : teacher's manual / Mary Sweig Wilson. 

	TX0000252292 

	4/16/1979


	Wordly wise 3000 : bk. 1, concept cards and picture cards. 

	TX0006505577 

	1/9/2007


	Wordly wise 3000 : bk. 2 / Kenneth Hodkinson, Sandra Adams. 

	TX0004504280 

	3/7/1997


	Wordly Wise 3000 Book 1 and Teacher's Resource Book. 

	TX0006829412 

	9/28/2007


	Wordly Wise 3000 Book 10 Audio Recordings. 

	SR0000645711 

	1/14/2010


	Wordly Wise 3000 Book 2 Audio Recordings. 

	SR0000645710 

	1/14/2010


	Wordly Wise 3000 Book 3 Audio Recordings. 

	SR0000645716 

	1/14/2010












					
	Title

	Reg. Number

	Reg. Date


	Wordly Wise 3000 Book 4 Audio Recordings. 

	SR0000645714 

	1/14/2010


	Wordly Wise 3000 Book 9 Audio Recordings. 

	SR0000645709 

	1/14/2010


	Wordly Wise 3000 Book K and Teacher's Resource Book. 

	TX0006829336 

	9/28/2007


	Wordly Wise 3000.com. 

	TX0007128213 

	8/31/2009


	Wordly Wise 3000 Second Edition Book 10. 

	TX0006829337 

	9/28/2007


	Wordly Wise 3000 Second Edition Book 10 Teacher's Resource Book. 

	TX0006829505 

	9/28/2007


	Wordly Wise 3000 Second Edition Book 11. 

	TX0006829341 

	9/28/2007


	Wordly Wise 3000 Second Edition Book 11 Teacher's Resource Book. 

	TX0006829491 

	9/28/2007


	Wordly Wise 3000 Second Edition Book 12. 

	TX0006829511 

	9/28/2007


	Wordly Wise 3000 Second Edition Book 12 Teacher's Resource Book. 

	TX0006829499 

	9/28/2007


	Wordly Wise 3000 Second Edition Book 2. 

	TX0006829353 

	9/28/2007


	Wordly Wise 3000 Second Edition Book 2 Teacher's Resource Book. 

	TX0006829492 

	9/28/2007


	Wordly Wise 3000 Second Edition Book 3. 

	TX0006829327 

	9/28/2007


	Wordly Wise 3000 Second Edition Book 4. 

	TX0006829352 

	9/28/2007


	Wordly Wise 3000 Second Edition Book 4 Teacher's Resource Book. 

	TX0006829496 

	9/28/2007


	Wordly Wise 3000 Second Edition Book 5. 

	TX0006829334 

	9/28/2007


	Wordly Wise 3000 Second Edition Book 5 Teacher's Resource Book. 

	TX0006829503 

	9/28/2007












					
	Title

	Reg. Number

	Reg. Date


	Wordly Wise 3000 Second Edition Book 6. 

	TX0006829333 

	9/28/2007


	Wordly Wise 3000 Second Edition Book 6 Teacher's Resource Book. 

	TX0006829501 

	9/28/2007


	Wordly Wise 3000 Second Edition Book 7. 

	TX0006829331 

	9/28/2007


	Wordly Wise 3000 Second Edition Book 7 Teacher's Resource Book. 

	TX0006829497 

	1/3/2007


	Wordly Wise 3000 Second Edition Book 8. 

	TX0006829328 

	9/28/2007


	Wordly Wise 3000 Second Edition Book 8 Teacher's Resource Book. 

	TX0006829512 

	9/28/2007


	Wordly Wise 3000 Second Edition Book 9. 

	TX0006829355 

	9/28/2007


	Wordly Wise 3000 Second Edition Book 9 Teacher's Resource Book. 

	TX0006829510 

	9/28/2007


	Wordly wise quickquiz. 

	TX0002767827 

	3/2/1990


	Wordly wise readers : series A. 

	TX0001504309 

	1/25/1985


	Wordly wise reading with writing and comprehension exercises : bk. 1[-2] / Kenneth Hodkinson. 

	TX0002526176 

	3/15/1989


	Words are wonderful, an interactive approach to vocabulary : bk. 1 tests / Dorothy Grant Hennings ; lesson test written by Mark Lyons. 

	TX0005713988 

	4/24/2003


	Words are wonderful : an interactive approach to vocabulary : bk. 2 / Dorothy Grant Hennings ; ill. by John L. Garcia. 

	TX0005836551 

	10/24/2003


	Words are wonderful : an interactive approach to vocabulary : bk. 3 / Dorothy Grant Hennings ; ill. by John L. Garcia. 

	TX0005989443 

	6/4/2004


	Words are wonderful : an interactive approach to vocabulary : bk. 4 : teacher's guide. 

	TX0006289616 

	8/3/2005












					
	Title

	Reg. Number

	Reg. Date


	Words are wonderful : an interactive approach to vocabulary : book 3 tests / Dorothy Grant Hennings. 

	TX0005989354 

	6/4/2004


	Words are wonderful : an interactive approach to vocabulary : book 4. 

	TX0006289618 

	8/3/2005


	Words are wonderful : an interactive approach to vocabulary tests for bk. 2 / Dorothy Grant Hennings. 

	TX0005821879 

	10/24/2003


	Words are wonderful : an interactive approach to vocabulary tests for book 4. 

	TX0006289617 

	8/3/2005


	Words are wonderful : bk. 1 : an interactive approach to vocabulary / Dorothy Grant Hennings. 

	TX0006211214 

	3/20/2003


	Words are wonderful : bk. 3 : an interactive approach to vocabulary / Dorothy Grant Hennings ; ill. by John L. Garcia. 

	TX0005914664 

	2/17/2004


	Words are wonderful : bk. A and tests for bk. A. 

	TX0006420245 

	8/16/2006


	Worldly wise 3000 : bk. C / Kenneth Hodkinson & Sandra Adams. 

	TX0005578776 

	5/17/2002


	Worldly Wise 3000 Second Edition Book 3 Teacher's Resource Book. 

	TX0006829490 

	9/28/2007


	Worldly wise 3000 teacher's guide for books 1-5. 

	TX0005821878 

	10/24/2003


	Worldly wise 3000 teacher's guide for books 6-9. 

	TX0005821876 

	10/24/2003


	Worldly wise 3000 teacher's guide for books A, B & C. 

	TX0005821877 

	10/24/2003


	Worldy Wise 3000 book K concept cards and picture cards. 

	TX0006501087 

	1/9/2007


	Write about me / Elsie S. Wilmerding ; ill. by George Ulrich. 

	TX0005914669 

	2/17/2004


	Write about my world / Elsie S. Wilmerding ; ill. by George Ulrich. 

	TX0005914661 

	2/17/2004












					
	Title

	Reg. Number

	Reg. Date


	Writing skills : bk. 2 / Diana Hanbury King. 

	TX0006083206 

	12/23/2004


	Writing skills : bk. 3 / Diana Hanbury King. 

	TX0005578777 

	5/17/2002


	Writing skills : teacher's handbook / Diana Hanbury King. 

	TX0005989442 

	6/4/2004


	A Red Sash, et al. 

	TX0007035790 

	9/3/2009


	Handprints Audio Recordings, Storybook Set A. 

	SR0000651606 

	3/25/2010


	Handprints Audio Recordings, Storybook Set B. 

	SR0000651605 

	3/25/2010


	Handprints Audio Recordings, Storybook Set C. 

	SR0000651607 

	3/25/2010


	Handprints Audio Recordings, Storybook Set D. 

	SR0000651608 

	3/25/2010


	Primary Phonics Comprehension Workbook 6. 

	TX0007124841 

	1/11/2010


	Primary Phonics Intervention Guide Levels 1-6 Blackline Masters. 

	TX0007019620 

	8/31/2009


	Primary Phonics Set 6 Storybooks. 

	TX0007124783 

	1/11/2010


	Sitton Kindergarten Literacy and Word Skills Practice Book. 

	TX0007166870 

	3/25/2010


	Sitton Kindergarten Literacy and Word Skills Sourcebook for Teachers. 

	TX0007166891 

	3/25/2010


	Storybooks 6. 

	SR0000647962 

	1/11/2010


	Wordly Wise 3000 Book 11 Audio Recordings. 

	SR0000648553 

	1/11/2010


	Wordly Wise 3000 Book 12. 

	SR0000648555 

	1/11/2010


	Wordly Wise 3000 Book 5. 

	SR0000648554 

	1/11/2010


	Wordly Wise 3000 Book 6. 

	SR0000649243 

	1/11/2010


	Wordly Wise 3000 Book 7. 

	SR0000648552 

	1/11/2010


	Wordly Wise 3000 Book 8. 

	SR0000648556 

	1/11/2010












					
	Title

	Reg. Number

	Reg. Date


	30 roots to grow on : a teacher's guide for the development of vocabulary / Carol Murray and Jenny Munro. 

	TX0002707275 

	12/13/1989


	Alphabet series. 

	SR0000311249 

	4/9/2002


	Alphabet series / compiled by Frances Bloom ; illustrated by Mary Geiger ; stories by Frances Bloom, Deborah Coates, Mary Geiger ... [et al.] 

	TX0005504305 

	4/9/2002


	Alphabetic phonics : workbook 1. 

	TX0004446500 

	12/16/1996


	Alphabetic phonics. Workbook 1. By Georgie Green. 

	RE0000701592 

	4/10/1995


	Alphadeck guide : 21 letter-card games in alphabetizing, phonics, and spelling skills / by Karen Barriere. 

	TX0001005848 

	10/15/1982


	America becomes a giant / by Franklin Escher, Jr. 

	TX0003444588 

	12/17/1992


	Analogies : 1 / Arthur Liebman. 

	TX0002759193 

	2/23/1990


	Analogies 2 / Arthur Liebman. 

	TX0002707212 

	12/13/1989


	Analogies 3 : 8 vocabulary and 4 analogy quizzes / Arthur Liebman. 

	TX0002250609 

	2/9/1988


	Association method drop drill flip book : nonsense syllable practice based on selected Northampton symbols / contributors, Daphne Cornett, Maureen K. Martin. 

	TX0005504384 

	4/9/2002


	Attack math : addition 1 / Carole Greenes, George Immerzeel, Linda Schulman, Rika Spungin. 

	TX0001440549 

	11/5/1984


	Attack math : addition 2 / Carole Greenes, George Immerzeel, Linda Schulman, Rika Spungin. 

	TX0001510858 

	1/30/1985


	Attack math : arithmetic tasks to advance computational knowledge / Carole Greenes, George Immerzeel, Linda Schulman, Rika Spungin. 

	TX0001681559 

	10/25/1985












					
	Title

	Reg. Number

	Reg. Date


	Attack math : arithmetic tasks to advance computational knowledge / Carole Greenes, George Immerzeel, Linda Schulman, Rika Spungin. 

	TX0001681562 

	10/25/1985


	Attack math : arithmetic tasks to advance computational knowledge / Carole Greenes, George Immerzeel, Linda Schulman, Rika Spungin. 

	TX0001681563 

	10/25/1985


	Attack math : arithmetic tasks to advance computational knowledge : division, [book] 2 / Carole Greenes, George Immerzeel, Linda Schulman, Rika Spungin. 

	TX0001588498 

	5/21/1985


	Attack math : division 1 / Carole Greenes, George Immerzeel, Linda Schulman, Rika Spungin. 

	TX0001510860 

	1/30/1985


	Attack math : multiplication 1 / Carole Greenes, George Immerzeel, Linda Schulman, Rika Spungin. 

	TX0001510859 

	1/30/1985


	Attack math : subtraction 1 / Carole Greenes, George Immerzeel, Linda Schulman, Rika Spungin. 

	TX0001440550 

	11/5/1984


	Beginning paragraph meaning / Joanne Carlisle. 

	TX0002055602 

	4/27/1987


	Beginning reasoning & reading / Joanne Carlisle. 

	TX0005563746 

	6/17/2002


	Beginning reasoning skills / Joanne Carlisle. 

	TX0002072302 

	4/27/1987


	Beyond the code : book 2 / Nancy M. Hall ; illustrated by Hugh Price. 

	TX0005418389 

	4/13/2001


	Beyond the code : comprehension and reasoning skills : bk. 3 / Nancy M. Hall ; illustrated by Hugh Pirce and Alan Price. 

	TX0005342658 

	8/2/2001


	Bird watch / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger. 

	TX0005989450 

	6/21/2004












					
	Title

	Reg. Number

	Reg. Date


	Bookwise : a literature guide [by] Barbara Moross, Sonia Landes, Molly Flender, The Phantom Tollbooth. / written by Norton Juster ; illustrated by Jules Feiffer. 

	TX0005091729 

	11/16/1999


	Building language skills : readiness for reading : book A / Lida Helson and Ahna Fiske. 

	TX0000168802 

	12/26/1978


	Building language skills : teacher's guide / by Lida Helson and Ahna Fiske. 

	TX0000223233 

	3/16/1979


	Building mathematical thinking : bk. 3 : skinny concepts / Marsha Stanton. 

	TX0005505221 

	4/9/2002


	Building mathematical thinking : skinny concepts : bk. 1 / Marsha Stanton. 

	TX0005453838 

	9/4/2001


	Building mathematical thinking : skinny concepts, bk. 2 / Marsha Stanton. 

	TX0005204105 

	7/27/2000


	Charlotte's web : a literature guide / Sonia Landes, 1925-, and Molly Flender, 1935-. 

	TX0005093770 

	11/16/1999


	Clancy races / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger. 

	TX0005994319 

	6/21/2004


	Classroom strategies to aid the disabled learner : with glossary / Jean Abbott. 

	TX0000206533 

	3/16/1979


	Code cards : key word picture and letter cards for explode the code 1 to 3 1/2 / Nancy Hall, Dawn Towle. 

	TX0004030257 

	4/18/1995


	Colt for Jenny / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger. 

	TX0005989448 

	6/21/2004


	Composition 1 / Sara Hickman. 

	TX0001104556 

	1/13/1983


	Composition : book 3. 

	TX0001315807 

	4/4/1984


	Composition : book II / Sara Hickman. 

	TX0000223235 

	3/19/1979


	Composition : book III / Sara Hickman. 

	TX0000223236 

	3/19/1979


	Computation basics : book 1 / by Janet A. Alford and Lynda R. Solms. 

	TX0000584747 

	11/24/1980












					
	Title

	Reg. Number

	Reg. Date


	Computation basics : book 5 / by Janet A. Alford and Lynda R. Solms. 

	TX0001220396 

	10/6/1983


	Daily phonics lessons : folding mini workbooks / Lori Bloom, Norma Childs, Judith Erickson, Linda Gray. 

	TX0005476786 

	4/9/2002


	Daily supplement : activities for cross-curriculum review, grade 3 / Rob Frieske, Par Healy, Deborah Howe ... [et al.] 

	TX0005504336 

	4/9/2002


	Daily supplement : activities for cross-curriculum review, grade 4 / Rob Frieske, Par Healy, Deborah Howe ... [et al.] 

	TX0005504338 

	4/9/2002


	Daily supplement : activities for cross-curriculum review, grade 5 / Rob Frieske, Pat Healy, Deborah Howe, Jan Oberg, Judy Pavlicek, Pat Rainholt, Mike Smith. 

	TX0005612972 

	9/9/2002


	Developmental variation and learning disorders / Melvin D. Levine ; with an appendix by Betty N. Gordon and Martha S. Reed. 

	TX0002249366 

	2/9/1988


	Dyslexia training program / Patricia Bailey Beckham, Marietta Laing Biddle. 

	TX0002250528 

	2/9/1988


	Dyslexia training program--progress measurements, schedules I, II, and III : student's book / Mary Baertch Rumsey. 

	TX0003321738 

	5/20/1992


	Dyslexia training program : the alphabet, spelling exercises, and review of schedule III / Patricia Bailey Beckham, Marietta Laing Biddle. 

	TX0002712008 

	12/11/1989


	Early reading comprehension in varied subject matter : bk. A / Jane Ervin. 

	TX0005563743 

	6/17/2002


	Early reading comprehension in varied subject matter : bk. B / Jane Ervin. 

	TX0005563776 

	6/17/2002


	Early reading comprehension in varied subject matter : bk. D / Jane Ervin ; illustrated by Anne Lord. 

	TX0005585784 

	6/17/2002


	Early reading comprehension in varied subject matter : book A / by Jane Ervin. 

	TX0000929727 

	5/13/1982












					
	Title

	Reg. Number

	Reg. Date


	Early reading comprehension in varied subject matter : book B[-C] : literature, the arts, social studies, science, general topics, logical thinking, mathematics / by Jane Ervin ; [illustrated by George Phillips] 

	TX0001004405 

	10/28/1982


	Elements of clear thinking : accurate communication / by William F. McCart. 

	TX0001503606 

	1/25/1985


	Elements of clear thinking : critical reading. 

	TX0001453984 

	11/5/1984


	Elements of clear thinking : sound reasoning / by William F. McCart. 

	TX0001172898 

	8/8/1983


	Ella / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger. 

	TX0005995356 

	6/21/2004


	Energy horizons : book 1, Energy sources / by Christina G. Miller and Louise A. Berry ; [illustrated by Melinda Vinton]. 

	TX0001063640 

	1/12/1983


	Energy horizons : book 2, electrical energy / by Christine G. Miller and Louise A. Berry ; [illustrated by Anne Lord] 

	TX0001375285 

	7/6/1984


	Energy horizons : teacher's guide / by Christina G. Miller and Louise A. Berry. 

	TX0001220397 

	10/6/1983


	English elements : bk. 1 / Arthur Liebman. 

	TX0004493516 

	3/7/1997


	English elements : bk. 1, quizzes / Arthur Leibman. 

	TX0004650123 

	10/17/1997


	English elements : bk. 2 / Arthur Liebman. 

	TX0005158382 

	3/9/2000


	Experimenting with numbers : a guide for preschool, kindergarten, and first grade teachers / Margaret Stern ; illustrated by John Roberts. 

	TX0002277916 

	2/9/1988


	Explode the code : 1 1/2 / Nancy Hall, Rena Price. 

	TX0001364683 

	6/25/1984


	Explode the code 1 / Nancy Hall, Rena Price. 

	TX0003551080 

	5/11/1993












					
	Title

	Reg. Number

	Reg. Date


	Explode the code 1 / Nancy Hall, Rena Price ; [text ill. by Alan Price and Laura Price]. 

	TX0001374905 

	7/6/1984


	Explode the code : 2. 

	TX0001454067 

	11/5/1984


	Explode the code 2 1/2 / Nancy Hall, Rena Price. 

	TX0003918334 

	10/20/1994


	Explode the code : 2 / Nancy Hall, Rena Price ; text ill. by Laura Price and Alan Price. 

	TX0003918305 

	10/20/1994


	Explode the code : 2 / Nancy Hall, Rena Price ; text ill. by Laura Price and Alan Price. 

	TX0002718356 

	10/30/1989


	Explode the code : 3. 

	TX0001454068 

	11/5/1984


	Explode the code 3 1/2 / Nancy Hall, Rena Price. 

	TX0005585782 

	6/17/2002


	Explode the code 3 1/2 / Nancy Hall, Rena Price. 

	TX0003585124 

	8/2/1993


	Explode the code 3 1/2 / Nancy Hall, Rena Price ; [text ill. by Andrew Mockler] 

	TX0000835245 

	12/7/1981


	Explode the code 3 / Nancy Hall, Rena Price. 

	TX0003918332 

	10/20/1994


	Explode the code : 4 1/2 / Nancy Hall, Rena Price ; [text ill. by Andrew Mockler]. 

	TX0003345488 

	6/18/1992


	Explode the code : 4 1/2 / Nancy Hall, Rena Price ; [text ill. by Andrew Mockler] 

	TX0001009218 

	11/4/1982


	Explode the code : 4 1/2 / Nancy M. Hall, Rena Price. 

	TX0005563777 

	6/17/2002


	Explode the code 4 / Nancy Hall, Rena Price. 

	TX0003918333 

	10/20/1994


	Explode the code : 4 / Nancy Hall, Rena Price. 

	TX0001503573 

	1/25/1985


	Explode the code : 4 / Nancy M. Hall, Rena Price. 

	TX0005563775 

	6/17/2002


	Explode the code : 5 1/2 / Nancy M. Hall. 

	TX0005563779 

	6/17/2002












					
	Title

	Reg. Number

	Reg. Date


	Explode the code : 5 / Nancy Hall, Rena Price. 

	TX0005565755 

	6/17/2002


	Explode the code : 5 / Nancy Hall, Rena Price ; [ill. by Laura Price and Alan Price] 

	TX0001503531 

	1/25/1985


	Explode the code 6 / Nancy Hall, Rena Price. 

	TX0003918331 

	10/20/1994


	Explode the code : 6 / Nancy M. Hall, Rena Price. 

	TX0005563778 

	6/17/2002


	Explode the code : 7 / Nancy Hall, Rena Price. 

	TX0005565754 

	6/17/2002


	Explode the code, 8 / Nancy Hall, Rena Price. 

	TX0005599906 

	6/17/2002


	Explode the code : [book] 5 / Nancy Hall, Rena Price ; [text ill. by Laura Price and Alan Price]. 

	TX0000196155 

	8/31/1978


	Explode the code : [book] 6 / Nancy Hall, Rena Price. 

	TX0000196154 

	8/31/1978


	Explode the code : [book] 7 / Nancy Hall, Rena Price ; [text ill. by Alan Price, Laura Price, Andrew Mockler, and Meg Rosoff]. 

	TX0000441345 

	3/11/1980


	Explode the code : [book] 8 / Nancy Hall, Rena Price. 

	TX0001364682 

	6/25/1984


	Fisher-Landau early childhood screening (FLECS) 

	TX0004242753 

	3/15/1996


	Fractions 1[-3] / Dawny Gershkowitz. 

	TX0001681567 

	10/25/1985


	Fractions 4 : multiplication and division / Dawny Gershkowitz. 

	TX0003069071 

	5/17/1991


	From the mixed-up files of Mrs. Basil E. Frankweiler, written and illustrated by E. L. Konigsburg / Christine Doyle Francis. 

	TX0005358475 

	4/13/2001


	Get Dad lost / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger. 

	TX0005995357 

	6/21/2004












					
	Title

	Reg. Number

	Reg. Date


	Gillingham manual : remedial training for students with specific disability in reading, spelling, and penmanship / Anna Gillingham, Bessie W. Stillman. 

	TX0005370833 

	4/13/2001


	Guide for teaching poetry in three dimensions : reading, writing and critical thinking through poetry : bk. 1 / by Carol Clark and Alison Draper. 

	TX0005505903 

	4/9/2002


	Hatchet [by] Gary Paulsen / Jon C. Stott. 

	TX0005358477 

	4/13/2001


	Helping kids write : a practical guide for teaching children to express themselves on paper : for grades 5-8 / by Sarah Bayne. 

	TX0000460212 

	4/10/1980


	Improving composition through a sentence study of grammar and usage : teaching guide and answer key / by Carol Compton. 

	TX0000137800 

	10/30/1978


	It's elementary! : 230 math word problems : bk. A / M. J. Owen. 

	TX0005430358 

	8/2/2001


	It's elementary! 275 math word problems : bk. 1 / M. J. Owen. 

	TX0005158383 

	3/9/2000


	It's elementary! : 275 math word problems : bk. 2 / M. J. Owen. 

	TX0005370823 

	4/13/2001


	It's elementary! : 275 math word problems : bk. 3 / M. J. Owen. 

	TX0005370822 

	4/13/2001


	It's elementary! : reasoning, estimating, and rounding : a companion to It's elementary! 275 math word problems / M. J. Owen. 

	TX0005370831 

	4/13/2001


	Josh, the collector / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger. 

	TX0005994320 

	6/21/2004


	Junior English review exercises. Bk. 1. By Earl F. Wood. 

	RE0000555486 

	12/6/1991


	Junior English review exercises. Bk. 1: teacher's guide. Text: Earl F. Wood, -1960. 

	RE0000662207 

	1/10/1994












					
	Title

	Reg. Number

	Reg. Date


	Junior English review exercises. Bk. 2: teacher's guide. Text: Earl F. Wood, -1960. 

	RE0000662206 

	1/10/1994


	Junior English review exercises : book 1 / by Earl F. Wood. 

	TX0000151565 

	10/30/1978


	Junior English review exercises : book II / by Earl F. Wood. 

	TX0001446524 

	11/5/1984


	Junior English review exercises : book II / by Earl F. Wood. 

	TX0000366871 

	11/19/1979


	Junior vocabulary builder. By Austin Melvin Works. 

	RE0000060027 

	12/5/1979


	Just write : an elementary writing sourcebook : bk. 1 / Elsie S. Wilmerding, Alexandra S. Bigelow ; ill. by George Ulrich. 

	TX0005509227 

	4/9/2002


	Just write : creativity and craft in writing : bk. 3 / Elsie S. Wilmerding, Alexandra S. Bigelow ; ill. by George Ulrich. 

	TX0006005940 

	8/10/2004


	Justin's house / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger. 

	TX0005989446 

	6/21/2004


	Key word clues : the riddle deck / by Beverly Graham. 

	TX0003849249 

	9/9/1994


	Keyboarding skills : all grades / Diana Hanbury King. 

	TX0002072304 

	4/27/1987


	Kids and critters / written by Barbara Sokolski ; illustrated by Jeannie Donovan. 

	TX0003673261 

	12/3/1993


	King Hank / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger. 

	TX0005995353 

	6/21/2004


	Language activities to accompany A Multi-sensory approach to language arts : bk. 2 / Eldra O'Neal, Beverly Wolf. 

	TX0002052647 

	4/27/1987


	Language activities to accompany A Multi-sensory approach to language arts, book 2 : teaching manual / Eldra O'Neal, Beverly Wolf. 

	TX0002052994 

	5/1/1987












					
	Title

	Reg. Number

	Reg. Date


	Language tool kit / by Paula D. Rome and Jean S. Osman. 

	TX0000752150 

	8/6/1981


	Learning grammar through writing / by Sandra M. Bell, James I. Wheeler. 

	TX0001374904 

	7/6/1984


	Learning to listen. 

	SR0000310561 

	4/13/2001


	Legends and other tales / written by Tanya Hayes Lee ; illustrated by Jeannie Donovan. 

	TX0003673257 

	12/3/1993


	Literacy program : Texas Scottish Rite Hospital, Dallas, Texas : student book 3-4, lessons 61-160 / Joan Keagy, Ann Sanders. 

	TX0003346422 

	6/16/1992


	Literature guide to Bridge to Terabithia, written by Katherine Paterson, illustrated by Donna Diamond / by Sonia Landes and Molly Flender. 

	TX0005148642 

	11/16/1999


	Looking into math : bk. 3 / Susan Gardner and Silvia Acosta. 

	TX0005872761 

	6/17/2002


	Looking into math / Cathy Feldman and Barbara Peckham. 

	TX0005563780 

	6/17/2002


	Looking into math : Ridgewood, New Jersey public schools : bk. 2 / Cathy Feldman and Barbara Peckham. 

	TX0005565757 

	6/17/2002


	Lunch on a raft / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger. 

	TX0005995354 

	6/21/2004


	Mandy / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger. 

	TX0005995352 

	6/21/2004


	Manual de ensenanza del lenguaje / by Paula D. Rome and Jean S. Osman. 

	TX0003526550 

	12/17/1992


	Math & writing : fourteen language arts lessons for students who like math. 

	TX0001315809 

	4/4/1984


	Math and writing 2 : paragraphing skills for students who like math / Robert A. Pauker. 

	TX0002250533 

	2/9/1988












					
	Title

	Reg. Number

	Reg. Date


	Math investigations : bk. 1 : Ridgewood, New Jersey, Public Schools / Cathy Feldman and Barbara Peckham. 

	TX0004749016 

	4/10/1998


	Math investigations Ridgewood, New Jersey public schools : bk. 2 / Cathy Feldman and Barbara Peckham. 

	TX0004771868 

	4/10/1998


	Megawords 1 : multisyllabic words for reading, spelling, and vocabulary / Kristin Johnson, Polly Bayrd. 

	TX0001063639 

	1/12/1983


	Megawords 2 : multisyllabic words for reading, spelling, and vocabulary / Kristin Johnson, Polly Bayrd. 

	TX0001172899 

	8/8/1983


	Megawords : 3 : multisyllabic words for reading, spelling, and vocabulary / Kristin Johnson, Polly Bayrd. 

	TX0001364686 

	6/25/1984


	Megawords 4. 

	TX0003853927 

	12/8/1994


	Megawords 6 : multisyllabic words for reading, spelling, and vocabulary / Kristin Johnson, Polly Bayrd. 

	TX0001588499 

	5/21/1985


	Megawords 8 : multisyllabic words for reading, spelling, and vocabulary / Kristin Johnson, Polly Bayrd. 

	TX0002250530 

	2/9/1988


	Modern America / by Franklin Escher, Jr. 

	TX0003551906 

	5/11/1993


	Modern America / by Franklin Escher, Jr. 

	TX0000873198 

	2/23/1982


	Moon zoo / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger. 

	TX0005995351 

	6/21/2004


	 
	 
	 

	More reading comprehensive in varied subject matter / Jane Ervin. 

	TX0005370824 

	4/13/2001


	More reading comprehensive in varied subject matter : level 2 / Jane Ervin. 

	TX0005370825 

	4/13/2001


	More reading comprehensive in varied subject matter : level 3 / Jane Ervin. 

	TX0005370827 

	4/13/2001


	More reading comprehensive in varied subject matter : level 4 / Jane Ervin. 

	TX0005370826 

	4/13/2001












					
	Title

	Reg. Number

	Reg. Date


	MTA, multisensory teaching approach : 4. 

	TX0003551957 

	5/11/1993


	MTA : Multisensory teaching approach : reading and spelling : 6 / Margaret Taylor Smith. 

	TX0002931492 

	9/7/1990


	MTA program introduction / Margaret Taylor Smith. 

	TX0002987791 

	1/14/1991


	Multi-sensory approach to language arts for specific language disability children : bk. 1 : a guide for primary teachers / Beth H. Slingerland. 

	TX0004675765 

	10/17/1997


	Multisensory teaching approach : alphabet and dictionary skills guide / by Edith A. Hogan and Margaret Taylor Smith. 

	TX0002250529 

	2/9/1988


	Multisensory teaching approach : kit 7. 

	TX0003574976 

	5/11/1993


	Multisensory teaching approach / Margaret Taylor Smith. 

	TX0002638355 

	2/14/1989


	Mystery of the missing marble / written by Tanya Auger ; illustrated by Andrew Kuan. 

	TX0005285009 

	1/18/2001


	Number the stars [by] Lois Lowry / Joel D. Chaston. 

	TX0005358476 

	4/13/2001


	Pediatric examination of educational readiness at middle childhood : Peeramid 2 : examiner's manual / developed under the direction of Melvin D. Levine. 

	TX0004191215 

	1/18/1996


	Peeramid 2, examiner's manual / Melvin D. Levine. 

	TX0004491668 

	3/5/1997


	PEEX 2 (pediatric early elementary examination) / developed under the direction of Melvin D. Levine. 

	TX0004170509 

	12/13/1995


	PEEX 2--pediatric early elementary examination : examiner's manual / developed under the direction of Melvin D. Levine, further developed by Melvin D. Levine and Adrian D. Sandler. 

	TX0004760199 

	4/10/1998












					
	Title

	Reg. Number

	Reg. Date


	PEEX II : the pediatric early elementary examination : examiner's guidelines. 

	TX0003280801 

	3/20/1992


	Phil the flea / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger. 

	TX0005989453 

	6/21/2004


	Phonetic primers / by Carolyn Smith ; [illustrated by Suzanne Sugar]. 

	TX0000379636 

	12/6/1979


	Phonics drill cards update deck. 

	TX0004817023 

	4/10/1998


	Phonics drill cards with pictures for reading and spelling. 

	TX0004766616 

	4/10/1998


	Phonogram, suffix, and prefix strips for classroom use. 

	TX0003685823 

	12/3/1993


	Plain talk about KIDS, Kids inclined toward difficulty in school / Alice P. Thomas, editor. 

	TX0004193513 

	1/18/1996


	Poetry in six dimensions : teacher's guide / Carol Clark and Norma Fifer. 

	TX0005204036 

	3/9/2000


	Poetry in six dimentions ; 20th century voices / Carol Clark and Norma Fifer. 

	TX0005174978 

	3/9/2000


	Poetry in three dimensions : reading, writing, and critical thinking through poetry : bk. 1 / Carol Clark and Alison Draper. 

	TX0005430359 

	8/2/2001


	Pragmatic approach to the evaluation of children's performances on pre-reading screening procedures to identify first grade academic needs / Beth H. Slingerland. 

	TX0000379635 

	12/6/1979


	Pre-reading screening procedures and Slingerland screening tests for identifying children with specific language disability : technical manual / by Susanne P. Fulmer. 

	TX0000575574 

	10/27/1980


	Primary analogies : bk. 2, critical and creative thinking / Gae Brunner, Jean Schoenlank, Marianne Williams, Terri Wiss. 

	TX0004663192 

	11/10/1997












					
	Title

	Reg. Number

	Reg. Date


	Primary analogies : critical and creative thinking. 

	TX0004771869 

	4/10/1998


	Primary analogies : critical and creative thinking : bk. 1 / Gae Brunner, Jean Schoenlank, Marianne Williams, Terri Wiss. 

	TX0004446499 

	12/16/1996


	Primary analogies--critical and creative thinking : bk. 2 : teacher's guide and answer key. 

	TX0004760200 

	4/10/1998


	Reading comprehension : book 8 : in varied subject matter / by Jane Ervin. 

	TX0000537203 

	8/18/1980


	Reading comprehension in varied subject matter : bk. 1 / by Jane Ervin. 

	TX0004772040 

	4/10/1998


	Reading comprehension in varied subject matter : bk. 1 / Jane Ervin. 

	TX0005563742 

	6/17/2002


	Reading comprehension in varied subject matter : bk. 1 / Jane Ervin. 

	TX0004660250 

	10/31/1997


	Reading comprehension in varied subject matter : bk. 2 / by Jane Ervin. 

	TX0003952637 

	12/8/1994


	Reading comprehension in varied subject matter : bk. 2 / Jane Ervin. 

	TX0005563738 

	6/17/2002


	Reading comprehension in varied subject matter : bk. 2 : social studies, literature, mathematics et al. / Jane Ervin. 

	TX0004752261 

	4/10/1998


	Reading comprehension in varied subject matter : bk. 3 / by Jane Ervin. 

	TX0004760201 

	4/10/1998


	Reading comprehension in varied subject matter : bk. 4 : social studies, literature, mathematics et al. / Jane Ervin. 

	TX0004752262 

	4/10/1998


	Reading comprehension in varied subject matter : bk. 9 / by Jane Ervin. 

	TX0003952635 

	12/8/1994


	Reading comprehension in varied subject matter : book 1 / Jane Ervin. 

	TX0001503659 

	1/25/1985


	Reading comprehension in varied subject matter : book 1 / Jane Ervin. 

	TX0000486511 

	6/2/1980












					
	Title

	Reg. Number

	Reg. Date


	Reading comprehension in varied subject matter : book 10 : literature, combined subjects, social studies, science, the arts, philosophy, logic and language, mathematics / by Jane Ervin. 

	TX0001004406 

	10/28/1982


	Reading comprehension in varied subject matter : book 4 / Jane Ervin. 

	TX0000486512 

	6/2/1980


	Reading comprehension in varied subject matter : book 5 / Jane Ervin. 

	TX0000486514 

	6/2/1980


	Reading comprehension in varied subject matter : book 6 / by Jane Ervin. 

	TX0000738155 

	7/20/1981


	Reading comprehension in varied subject matter : book 6 / Jane Ervin. 

	TX0004474444 

	1/2/1997


	Reading comprehension in varied subject matter : book 7 / by Jane Ervin. 

	TX0000738153 

	7/20/1981


	Reading comprehension in varied subject matter : book 9 / by Jane Ervin. 

	TX0000826211 

	12/7/1981


	Reading comprehension in varied subject matter : book[s] 2 [& 3] / Jane Ervin. 

	TX0000486513 

	6/2/1980


	Reading for content : bk. 2 / Carol Einstein. 

	TX0004446347 

	1/2/1997


	Reading from scratch/R F S phonics. 

	TX0001449034 

	11/5/1984


	Reading from scratch/RfS : RfS/workbook 1 / Dorothy VanDenHonert. 

	TX0001440547 

	11/5/1984


	Reading from scratch/RfS : workbook 1. 

	TX0004084426 

	8/11/1995


	Reading from scratch : word lists and sentences for dictation / Dorothy VanDenHonert. 

	TX0001503572 

	1/25/1985


	Reasoning & reading : level 2 / Joanne Carlisle. 

	TX0005563744 

	6/17/2002


	Reasoning and reading : level 1 / by Joanne Carlisle. 

	TX0001040488 

	1/12/1983


	Reasoning and reading : level 1 / Joanne Carlisle. 

	TX0005585781 

	6/17/2002












					
	Title

	Reg. Number

	Reg. Date


	Reasoning and reading : level 1 : teacher's guide and answer key / by Joanne Carlisle. 

	TX0001172897 

	8/8/1983


	Reasoning and reading : level 2 / by Joanne Carlisle. 

	TX0001315796 

	4/4/1984


	Recipe for reading : bk. 4-6 / Connie Russo, Shirli Kohn. 

	TX0003453668 

	12/30/1992


	Recipe for reading workbook 2 / Connie Russo, Shirli Kohn. 

	TX0005495737 

	4/13/2001


	Recipe for reading : workbook 3 / Connie Russo, Shirli Kohn. 

	TX0003071671 

	5/17/1991


	Recipe for reading : workbook 7 / Connie Russo, Shirli Kohn. 

	TX0003458075 

	12/30/1992


	Recipe for reading workbooks : 1 / Connie Russo, Shirli Kohn. 

	TX0002817251 

	5/3/1990


	Return to Aztlan : a history of the Mexican American experience / by Alan Riese and Beverley W. Rodgers. 

	TX0000366872 

	11/19/1979


	Ridgewood analogies : bk. 2 : answer key. 

	TX0004129993 

	11/30/1995


	Ridgewood analogies : bk. 2 / by George Libonate, Jr., with Gae Brunner, Deborah Burde, Marianne Williams, Terri Wiss. 

	TX0004048746 

	5/30/1995


	Ridgewood analogies : critical and creative thinking across the curriculum : bk. 1 / George Libonate, Jr., with Geraldine Brunner, Deborah Burde, Marianne Williams, Theresa Wiss. 

	TX0003873693 

	8/19/1994


	Ridgewood analogies : critical and creative thinking across the curriculum : bk. 3 / George Libonate, Jr. with Gae Brunner, Deborah Burde, Marianne Williams, Terri Wiss. 

	TX0004303545 

	5/22/1996


	Ridgewood analogies : critical and creative thinking across the curriculum : bk. 3 / George Libonate, Jr. with Gae Brunner, Deborah Burde, Marianne Williams, Terri Wiss. 

	TX0004504568 

	3/7/1997












					
	Title

	Reg. Number

	Reg. Date


	Ridgewood analogies : critical and creative thinking across the curriculum : bk. 4 / Gae Brunner, Jean Schoenlank, Marianne Williams, Terri Wiss. 

	TX0005370829 

	4/13/2001


	Ridgewood analogies : critical and creative thinking across the curriculum : bk. 5 / Gae Brunner, Jean Schoenlank, Marianne Williams, Terri Wiss. 

	TX0005370830 

	4/13/2001


	Ridgewood grammar : the language connection : bk. 1 / Nancy Bison and Terri Wiss. 

	TX0005370819 

	4/13/2000


	Ridgewood grammar : the language connection : bk. 2 / Nancy Bison and Terri Wiss. 

	TX0005370815 

	4/13/2001


	Ridgewood grammar : the language connection : bk. 3 / Nancy Bison and Terri Wiss. 

	TX0005510275 

	4/9/2002


	Right into reading : bk. 1 : a phonics-based reading comprehension program / Jane Ervin. 

	TX0005348540 

	2/9/2001


	Right into reading : bk. 1 : a phonics-based reading comprehension program : teacher's key / Jane Ervin. 

	TX0005348541 

	2/9/2001


	Rights of parents and responsibilities of schools / compiled by James G. Meade. 

	TX0000223234 

	3/16/1979


	Rules of the game : 2 / Mary Page, Peter Guthrie, Sloan Sable. 

	TX0002707208 

	12/13/1989


	Rules of the game, 3 / Mary Page, Peter Guthrie, Sloan Sable. 

	TX0003979276 

	2/23/1995


	Rules of the game : bk. 3, taacher's key / Mary Page, Peter Guthrie, Sloan Sable. 

	TX0003069072 

	5/17/1991


	Rules of the game : grammar through discovery : 1 / Mary Page, Peter Guthrie, Sloan Sable. 

	TX0002709084 

	12/13/1989


	Rules of the game : grammar through discovery : 2 : teacher's key / Mary Page, Peter Guthrie, Sloan Sable. 

	TX0002759191 

	2/23/1990












					
	Title

	Reg. Number

	Reg. Date


	Sarah, plain and tall / by Patricia MacLachlan. 

	TX0005086472 

	11/16/1999


	Senior English review exercises / by Earl F. Wood. 

	TX0000538125 

	8/19/1980


	Senior English review exercises. By Earl F. Wood. 

	RE0000555487 

	12/6/1991


	Senior English review exercises; teacher's guide. Text: Earl F. Wood, -1960. 

	RE0000662205 

	1/10/1994


	Sentence power : an approach to beginning reading / by Francee R. Sugar, Jeanette Jefferson Jansky, Martin J. Hoffman, Joan Layton, Catherine Lipkin ; edited by Virginia V. James Hlavsa. 

	TX0004084033 

	8/11/1995


	Sequential seasonal activities : book 2 / Eldra O'Neal, Bev Wolf. 

	TX0001009217 

	11/4/1982


	Situation learning : schedule I. 

	TX0001444214 

	11/5/1984


	Skinny concepts : teacher's journal, bk. 2 / Marsha Stanton. 

	TX0005200138 

	7/27/2000


	Slingerland approach : an effective strategy for teaching spelling / Nancy Cushen White. 

	TX0002707214 

	12/13/1989


	Snake for Jake / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger. 

	TX0005989452 

	6/21/2004


	So many bridges / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger. 

	TX0005994318 

	6/21/2004


	Solving language difficulties : remedial routines / Amey Steere, Caroline Z. Peck, Linda Kahn. 

	TX0001364687 

	6/25/1984


	Solving language difficulties, remedial routines : answer key / Amey Steere, Caroline Z. Peck, Linda Kahn. 

	TX0004775832 

	4/10/1998


	Solving language difficulties--remedial routines. By Amey Steere, Caroline Z. Peck & Linda Kahn. 

	RE0000649394 

	1/10/1994












					
	Title

	Reg. Number

	Reg. Date


	Spell of words : teacher's manual / by Elsie T. Rak. 

	TX0000513996 

	7/14/1980


	Spellbinding 1, workbook of spelling exercises ; Spellbinding 2, workbook of spelling exercises / by Elsie T. Rak. 

	TX0000151566 

	5/23/1978


	Spelling dictionary for writers : a resource for independent writing: bk. 2 / by Gregory Hurray. 

	TX0005584921 

	5/17/2002


	Spelling practice guide : 1-2. 

	TX0003369705 

	8/6/1992


	Spellwell : bk. A / Nancy Hall. 

	TX0005563745 

	6/17/2002


	Spellwell : bk. Aa / Nancy Hall. 

	TX0005563741 

	6/17/2002


	Spellwell : bk. AA / Nancy Hall. 

	TX0004191219 

	1/18/1996


	Spellwell : bk. B / Nancy Hall. 

	TX0005563763 

	6/17/2002


	Spellwell : bk. B / Nancy Hall. 

	TX0004049471 

	1/9/1995


	Spellwell : bk. BB / Nancy Hall. 

	TX0005585780 

	6/17/2002


	Spellwell : bk. Bb / Nancy Hall. 

	TX0003974732 

	1/9/1995


	Spellwell : bk. C, CC : teacher's guide and answer key / Nancy M. Hall. 

	TX0004761367 

	4/10/1998


	Spellwell : bk. C / Nancy Hall. 

	TX0005563737 

	6/17/2002


	Spellwell : bk. C / Nancy Hall. 

	TX0005276407 

	9/29/2000


	Spellwell : bk. Cc / Nancy Hall. 

	TX0005563740 

	6/17/2002


	Spellwell : bk. Cc / Nancy M. Hall. 

	TX0004756099 

	4/10/1998


	Spellwell : bk. D[-DD] / Nancy Hall. 

	TX0005370820 

	4/13/2001


	Spellwell : bks. B Bb : teacher's guide and answer key / Nancy Hall. 

	TX0004048747 

	5/30/1995


	Spotless house / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger. 

	TX0005995355 

	6/21/2004












					
	Title

	Reg. Number

	Reg. Date


	Starting over--a literacy program : a combined teaching manual and student textbook for reading, writing, spelling, vocabulary, and handwriting / Joan Knight. 

	TX0002057007 

	4/27/1987


	Stewart English program : bk. 1, principles plus .... : teacher's guide / Donald S. Stewart. 

	TX0004649165 

	10/17/1997


	Stewart English program : bk. 2, Grammar plus ... / Donald S. Stewart. 

	TX0004504195 

	3/7/1997


	Stewart English program : bk. 3, Writing plus ... / Donald S. Stewart. 

	TX0004455737 

	1/2/1997


	Stories, skills & drills in phonetic reading, comprehension, and pattern spelling : book 1 / Mary Chrismas Writer. 

	TX0001063642 

	1/12/1983


	Stories, skills & drills : teacher's resource manual, book 1 / Mary Chrismas Writer. 

	TX0001001519 

	10/15/1982


	Story notebook, a writer's workshop organizer : bk. 1 / Karen Smith ; ill. by Julia Smith. 

	TX0005358479 

	4/13/2001


	Story notebook, a writer's workshop organizer : teacher's guide / Karen Smith ; ill. by Julia Smith. 

	TX0005358480 

	4/13/2001


	Story of the U. S. A., book 1, Explorers and settlers / by Franklin Escher, Jr. 

	TX0001503602 

	1/25/1985


	Story of the U. S. A. : book 2, A Young nation solves its problems / by Franklin Escher, Jr. 

	TX0001440548 

	11/5/1994


	Story of the U. S. A. : book 3, America becomes a giant / by Franklin Escher, Jr. 

	TX0001364684 

	6/25/1984


	Story of the U. S. A. : book 3, America becomes a giant / by Franklin Escher, Jr. 

	TX0000168803 

	12/26/1978


	Story of the USA : bk. 1, explorers and settlers : teacher's guide / Franklin Escher, Jr. 

	TX0003369702 

	8/6/1992












					
	Title

	Reg. Number

	Reg. Date


	Story of the USA : bk. 2, A young nation solves its problems / by Franklin Escher, Jr. 

	TX0003724004 

	3/21/1994


	Story of the USA : bk. 2, A young nation solves its problems : teacher's guide and answer key / by Franklin Escher, Jr. 

	TX0004026845 

	1/26/1995


	Story of western civilization : bk. 2, Greece and Rome build great civilizations / Alan W. Riese and Herbert J. LaSalle. 

	TX0003993141 

	1/23/1995


	Story of western civilization : the Middle Ages : bk. 3 / by Alan W. Riese and Herbert J. LaSalle. 

	TX0005370817 

	4/13/2001


	Structural arithmethic III : teacher's guide and answer key / Margaret Stern, Toni S. Gould. 

	TX0003369701 

	8/6/1992


	Structural arithmetic II / Margaret Stern, Toni S. Gould. 

	TX0002707213 

	12/13/1989


	Structural arithmetic : II : teacher's guide and answer key / Margaret Stern, Toni S. Gould. 

	TX0002763549 

	2/22/1990


	Success stories 1 / by Elizabeth H. Butcher, Nancy A. Simonetti. 

	TX0000826209 

	12/7/1981


	Success stories : teacher's manual. 

	TX0001315808 

	4/4/1984


	Sugar scoring system for the Bender-Gestalt / Francee R. Sugar. 

	TX0004752052 

	4/10/1998


	Surveys of problem-solving & educational skills / developed under the direction of Lynn J. Meltzer. 

	TX0002052648 

	4/27/1987


	Teacher's manual, Spellbound : phonic, reading & spelling / Elsie T. Rak. 

	TX0000738152 

	7/20/1981


	Teacher's manual to accompany Slingerland college-level screening for the identification of language learning strengths and weaknesses / Carol Murray. 

	TX0003121844 

	7/18/1991












					
	Title

	Reg. Number

	Reg. Date


	Teacher's manual to accompany the Slingerland high school level screening for the identification of language learning strengths and weaknesses / Carol Murray and Patricia Beis. 

	TX0003557278 

	5/11/1993


	Teaching and assessing phonics : why, what, when, how : a guide for teachers / Jeanne S. Chall, Helen M. Popp. 

	TX0004757457 

	4/10/1998


	Teaching and learning at home : a curriculum resource / Dorothy Burrows Johnson. 

	TX0004050333 

	4/18/1995


	Teaching language-deficient children : theory and application of the association method for multisensory teaching / N. Etoile DuBard, Maureen K. Martin. 

	TX0004028515 

	3/31/1995


	Ten essential vocabulary strategies : bk. 3 / Lee Mountain. 

	TX0006011205 

	8/10/2004


	Test booklet for vocabulary from classical roots : E : teacher's guide and answer key. 

	TX0006227600 

	3/14/2005


	Tests to accompany Word attack manual / Josephine Rudd. 

	TX0003100467 

	6/28/1991


	Texas Scottish Rite Hospital literacy program / Joan Keagy and Ann Sanders. 

	TX0003208941 

	12/9/1991


	Text book for vocabulary from classical roots D. 

	TX0006186031 

	3/14/2005


	Text book for vocabulary from classical roots E. 

	TX0006186029 

	3/14/2005


	Text booklet for vocabulary from classical roots D. 

	TX0006186028 

	3/14/2005


	Text booklet for vocabulary from classical roots E. 

	TX0006186030 

	3/14/2005


	Thinking about Mac and Tab : primary phonics comprehension : workbook 1. 

	TX0005383654 

	4/13/2001


	Thinking about Mac and Tab : teacher's guide and answer key / Karen L. Smith. 

	TX0005358478 

	4/13/2001












					
	Title

	Reg. Number

	Reg. Date


	Thinking about Mac and Tab. / text by Karen L. Smith ; ill. by Anslie G. Philpot. 

	TX0005358474 

	4/13/2001


	Thinking about Mac and Tab / text by Karen L. Smith ; ill. by Anslie G. Philpot. 

	TX0005358484 

	4/13/2001


	Thinking about Mac and Tab. / text by Karen L. Smith ; ill. by Anslie G. Philpot. 

	TX0005358487 

	4/13/2001


	Up in the clouds / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger. 

	TX0005989449 

	6/21/2004


	VAK tasks for vocabulary and spelling / by C. Wilson Anderson, Jr. 

	TX0003704764 

	12/27/1993


	VAK tasks for vocabulary and spelling / by C. Wilson Anderson, Jr. 

	TX0000738154 

	7/20/1981


	VAK tasks for vocabulary and spelling : [visual, auditory, kinesthetic] : teacher's manual and answer key / by C. Wilson Anderson. 

	TX0000928731 

	5/13/1982


	Vocabulary builder. Bk. 1. By Austin M. Works. 

	RE0000555488 

	12/6/1991


	Vocabulary builder : bk. 2 / Austin M. Works. 

	TX0003895703 

	9/29/1994


	Vocabulary builder. Bk. 3. By Austin M. Works, author of renewable matter: Educators Publishing Service, Inc. 

	RE0000594107 

	3/23/1992


	Vocabulary builder. Bk. 4. By Austin M. Works, author of renewable matter: Educators Publishing Service, Inc. 

	RE0000594105 

	3/23/1992


	Vocabulary builder : bk. 5 / by Austin M. Works. 

	TX0003895601 

	9/29/1994


	Vocabulary builder. Bk. 5. By Austin M. Works, author of renewable matter: Educators Publishing Service, Inc. 

	RE0000594106 

	3/23/1992


	Vocabulary builder : bk. 5 : teacher's key / Austin M. Works. 

	TX0004129949 

	11/30/1995


	Vocabulary builder : bk. 6 / by Austin M. Works. 

	TX0003895598 

	9/29/1994












					
	Title

	Reg. Number

	Reg. Date


	Vocabulary builder. Bk. 6. By Austin M. Works, author of renewable matter: Educators Publishing Service, Inc. 

	RE0000594108 

	3/23/1992


	Vocabulary builder : bk. 7. 

	TX0003945782 

	11/21/1994


	Vocabulary builder. Bk. 7. By Austin M. Works, author of renewable matter: Educators Publishing Service, Inc. 

	RE0000594109 

	3/23/1992


	Vocabulary builder : book 1. 

	TX0001449264 

	6/25/1984


	Vocabulary builder : book 2. 

	TX0001375224 

	7/6/1984


	Vocabulary builder : book 4. 

	TX0001375223 

	7/6/1984


	Vocabulary builder ; book five [& six] / by Austin M. Works. 

	TX0000321073 

	8/8/1979


	Vocabulary builder : book five / by Austin M. Works. 

	TX0001503599 

	1/25/1985


	Vocabulary builder : book four / by Austin M. Works. 

	TX0000406363 

	2/11/1980


	Vocabulary builder ; book one [& three] / by Austin M. Works. 

	TX0000321072 

	8/8/1979


	Vocabulary builder : book seven / by Austin M. Works. 

	TX0000406364 

	2/11/1980


	Vocabulary builder : book six / by Austin M. Works. 

	TX0001440544 

	11/5/1984


	Vocabulary builder : book three / by Austin M. Works. 

	TX0001364681 

	6/25/1984


	Vocabulary builder : book two / by Austin M. Works. 

	TX0000410503 

	2/11/1980


	Vocabulary from classical roots : B : teacher's guide and answer key / Norma Fifer, Nancy Flowers. 

	TX0003091507 

	6/26/1991


	Vocabulary from classical roots, B : tests / Norma Fifer, Stephen Weislogel. 

	TX0005085641 

	11/16/1999


	Vocabulary from Classical roots : bk. A : teacher's guide and answer key / Norma Fifer, Nancy Flowers. 

	TX0006180054 

	3/14/2005












					
	Title

	Reg. Number

	Reg. Date


	Vocabulary from classical roots : bk. A : tests / Norma Fifer, Stephen Weislogel. 

	TX0005093772 

	11/16/1999


	Vocabulary from Classical roots : bk. B : teacher's guide and answer key / Norma Fifer, Nancy Flowers. 

	TX0006180052 

	3/14/2005


	Vocabulary from Classical roots : bk. C : teacher's guide and answer key / Norma Fifer, Nancy Flowers. 

	TX0006180055 

	3/14/2005


	Vocabulary from classical roots : bk. C : tests / Norma Fifer, Stephen Weislogel. 

	TX0005093768 

	11/16/1999


	Vocabulary from Classical roots : bk. D : teacher's guide and answer key / Norma Fifer, Nancy Flowers. 

	TX0006180053 

	3/14/2005


	Vocabulary from classical roots : bk. D : tests / Norma Fifer, Stephen Weislogel. 

	TX0005093771 

	11/16/1999


	Vocabulary from classical roots, book A answer key. 

	TX0006166577 

	3/14/2005


	Vocabulary from classical roots, book C answer key. 

	TX0006166576 

	3/14/2005


	Vocabulary from classical roots, book E answer key. 

	TX0006166578 

	3/4/2005


	Vocabulary from classical roots : C : teacher's guide and answer key / Norma Fifer, Nancy Flowers. 

	TX0002759192 

	2/23/1990


	Vocabulary from classical roots, D / Norma Fifer, Nancy Flowers. 

	TX0003979275 

	1/23/1995


	Vocabulary from classical roots : E / Norma Fifer, Nancy Flowers. 

	TX0003872481 

	6/23/1994


	Vocabulary from classical roots : E : teacher's guide and answer key / Norma Fifer, Nancy Flowers. 

	TX0004048753 

	5/30/1995


	Vocabulary from classical roots E : tests / Norma Fifer, Stephen Weislogel. 

	TX0005089410 

	11/16/1999


	Vocabulary from classical roots / Norma Fifer, Nancy Flowers. 

	TX0005563739 

	6/17/2002












					
	Title

	Reg. Number

	Reg. Date


	Vocabulary from classical roots / Norma Fifer, Nancy Flowers. 

	TX0003407946 

	9/18/1992


	Wally Walrus / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger. 

	TX0005989447 

	6/21/2004


	Well-told tales : distinguished children's books with activities for reading and language development / Carolyn Henderson. 

	TX0003558440 

	5/25/1993


	Winston grammar program : basic level : student's workbook / Paul R. Erwin. 

	TX0003282007 

	3/30/1992


	Witty word play / by Frances Bloom and Mary M. Geiger ; illustrated by Mary M. Geiger. 

	TX0005989451 

	6/21/2004


	Word elements : how they work together / by Alan W. Riese and Herbert J. LaSalle. 

	TX0004084032 

	8/11/1995


	Word elements--how they work together / by Alan W. Riese and Herbert J. LaSalle. 

	TX0000929560 

	5/13/1982


	Word elements : how they work together : teacher's manual / by Alan W. Riese and Herbert J. LaSalle. 

	TX0001037216 

	1/12/1983


	Wordly wise 3000 : bk. 1 / Kenneth Hodkinson, Sandra Adams. 

	TX0004504193 

	3/7/1997


	Wordly wise 3000 : bk. 3 / Kenneth Hodkinson, Sandra Adams. 

	TX0004236757 

	3/15/1996


	Wordly wise 3000 : bk. 3 / Kenneth Hodkinson, Sandra Adams. 

	TX0004504194 

	3/7/1997


	Wordly wise 3000 : bk. 4 / Kenneth Hodkinson, Sandra Adams. 

	TX0004217315 

	3/15/1996


	Wordly wise 3000 : bk. 4 / Kenneth Hodkinson, Sandra Adams. 

	TX0004493517 

	3/7/1997


	Wordly wise 3000 : bk. 7 / Kenneth Hodkinson, Sandra Adams. 

	TX0005364311 

	4/13/2001


	Wordly wise 3000 : bk. 8 / Kenneth Hodkinson, Sandra Adams. 

	TX0005364312 

	4/13/2001












					
	Title

	Reg. Number

	Reg. Date


	Wordly wise 3000 : bk. 9 / Kenneth Hodkinson, Sandra Adams. 

	TX0005370821 

	4/13/2001


	Wordly wise 3000 : bk. A / by Kenneth Hodkinson and Sandra Adams. 

	TX0005370832 

	4/13/2001


	Wordly wise 3000 : vocabulary workbooks for grades 4-12, sample lessons for grades 4-8 / Kenneth Hodkinson, Sandra Adams. 

	TX0004772045 

	4/10/1998


	Wordly wise. Bk. 1-2. By Kenneth Hodkinson and Joseph Ornato. 

	RE0000701594 

	4/10/1995


	Wordly wise : bk. 1 / Kenneth Hodkinson & Joseph G. Ornato. 

	TX0003952634 

	12/8/1994


	Wordly wise : book 1 [& 2] : teacher's key / by Kenneth Hodkinson & Joseph G. Ornato. 

	TX0000321074 

	8/2/1979


	Wordly wise : book 1, [4 & 6] / Kenneth Hodkinson & Joseph G. Ornato. 

	TX0001210393 

	10/6/1983


	Wordly wise : book 2. 

	TX0001315805 

	4/4/1984


	Wordly wise : book 3. 

	TX0001315806 

	4/4/1984


	Wordly wise : book 5 / Kenneth Hodkinson & Joseph G. Ornato. 

	TX0001232317 

	9/2/1983


	Wordly wise : book 8 / Kenneth Hodkinson. 

	TX0001457946 

	9/2/1983


	Wordly wise : book 8 / Kenneth Hodkinson. 

	TX0000250249 

	4/16/1979


	Wordly wise : book 9. 

	TX0001481826 

	9/2/1983


	Wordly wise : book 9 / Kenneth Hodkinson. 

	TX0000379638 

	12/6/1979


	Wordly wise : book A[-C] : answer key / Kenneth Hodkinson. 

	TX0000859475 

	2/23/1982


	Wordly wise : book A[-C] / Kenneth Hodkinson. 

	TX0000813520 

	9/9/1981


	Wordly wise books / [book [1-7] Kenneth Hodkinson & [book 1-4] Joseph G. Ornato. 

	TX0000168804 

	12/26/1978












					
	Title

	Reg. Number

	Reg. Date


	Wordly wise readers : series A, book 1 [-6] / Kenneth Hodkinson ; [ill. and cover design by Dana Franzen] 

	TX0001531206 

	1/25/1985


	Wordly wise readers : workbook A / Kenneth Hodkinson ; [ill. and cover design by Dana Franzen]. 

	TX0001503601 

	1/25/1985


	Wordly wise reading : bk. 1-2, with writing and comprehension exercises / Kenneth Hodkinson. 

	TX0002707215 

	12/13/1989


	Wordly wise teacher's key : bk. 5 / Kenneth Hodkinson. 

	TX0004446503 

	12/16/1996


	Wordly wise : teacher's key, book 3 / Kenneth Hodkinson & Joseph G. Ornato. 

	TX0000250248 

	4/16/1979


	Wordly wise : teacher's key, book 4 / Kenneth Hodkinson & Joseph G. Ornato. 

	TX0000250247 

	4/16/1979


	Wordly wise : teacher's key, book 5 / Kenneth Hodkinson. 

	TX0000250246 

	4/16/1979


	Wordly wise : teacher's key, book 6 / Kenneth Hodkinson. 

	TX0000231865 

	4/16/1979


	Wordly wise : teacher's key, book 7 / Kenneth Hodkinson. 

	TX0000231864 

	4/16/1979


	Wordly wise : teacher's key, book 8 / Kenneth Hodkinson. 

	TX0000231863 

	4/16/1979


	Words I use when I write : teacher's guide / by Alana Trisler and Patrice Howe Cardiel. 

	TX0006271527 

	11/22/2005


	Workbook of resource words for phonetic reading : bk. 3 / by C. Wilson Anderson. 

	TX0002077959 

	4/27/1987


	Workbook of resource words for phonetic reading : book 1[-2] / by C. Wilson Anderson. 

	TX0000584746 

	11/24/1980


	Worldly wise 3000 : bk. 1, Kenneth Hodkinson, Sandra Adams. 

	TX0004303546 

	5/22/1996


	Worldly wise 3000 : bk. 2 / Kenneth Hodkinson, Sandra Adams. 

	TX0004565025 

	4/10/1998












					
	Title

	Reg. Number

	Reg. Date


	Worldly wise 3000 / by Kenneth Hodkinson and Sandra Adams ; text ill. by Anne Lord ; cover art by Carol Maglitta. 

	TX0005445918 

	9/24/2001


	Worldly wise : bk. 9 / Kenneth Hodkinson. 

	TX0003100430 

	7/1/1991


	Write about me, write about my world : teacher's guide / by Elsie S. Wilmerding. 

	TX0006008035 

	8/10/2004


	Writing skills 1-2 / Diana Hanbury King. 

	TX0002707274 

	12/13/1989


	Writing skills 2 / Diana Hanbury King. 

	TX0004084040 

	8/11/1995


	Writing skills : bk. 1 / Diana Hanbury King. 

	TX0006011206 

	8/10/2004


	Writing skills for the adolescent / Diana Hanbury King. 

	TX0001681558 

	10/25/1985


	Writing with a point / Ann Harper, Jeanne B. Stephens. 

	TX0003979277 

	1/23/1995


	Writing with a point / Ann Harper, Jeanne B. Stephens. 

	TX0002072303 

	4/27/1987


	Written basic English for dyslexic students : transition to the classroom / Marietta Laing Biddle. 

	TX0004748814 

	4/10/1998


	Attack math teacher's resource book / Carole Greenes, Linda Schulman, Rika Spungin, George Immerzeel. 

	TX0005358305 

	4/13/2001


	Beyond the code : bk. 1 / Nancy M. Hall. 

	TX0005358310 

	4/13/2001


	Beyond the code : comprehension and reasoning skills : bk. 4 / Nancy M. Hall ; illustrated by Hugh Price an Alan Price. 

	TX0005504580 

	4/9/2002


	Bookwise : a literature guide, roll of thunder, hear my cry / Anita Moss. 

	TX0005358318 

	4/13/2001


	Bookwise : a literature guide, stone fox / Edith Baxter. 

	TX0005358317 

	4/13/2001


	Bookwise : a literature guide, the witch of Blackbird Pond / Molly Flender & Sonia Landes. 

	TX0005358311 

	4/13/2001












					
	Title

	Reg. Number

	Reg. Date


	Bookwise : a literature guide, tuck everlasting / Molly Flender & Sonia Landes. 

	TX0005358314 

	4/13/2001


	Dyslexia training program : schedule 1 student's book / Patricia Bailey Beckham, Marietta Laing Biddle. 

	TX0005358315 

	4/13/2001


	Multi-sensory approach to language arts, book 2 : teaching manual 

	TX0005358308 

	4/13/2001


	Stepping stones : a path to critical thinking : bk. 2 / Vera Schneider ; illustrated by Ruth Linstromberg. 

	TX0005504581 

	4/9/2002


	Story notebook : a writer's workshop organizer, bk. 2 / Karen L. Smith. 

	TX0005358316 

	4/13/2001


	Thinking about Mac and Tab : primary phonics comprehension workbook 5 / by Karen L. Smith. 

	TX0005358307 

	4/13/2001


	Voculary builder : bk. 1 / Austin M. Works. 

	TX0003895590 

	9/29/1994


	Voculary builder : bk. 3 / Austin M. Works. 

	TX0003895591 

	9/29/1994


	Voculary builder : bk. 4 / Austin M. Works. 

	TX0003895589 

	9/29/1994


	Primary Phonics Intervention Guide Levels 1-6. 

	TX0007039394 

	8/31/2009


	Primary Phonics Teacher's Guide 1-2-3. 

	TX0007039363 

	8/31/2009


	Primary Phonics Teacher's Guide 4-5-6. 

	TX0007039405 

	8/31/2009


	Explode the code 5

	TX0003700928

	12/17/1993


	Screening Tests for identifying Children with Specific Language Disability:  Teacher's Manual

	A 135391

	1970


	Screening Tests for identifying Children with Specific Language Disability (Form A)

	A 146679

	1970


	Screening Tests for identifying Children with Specific Language Disability (Form A, B, C)

	A 146681

	1970












					
	Title

	Reg. Number

	Reg. Date


	Screening Tests for identifying Children with Specific Language Disability (Form B and C)

	A 176670

	1970


	Screening Tests for identifying Children with Specific Language Disability: Teacher's Manual

	A 208864

	1971


	A First Course in Phonic Reading Teacher's Manual

	A 221464

	1971


	Second English Review

	A 288862

	1971


	A Second Course in Phonic Reading Book 1 and Teacher's Manual

	A 301523

	1971


	A First Course in Phonic Reading 

	A 301524

	1971


	A First Course in Phonic Reading 

	A 390375

	1972


	First English Review

	A 390378

	1972


	First English Review

	A 576535

	1962


	Word Attack Manual and Test Booklet

	A 576558

	1962


	Junior English review Exercises Book II

	A 576560

	1960


	Second English Review

	A 592196

	1962


	College Entrance Review in English Aptitude, Supplement

	A 593201

	1947


	College Entrance Review in English Aptitude

	A 600551

	1962


	Composition Book 2

	A 624005

	1963


	Composition Book 1

	A 624007

	1963


	A First Course in Remedial Reading (Student Workbook and TM)

	A 631830

	1963


	Junior English Review Exercises Book I

	A 656806

	1963


	College Entrance Review in English Aptitude

	A 669316

	1975


	Basic Language Principles with Language Background

	A 680788

	1964


	First English Review

	A 718331

	1964












					
	Title

	Reg. Number

	Reg. Date


	Second English Review

	A 718332

	1964


	A Second Course in Phonetic Reading Book 1

	A 722585

	1964


	A Second Course in Phonetic Reading

	A 722586

	1964


	A First Course in Phonic Reading and Teacher's Manual

	A 788984

	1965


	A Childs Spelling System:  The Rules

	A 792458

	1965


	Structures and Techniques: Remedial Language Training

	A 79987

	1969


	Screening Tests for Identifying Children with Specific Language Disability (Form A, B, and C, and Teacher's Manual)

	A 811863

	1966


	Junior English Review

	A 823303

	1965


	Mac

	A 847404

	1966


	Ted

	A 847409

	1966


	The Wig

	A 847410

	1966


	Teacher's guide Senior English Review Exercises

	A 866656

	1966


	Solving Language Difficulties

	A 875 259

	1966


	Screening Tests for Identifying Children with Specific Language Disability: Teacher's Manual

	A 896 250

	1967


	Preparing the Research Paper

	A 935 498

	1967


	Alphabetic Phonics: Structures and Procedures, Coding and Terminology, Formulas for Diving Words into Syllables, Formulas for Spelling Words

	A 935500

	1967


	Alphabetic Phonics Workbook1

	A 935502

	1927


	Alphabetic Phonics Alphabet Cards

	A 942771

	1967


	Wordly Wise Book 1 and 2

	A 950553

	1967


	Handprints : an early reading program : book C

	TX0005320058

	11/7/2000












					
	Title

	Reg. Number

	Reg. Date


	More primary phonics storybooks : bk 1-10

	TX0004523410

	1/2/1997


	Primary Phonics Set 4

	TX0004756906 

	4/10/1998


	Vocabulary from classical roots : bk. 5

	TX0006320456

	1/6/2006


	Vocabulary from classical roots : bk. 5 : teacher's guide and answer key

	TX0006320457

	1/6/2006


	Vocabulary from classical roots : bk. 6

	TX0006320458

	1/6/2006


	Phonics plus C : reteach and practice differentiated instruction guide

	TX0006320459

	1/6/2006


	SPIRE level 6 word cards

	TX0006409208

	6/30/2006


	Phonics plus K

	TX0006320455

	1/6/2006


	Handprints teacher's guide for book A

	TX0005144929

	2/14/2000


	Handprints, book A

	TX0005144930

	2/14/2000


	Handprints storybook B

	TX0005155890

	2/14/2000


	Handprints : bk. B: an early reading program

	TX0005169444

	3/14/2000


	Handprints : storybooks C, set 1

	TX0005266984

	4/20/2000


	Handprints : an early reading program : teacher's guide for book C

	TX0005253117

	12/26/2000


	Handprints : an early reading program : teacher's guide for storybooks B

	TX0005266879

	4/20/2000


	Handprints : an early reading program : teacher's guide for book B

	TX0005266880

	4/20/2000


	Handprints : an early reading program, set 2

	TX0005375592

	4/13/2001


	Handprints: an early reading program, storybooks D, set 1

	TX0005613024

	9/9/2002


	Handprints : an early reading program, teacher's guide for storybooks C, set .

	TX0005309367

	11/7/2000


	Handprints : an early reading program :bk. D.

	TX0005504579

	4/9/2002












					
	Title

	Reg. Number

	Reg. Date


	Handprints : an early reading program : storybooks B, set 2

	TX0006123207

	3/4/2005


	Handprints: Storybooks A, Set 3

	TX0006829408

	9/28/2007


	Handprints: Storybooks B, Sets 3

	TX0006829409

	9/28/2007


	Reading Comprehension in Varied Subject Matter, Book 2-3

	A 129104

	1970


	Reading Comprehension in Varied Subject Matter, Book 1

	A 1355387

	1969


	Solving Language Difficulties: Remedial Routines

	A 208863

	1971


	Reading Comprehension in Varied Subject Matter, Book 3

	A 288864

	1971


	Reading Comprehension in Varied Subject Matter, Book 4

	A 288866

	1971


	Spellbound Phonic Reading and Spelling; Teacher's Manual

	A 384392

	1972


	Language Tool Kit

	A 384397

	1972


	Reading Comprehension in Varied Subject Matter, Book 3

	A 390376

	1971


	Reading Comprehension in Varied Subject Matter, Book 5-6

	A 392763

	1971


	Reading Comprehension in Varied Subject Matter, Book 1-2

	A 392765

	1971


	Spellbound Phonic Reading and Spelling

	A 400057

	1972


	Recipe for Reading

	A 401201

	1972


	Recipe for Reading

	A 509655

	1973


	Reading Comprehension in Varied Subject Matter, Book 8

	A 516405

	1973


	Language Tool Kit; Manual

	A 669319

	1975


	Reading Comprehension in Varied Subject Matter, Book 9-10

	A 669321

	1975












					
	Title

	Reg. Number

	Reg. Date


	Reading Comprehension in Varied Subject Matter, Book 1

	A 763989

	1975


	Solving Language Difficulties, Remedial Routines

	A 875259

	1994


	Hammond & Stephens Company--Agriculture award : Agriculture award. 

	VA0000171217 

	11/5/1984


	Hammond & Stephens Company--Art award : Art award. 

	VA0000171239 

	11/5/1984


	Hammond & Stephens Company--Athletic award : Athletic award. 

	VA0000171232 

	11/5/1984


	Hammond & Stephens Company--Attendance award : Attendance award. 

	VA0000171225 

	11/5/1984


	Hammond & Stephens Company--Band award : Band award. 

	VA0000171233 

	11/5/1984


	Hammond & Stephens Company--Business award : Business award. 

	VA0000171224 

	11/5/1984


	Hammond & Stephens Company--Cheerleading award : Cheerleading award. 

	VA0000171226 

	11/5/1984


	Hammond & Stephens Company--Choir award : Choir award. 

	VA0000171218 

	11/5/1984


	Hammond & Stephens Company--Citizenship award : Citizenship award. 

	VA0000171240 

	11/5/1984


	Hammond & Stephens Company--Computer award : Computer award. 

	VA0000171241 

	11/5/1984


	Hammond & Stephens Company--Dance award : Dance award. 

	VA0000171242 

	11/5/1984


	Hammond & Stephens Company--Debate award : Debate award. 

	VA0000171219 

	11/5/1984


	Hammond & Stephens Company--Drama award : Drama award. 

	VA0000171237 

	11/5/1984


	Hammond & Stephens Company--Driver education award : Driver education award. 

	VA0000171236 

	11/5/1984












					
	Title

	Reg. Number

	Reg. Date


	Hammond & Stephens Company--Foreign language award : Foreign language award. 

	VA0000171235 

	11/5/1984


	Hammond & Stephens Company--Gymnastics award : Gymnastics award. 

	VA0000171234 

	11/5/1984


	Hammond & Stephens Company--Handwriting award : Handwriting award. 

	VA0000171238 

	11/5/1984


	Hammond & Stephens Company--Health award : Health award. 

	VA0000171243 

	11/5/1984


	Hammond & Stephens Company--Home economics award : Home economics award. 

	VA0000171244 

	11/5/1984


	Hammond & Stephens Company--Honor award : Honor award. 

	VA0000171245 

	11/5/1984


	Hammond & Stephens Company--Honor roll award : Honor roll award. 

	VA0000171220 

	11/5/1984


	Hammond & Stephens Company--Honor Society award : Honor Society award. 

	VA0000171221 

	11/5/1984


	Hammond & Stephens Company--Industrial arts award : Industrial arts award. 

	VA0000171246 

	11/5/1984


	Hammond & Stephens Company--Journalism award : Journalism award. 

	VA0000171247 

	11/5/1984


	Hammond & Stephens Company--Language arts award : Language arts award. 

	VA0000171248 

	11/5/1984


	Hammond & Stephens Company--Mathematics award : Mathematics award. 

	VA0000171249 

	11/5/1984


	Hammond & Stephens Company--Outstanding achievement award : Outstanding achievement award. 

	VA0000171222 

	11/5/1984


	Hammond & Stephens Company--Physical education award : Physical education award. 

	VA0000171250 

	11/5/1984












					
	Title

	Reg. Number

	Reg. Date


	Hammond & Stephens Company--Principal award : Principal award. 

	VA0000171223 

	11/5/1984


	Hammond & Stephens Company--Reading award : Reading award. 

	VA0000171251 

	11/5/1984


	Hammond & Stephens Company--Safety award : Safety award. 

	VA0000171227 

	11/5/1984


	Hammond & Stephens Company--Science award : Science award. 

	VA0000171228 

	11/5/1984


	Hammond & Stephens Company--Social studies award : Social studies award. 

	VA0000171229 

	11/5/1984


	Hammond & Stephens Company--Spelling award : Spelling award. 

	VA0000171230 

	11/5/1984


	Hammond & Stephens Company--Student Council award : Student Council award. 

	VA0000171231 

	11/5/1984


	S.C.O.B.I. program for lesson planning : Lesson planning. 

	TX0001544708 

	3/15/1985







SPORTIME, LLC

			
	Title

	Reg. Number

	Reg. Date


	Bean bag bears. 

	VAu000425885 

	3/5/1998


	Bean bag bunnies. 

	VA0000884346 

	10/21/1997


	Bean bag frogs. 

	VA0000875777 

	10/6/1997


	Bean bag gorillas. 

	VA0000875779 

	10/6/1997


	Bean bag hippo. 

	VA0000875780 

	10/6/1997


	Bean bag pig. 

	VA0000875778 

	10/6/1997


	Bean bag triceratops. 

	VAu000425884 

	3/5/1998


	Bean bag turtles. 

	VA0000908300 

	10/24/1997


	Bean bag tyrannosaurus. 

	VAu000425886 

	3/5/1998


	Hands-On basketball. 

	VA0000932992 

	6/12/1998












					
	Title

	Reg. Number

	Reg. Date


	Lilac : Lessons for inclusive language activities in the classroom / Gail Raymond & Aileen C. Lau-Dickinson. 

	TX0004450525 

	1/23/1997


	Living skills for the brain-injured child & adolescent / Julie M. Buxton and Kelly B. Godfrey. 

	TX0005027304 

	8/9/1999


	Plaid : Practical lessons for apraxia with illustrated drills / Brenda Dell Lark Whisonant ; Robert Whisonant, illustrator. 

	TX0004450530 

	1/23/1997


	RAD : Remediation of articulation disorders : a pragmatic approach / Jan Bieniosek. 

	TX0004450526 

	1/23/1997


	Sound connections : emerging rules for the young child : a phonological awareness, development, and remediation program / Jane C. Webb and Barbara Duckett. 

	TX0004450529 

	1/23/1997


	Sounds plus s + r : Sounds plus sibilants. 

	TX0001895398 

	8/6/1986


	Speech beans. 

	TX0001879656 

	8/7/1986


	Stuttering : helping the disfluent preschool child / Julie A. Blonigen. 

	TX0004292208 

	5/22/1996


	Tips for teaching infants & toddlers : early intervention program / Carol Weil, Ellen D'Amato, Dorothy Benson, Fern Cagan. 

	TX0004730295 

	4/7/1998


	TRAP : Testing & remediating auditory processing / Lynn V. Baron Berk. 

	TX0004693615 

	12/11/1997


	Warmups & workouts : exercises for learning "r" / Jane Folk ; Sara Folk, illustrator. 

	TX0004292198 

	5/22/1996


	Who gets on jets? 

	TX0001884107 

	8/7/1986


	Workbook for memory skills / Beth M. Kennedy. 

	TX0004450527 

	1/23/1997


	Workbook for verbal expression / Beth M. Kennedy. 

	TX0004292196 

	5/22/1996












					
	Title

	Reg. Number

	Reg. Date


	Artic-pic : a show 'n' tell book about [r] ; Artic-pic : a show 'n' tell book about [s] / Denise Grigas. 

	TX0005027145 

	8/9/1999


	Blonigen fluency program / Julie A. Blonigen. 

	TX0005375899 

	1/4/2001


	Breakfast club : enhancing the communication ability of Alzheimer's patients. 

	PA0000865729 

	7/10/1997


	Breakfast club : program training guide / Mary Jo Santo Pietro & Faerella Boczko. 

	TX0004562853 

	7/10/1997


	COMFI scale : communication outcome measure of functional independence / Mary Jo Santo Pietro & Faerella Boczko. 

	TX0004562852 

	7/10/1997


	Effective conversations--techniques for talking together / Darlene Lengel. 

	TX0004294307 

	5/20/1996


	Effective listening / Darlene Lengel. 

	TX0005027144 

	8/9/1999


	I can say R. 

	TX0005539440 

	5/21/2002


	I can say S. 

	TX0005539439 

	5/21/2002


	Is the child really stuttering? : Questions & answers about preschool disfluency / Julie A. Blonigen. 

	TX0005377337 

	1/4/2001


	MCLA : Measure of cognitive-linguistic abilities / Wendy J. Ellmo, Jill M. Graser, Elizabeth A. Krchnavek, Deborah B. Calabrese, Kimberly Hauck. 

	TX0004314064 

	5/20/1996


	Paths : phonological awareness training and help for students / Jane Webb. 

	TX0005375900 

	1/4/2001


	Sound advice. 

	TX0002233302 

	9/14/1987


	Speech & language & voice & more / Julie A. Blonigen. 

	TX0005377149 

	1/4/2001


	Speechcrafts / Marcia French Gilmore ; Muriel French, illustrator. 

	TX0004298536 

	5/21/1996


	Stepping up to fluency / Janice Pechter Ellis. 

	TX0005027146 

	8/9/1999












					
	Title

	Reg. Number

	Reg. Date


	Take a chance / Gary J. Cooper. 

	TX0003740044 

	2/1/1994


	What is auditory processing? / Susan Bell. 

	TX0003721616 

	2/1/1994


	What is dementia? / Mary Jo Santo Pietro. 

	TX0005027090 

	8/9/1999


















Schedule 3 Intellectual Property Licenses




Agreement, dated September 21, 1995, between The Regents of the University of California and School Specialty, Inc. (as successor to Delta Education, LLC, as successor to Delta Education, Inc., as successor to Encyclopedia Britannica Educational Corporation); as amended April 17, 1996, December 3,1999, February 7, 2000, July 31, 2001, May 14, 2003, March 6, 2007 and January 1, 2008. 















SCHEDULE 4

to 

GUARANTY AND SECURITY AGREEMENT (WELLS)

Patents




CHILDCRAFT EDUCATION CORP.

								
	





Title

	Country

	App. No.

	Filing 

Date

	Pat. No.

	Issue

 Date

	Status

	Bus. Unit / Owner


	BIN AND BAY SHELVING AND STORAGE UNIT

	United States

	 

	 

	D437,706

	02/20/01

	Granted

	Childcraft Education Corp


	ART TABLE

	United States

	10/068,439

	02/05/02

	6694893

	02/24/04

	Granted

	Childcraft Education Corp


	COAT RACK AND STORAGE UNIT

	United States

	 

	 

	D436,263

	01/16/01

	Granted

	Childcraft Education Corp


	ROLLING BIN

	United States

	 

	 

	D423,171

	04/18/00

	Granted

	Childcraft Education Corp


	ART TABLE

	United States

	 

	 

	D423,254

	04/25/00

	Granted

	Childcraft Education Corp


	ROOM DIVIDER

	United States

	 

	 

	D423,825

	05/02/00

	Granted

	Childcraft Education Corp


	HANDLES IN A PAIR OF SWINGING DOORS

	United States

	 

	 

	D429,097

	08/08/00

	Granted

	Childcraft Education Corp


	TOY REFRIGERATOR HAVING AN ACTIVITY SURFACE

	United States

	09/479,004

	01/07/00

	6171173

	01/09/01

	Granted

	Childcraft Education Corp


	CORNER MOULDING AND IMPROVED CORNER CONSTRUCTION

	United States

	09/263,751

	03/05/99

	6352382

	03/05/02

	Granted

	Childcraft Education Corp


	CHAIR

	United States

	 

	 

	D470,320

	02/18/03

	Granted

	Childcraft Education Corp


	CHAIR

	United States

	 

	 

	D471,730

	03/18/03

	Granted

	Childcraft Education Corp






















								
	CORNER MOULDING AND IMPROVED CORNER CONSTRUCTION

	United States

	09/263,751

	03/05/99

	6176637

	01/23/01

	Granted

	Childcraft Education Corp







SCHOOL SPECIALTY, INC.

								
	





Title

	Country

	App. No.

	Filing Date

	Pat. No.

	Issue Date

	Status

	Bus. Unit / Owner


	DUAL SURFACE BALL

	United States

	29/151,190

	10/22/01

	D478367

	08/12/03

	Granted

	School Specialty, Inc.


	METHOD OF TEACHING READING (ii)

	United States

	11/511,473

	08/29/06

	 

	 

	Published

	School Specialty, Inc.


	METHOD OF TEACHING READING

	United States

	09/726,550

	12/01/00

	6544039

	04/08/03

	Granted

	School Specialty, Inc.


	METHOD OF TEACHING READING

	Canada

	 

	12/01/00

	2327241

	06/10/08

	Granted

	School Specialty, Inc.


	EDUCATIONAL GAME

	United States

	29/241,872

	11/01/05

	D538,856

	03/20/07

	Granted

	School Specialty, Inc.










SPORTIME, LLC

								
	





Title

	Country

	App. No.

	Filing Date

	Pat. No.

	Issue Date

	Status

	Bus. Unit / Owner


	TRAINING DEVICE

	United States

	29/240,540

	10/14/05

	D537,119

	02/20/07

	Granted

	Sportime, LLC


	TRAINING DEVICE

	United States

	11/365,973

	03/01/06

	7618358

	11/17/09

	Granted

	Sportime, LLC















Schedule 5 Pledged Companies

							
	Name of 

Grantor

	Name of Pledged 

Company

	Number of 

Shares/Units

Owned

	Class of 

Interests

	Percentage

 of Class 

Owned

	Percentage

 of Class 

Pledged

	Certificate

Nos.


	School Specialty, Inc.

	ClassroomDirect.com, LLC

	1

	N/A

	100%

	100%

	1


	School Specialty, Inc.

	Childcraft Education Corp.

	1,000

	Common

	100%

	100%

	2


	Childcraft Education Corp.

	Bird-in-Hand Woodworks, Inc.

	5

	common

	100%

	100%

	2


	School Specialty, Inc.

	Frey Scientific, Inc.

	100

	Common

	100%

	100%

	1


	School Specialty, Inc.

	Sportime, LLC

	100%

	N/A

	100%

	100%

	005


	School Specialty, Inc.

	Sax Arts & Crafts, Inc.

	100

	Common

	100%

	100%

	1


	School Specialty, Inc.

	Premier Agendas, Inc.

	11,200

	Common

	100%

	100%

	52


	School Specialty, Inc.

	Select Agendas, Corp. 

	1000

	Common

	100%

	65%

	1


	School Specialty, Inc.

	Califone Internationl, Inc.

	100

	Common

	100%

	100%

	1


	School Specialty, Inc.

	Delta Education, LLC

	100

	N/A

	100%

	100%

	1


	School Specialty, Inc.

	Premier School Agendas, Ltd.

	100

	Unlimited common shares

	100%

	65%

	003


	School Specialty, Inc.

	Carson-Dellosa Publishing, LLC

	3500

	Units

	35%

	100%

	[    ]












SCHEDULE 6

to

GUARANTY AND SECURITY AGREEMENT (WELLS)




United States Trademarks 




CALIFONE INTERNATIONAL, INC.

							
	Mark

	Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	610

	Califone Intl, Inc

	Registered

	4091042

	85/354,375

	24-Jan-2012

	23-Jun-2011


	AV2

	Califone Intl, Inc

	Published

	 

	85/351,692

	 

	21-Jun-2011


	DISCOVERY

	Califone Intl, Inc

	Registered

	4091043

	85/354,379

	24-Jan-2012

	23-Jun-2011


	CALIFONE

	Califone Intl, Inc

	Published

	 

	85/254,328

	 

	01-Mar-2011


	CALIFONE

	Califone Intl, Inc

	Registered

	2130349

	 

	20-Jan-1998

	 


	CALIFONE

	Califone Intl, Inc

	Registered

	1186512

	 

	19-Jan-1982

	 


	CALIFONE & Design

	Califone Intl, Inc

	Registered

	582612

	 

	24-Nov-1953

	 


	EXPLORER

	Califone Intl, Inc

	Registered

	4091044

	85/354,386

	24-Jan-2012

	23-Jun-2011


	GOT IT!

	Califone Intl, Inc

	Registered

	3755877

	77/632,278

	02-Mar-2010

	12-Dec-2008


	ODYSSEY

	Califone Intl, Inc

	Pending

	 

	85/354,383

	 

	23-Jun-2011










CHILDCRAFT EDUCATION CORP.

							
	Mark

	Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	ABC

	Childcraft Education Corp

	Registered

	3264692

	78/922,715

	17-Jul-2007

	05-Jul-2006


	ABC SCHOOL SUPPLY

	Childcraft Education Corp

	Registered

	2298368

	 

	07-Dec-1999

	 












							
	Mark

	Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	ABC WHERE EDUCATION MEETS IMAGINATION and Design

	Childcraft Education Corp

	Registered

	2338224

	 

	04-Apr-2000

	 


	BIRD-IN-HAND

	Childcraft Education Corp

	Registered

	3954275

	85/115,820

	03-May-2011

	25-Aug-2010


	BIRD-IN-HAND and Design

	Childcraft Education Corp

	Registered

	3954276

	85/115,823

	03-May-2011

	25-Aug-2010


	CHILDCRAFT

	Childcraft Education Corp

	Registered

	712499

	72/091,591

	14-Mar-1961

	25-Feb-1960


	CHILDCRAFT

	Childcraft Education Corp

	Registered

	2006367

	75/026,995

	08-Oct-1996

	04-Dec-1995


	KORNERS FOR KIDS

	Childcraft Education Corp

	Registered

	1933650

	 

	07-Nov-1995

	 


	MAGNASTIKS (Stylized)

	Childcraft Education Corp

	Registered

	1272927

	73/413,192

	03-Apr-1984

	18-Jan-1983


	TUFF-GLIDE SYSTEM

	Childcraft Education Corp

	Registered

	2792916

	78/103,107

	09-Dec-2003

	16-Jan-2002


	WHERE EDUCATION MEETS IMAGINATION

	Childcraft Education Corp

	Registered

	2388545

	 

	19-Sep-2000

	 







CLASSROOM DIRECT.COM, LLC

							
	Mark

	Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	CLASSROOM DIRECT

	Classroom Direct.com LLC

	Registered

	2795089

	 

	16-Dec-2003

	CLASSROOM DIRECT


	CLASSROOMDIRECT.COM

	Classroom Direct.com LLC

	Registered

	3685902

	77/686,524

	22-Sep-2009

	09-Mar-2009


	RE-PRINT

	Classroom Direct.com LLC

	Registered

	1793996

	74/338,876

	21-Sep-1993

	10-Dec-1992







DELTA EDUCATION, LLC

							
	Mark

	Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	BASE TEN FRIES

	Delta Education, LLC

	Registered

	2343563

	 

	18-Apr-2000

	 


	BECAUSE CHILDREN LEARN BY DOING

	Delta Education, LLC

	Registered

	1907146

	 

	25-Jul-1995

	 


	DECIMAL DOG

	Delta Education, LLC

	Registered

	2368405

	 

	18-Jul-2000

	 


	DECIMAL DOG

	Delta Education, LLC

	Registered

	2837853

	 

	04-May-2004

	 


	DELTA CIRCUITWORKS

	Delta Education, LLC

	Registered

	2923833

	 

	01-Feb-2005

	 












							
	Mark

	Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	DELTA EDUCATION

	Delta Education, LLC

	Registered

	2812356

	 

	10-Feb-2004

	 


	DELTA EDUCATION & Design

	Delta Education, LLC

	Registered

	2374672

	 

	08-Aug-2000

	 


	DELTA EDUCATION & Design

	Delta Education, LLC

	Registered

	2343043

	 

	18-Apr-2000

	 


	DELTA EDUCATION & Design

	Delta Education, LLC

	Registered

	3797720

	78/949,706

	01-Jun-2010

	10-Aug-2006


	DELTA EDUCATION SCIS 3 & Design

	Delta Education, LLC

	Registered

	1783147

	 

	20-Jul-1993

	 


	DELTA SCIENCE CONTENT READERS

	Delta Education, LLC

	Registered

	3706026

	77/374,898

	03-Nov-2009

	18-Jan-2008


	DELTA SCIENCE FIRST READERS

	Delta Education, LLC

	Registered

	3063278

	78/579,490

	28-Feb-2006

	03-Mar-2005


	DELTA SCIENCE MODULE

	Delta Education, LLC

	Registered

	2844301

	 

	25-May-2004

	 


	DELTA SCIENCE READERS

	Delta Education, LLC

	Registered

	3229760

	78/909,268

	17-Apr-2007

	15-Jun-2006


	DELTA SCIENCE RESOURCE SERVICE

	Delta Education, LLC

	Registered

	3835810

	77/624,467

	17-Aug-2010

	02-Dec-2008


	DIAL-A-DIGIT

	Delta Education, LLC

	Registered

	2458617

	 

	05-Jun-2001

	 


	DIAL-A-DOLLAR

	Delta Education, LLC

	Registered

	2458616

	 

	05-Jun-2001

	 


	DIAL-A-FRACTION

	Delta Education, LLC

	Registered

	2462810

	 

	19-Jun-2001

	 


	DIAL-A-PATTERN

	Delta Education, LLC

	Registered

	2509886

	 

	20-Nov-2001

	 


	DIAL-A-TIME

	Delta Education, LLC

	Registered

	2456424

	 

	29-May-2001

	 


	DIAL-A-TRIAL

	Delta Education, LLC

	Registered

	2509888

	 

	20-Nov-2001

	 


	DIAL-A-VOLUME

	Delta Education, LLC

	Registered

	2509887

	 

	20-Nov-2001

	 


	DOTCAR

	Delta Education, LLC

	Registered

	3100515

	78/628,430

	06-Jun-2006

	12-May-2005


	DSM THIRD EDITION

	Delta Education, LLC

	Pending

	 

	85/352,961

	 

	22-Jun-2011


	FAST FOOD FOR THOUGHT

	Delta Education, LLC

	Registered

	1877608

	 

	07-Feb-1995

	 


	FRACTION BURGER

	Delta Education, LLC

	Registered

	2755799

	 

	26-Aug-2003

	 


	FRACTIONOES

	Delta Education, LLC

	Registered

	2462811

	 

	19-Jun-2001

	 












							
	Mark

	Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	GETTING STARTED WITH MANIPULATIVES (Stylized)

	Delta Education, LLC

	Registered

	3010435

	76/613,053

	01-Nov-2005

	20-Sep-2004


	HEXAGONOES

	Delta Education, LLC

	Registered

	3475563

	77/339,063

	29-Jul-2008

	28-Nov-2007


	INQUIRY INVESTIGATIONS

	Delta Education, LLC

	Registered

	4109628

	85/078,862

	06-Mar-2012

	06-Jul-2010


	MATH IN A NUTSHELL

	Delta Education, LLC

	Registered

	2458341

	 

	05-Jun-2001

	 


	MATH TUNE-UPS

	Delta Education, LLC

	Registered

	2605461

	 

	06-Aug-2002

	 


	NEO/BLOOD

	Delta Education, LLC

	Registered

	2552466

	 

	26-Mar-2002

	 


	NEO/LAB

	Delta Education, LLC

	Registered

	2460125

	 

	12-Jun-2001

	 


	NEO/RESOURCE

	Delta Education, LLC

	Registered

	2451571

	 

	15-May-2001

	 


	NEO/SCI

	Delta Education, LLC

	Registered

	3696397

	77/291,723

	13-Oct-2009

	28-Sep-2007


	NEO/SLIDE

	Delta Education, LLC

	Registered

	2451570

	 

	15-May-2001

	 


	SCIENCE IN A NUTSHELL

	Delta Education, LLC

	Registered

	2370886

	 

	25-Jul-2000

	 


	SCIENCE VIEW

	Delta Education, LLC

	Registered

	2502701

	 

	30-Oct-2001

	 










PREMIER AGENDAS, INC.

							
	Mark

	Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	1ST & Design

	Premier Agendas, Inc.

	Registered

	1753883

	 

	23-Feb-1993

	 


	AGENDA MATE

	Premier Agendas, Inc.

	Registered

	2161267

	 

	02-Jun-1998

	 


	DISCOVER AGENDA

	Premier Agendas, Inc.

	Registered

	2722431

	 

	03-Jun-2003

	 


	GO WORKBOOK

	Premier Agendas, Inc.

	Registered

	3117882

	78/277,792

	18-Jul-2006

	23-Jul-2003


	IF I PLAN TO LEARN, I MUST LEARN TO PLAN

	Premier Agendas, Inc.

	Registered

	2120484

	75/099,048

	09-Dec-1997

	06-Mar-1996


	JOURNEY TO SUCCESS

	Premier Agendas, Inc.

	Registered

	4094352

	85/082,650

	31-Jan-2012

	12-Jul-2010


	MAKE IT A RULE TO PLAN

	Premier Agendas, Inc.

	Registered

	2118995

	75/100,716

	09-Dec-1997

	08-May-1996


	MAKE TODAY COUNT

	Premier Agendas, Inc.

	Registered

	2279483

	 

	21-Sep-1999

	 


	OLIVIA OWL

	Premier Agendas, Inc.

	Registered

	2120485

	75/099,520

	09-Dec-1997

	06-May-1996












							
	Mark

	Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	ONTRAC

	Premier Agendas, Inc.

	Registered

	3842377

	77/648,035

	31-Aug-2010

	13-Jan-2009


	ONTRAC

	Premier Agendas, Inc.

	Registered

	3793647

	77/369,947

	25-May-2010

	11-Jan-2008


	PREMIER GO PROGRAM

	Premier Agendas, Inc.

	Registered

	3117874

	78/262,399

	18-Jul-2006

	13-Jun-2003


	PREMIERCAMPUS

	Premier Agendas, Inc.

	Registered

	3695170

	77/663,998

	13-Oct-2009

	05-Feb-2009


	THE 101

	Premier Agendas, Inc.

	Registered

	4126207

	85/091,113

	10-Apr-2012

	22-Jul-2010


	TIMETRACKER

	Premier Agendas, Inc.

	Registered

	3343824

	78/682,790

	27-Nov-2007

	01-Aug-2005


	UGO365

	Premier Agendas, Inc.

	Registered

	3935126

	77/791,368

	22-Mar-2011

	28-Jul-2009


	UGO365

	Premier Agendas, Inc.

	Published

	 

	77/954,006

	 

	09-Mar-2010




SAX ARTS AND CRAFTS, INC.

							
	Mark

	Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	NATURE'S IMPRESSIONS

	Sax Arts & Crafts, Inc.

	Registered

	3646434

	77/598,303

	30-Jun-2009

	22-Oct-2008


	SAX

	Sax Arts & Crafts, Inc.

	Registered

	2257283

	75/525,966

	29-Jun-1999

	27-Jul-1998


	TRUE-FLOW

	Sax Arts & Crafts, Inc.

	Registered

	1271755

	73/378,143

	27-Mar-1984

	04-Aug-1982


	VERSA TEMP

	Sax Arts & Crafts, Inc.

	Registered

	1746677

	74/263,859

	19-Jan-1993

	08-Apr-1992


	WRITE ON and Design

	Sax Arts & Crafts, Inc.

	Registered

	1262365

	73/378,144

	27-Dec-1983

	04-Aug-1982










SCHOOL SPECIALTY, INC.

							
	Mark

	Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	ACADEMY OF MATH

	Educator's Publishing Service

	Registered

	2757555

	78/107,494

	26-Aug-2003

	07-Feb-2002


	ACADEMY OF READING

	Educator's Publishing Service

	Registered

	2713411

	76/433,433

	06-May-2003

	23-Jul-2002


	BECKLEY CARDY & Design

	School Specialty, Inc.

	Registered

	3444300

	77/262,873

	10-Jun-2008

	23-Aug-2007


	BRODHEAD GARRETT

	School Specialty, Inc.

	Registered

	2393549

	75/843,310

	10-Oct-2000

	08-Nov-1999


	CATT

	School Specialty, Inc.

	Pending

	 

	85/600,067

	 

	17-Apr-2012












							
	Mark

	Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	CLAIMS TO FAME

	Educator's Publishing Service

	Registered

	2434267

	 

	06-Mar-2001

	 


	CLASSROOM SELECT

	School Specialty, Inc.

	Registered

	3162946

	75/811,427

	24-Oct-2006

	28-Sep-1999


	CLASSROOM SELECT & Design

	School Specialty, Inc.

	Registered

	3350057

	78/846,980

	04-Dec-2007

	27-Mar-2006


	CLASSROOM SELECT (stacked)

	School Specialty, Inc.

	Registered

	4091699

	85/033,268

	24-Jan-2012

	07-May-2010


	CVB CONTENT - AREA VOCABULARY BUILDER

	Educator's Publishing Service

	Published

	 

	85/053,659

	 

	03-Jun-2010


	CVB CONTENT - AREA VOCABULARY BUILDER

	Educator's Publishing Service

	Pending

	 

	85/976,429

	 

	13-Feb-2012


	EDUCATION ESSENTIALS

	School Specialty, Inc.

	Registered

	3033079

	78/402,586

	20-Dec-2005

	15-Apr-2004


	EDUCATORS PUBLISHING SERVICE

	Educator's Publishing Service

	Registered

	2988601

	76/575,452

	30-Aug-2005

	17-Feb-2004


	EPS

	Educator's Publishing Service

	Registered

	3813140

	77/783,358

	06-Jul-2010

	17-Jul-2009


	EPS

	Educator's Publishing Service

	Registered

	3798641

	77/782,872

	08-Jun-2010

	16-Jul-2009


	EPS

	Educator's Publishing Service

	Registered

	2287995

	 

	19-Oct-1999

	 


	EPS

	Educator's Publishing Service

	Registered

	2292730

	 

	16-Nov-1999

	 


	EPS & Design

	Educator's Publishing Service

	Registered

	3039679

	76/621,988

	10-Jan-2006

	22-Nov-2004


	EPS & Design

	Educator's Publishing Service

	Registered

	2281714

	 

	28-Sep-1999

	 


	EPS -CL16

	Educator's Publishing Service

	Registered

	2279489

	 

	21-Sep-1999

	 


	EPS PHONICS PLUS

	Educator's Publishing Service

	Registered

	3218947

	78/722,904

	13-Mar-2007

	29-Sep-2005


	EXPLODE THE CODE

	Educator's Publishing Service

	Registered

	2276181

	 

	07-Sep-1999

	 


	FREY CHOICE

	School Specialty, Inc.

	Registered

	3842515

	77/704,182

	31-Aug-2010

	01-Apr-2009


	FREY SCIENTIFIC

	School Specialty, Inc.

	Registered

	2393552

	75/843,889

	10-Oct-2000

	08-Nov-1999












							
	Mark

	Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	FREY SECURE

	School Specialty, Inc.

	Registered

	3842513

	77/704,177

	31-Aug-2010

	01-Apr-2009


	FREY SELECT

	School Specialty, Inc.

	Registered

	3842514

	77/704,180

	31-Aug-2010

	01-Apr-2009


	HELPING EDUCATORS ENGAGE AND INSPIRE STUDENTS OF ALL AGES AND ABILITIES TO LEARN

	School Specialty, Inc.

	Registered

	3652327

	77/464,756

	07-Jul-2009

	02-May-2008


	HUSH BUDDY

	School Specialty, Inc.

	Published

	 

	85/389,616

	 

	04-Aug-2011


	LEARNING OUTLET

	School Specialty, Inc.

	Registered

	4089263

	85/327,528

	17-Jan-2012

	23-May-2011


	LITERACY LEADERS

	Educator's Publishing Service

	Registered

	3423913

	77/191,219

	06-May-2008

	26-May-2007


	MAGTILES

	Educator's Publishing Service

	Registered

	3550881

	77/149,992

	23-Dec-2008

	05-Apr-2007


	MAKING CONNECTIONS

	Educator's Publishing Service

	Registered

	3218948

	78/722,907

	13-Mar-2007

	29-Sep-2005


	PATH DRIVER FOR MATH

	Educator's Publishing Service

	Pending

	 

	85/566,908

	 

	12-Mar-2012


	PATH DRIVER FOR READING

	Educator's Publishing Service

	Pending

	 

	85/566,906

	 

	12-Mar-2012


	PORTFOLIO

	Educator's Publishing Service

	Registered

	4016804

	85/036,884

	23-Aug-2011

	12-May-2010


	PRIMARY PHONICS

	Educator's Publishing Service

	Registered

	2325691

	 

	07-Mar-2000

	 


	PROJECTS BY DESIGN

	School Specialty, Inc.

	Registered

	3852130

	77/682,097

	28-Sep-2010

	03-Mar-2009


	RAISING STUDENT ACHIEVEMENT

	School Specialty, Inc.

	Registered

	4065748

	85/152,081

	06-Dec-2011

	13-Oct-2010


	RAISING STUDENT ACHIEVEMENT Logo

	School Specialty, Inc.

	Registered

	4065749

	85/152,082

	06-Dec-2011

	13-Oct-2010


	S.P.I.R.E. (SPIRE)

	Educator's Publishing Service

	Registered

	2048906

	 

	01-Apr-1997

	 


	SAX and Design

	School Specialty, Inc.

	Registered

	3327134

	78/795,166

	30-Oct-2007

	19-Jan-2006


	SCHOOL SMART

	School Specialty, Inc.

	Registered

	3376477

	78/630,773

	29-Jan-2008

	16-May-2005


	SCHOOL SMART & Design

	School Specialty, Inc.

	Registered

	3735305

	78/630,775

	05-Jan-2010

	16-May-2005


	SCHOOL SPECIALTY

	School Specialty, Inc.

	Registered

	2086842

	74/712,553

	12-Aug-1997

	08-Aug-1995












							
	Mark

	Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	SCHOOL SPECIALTY LITERACY AND INTERVENTION

	Educator's Publishing Service

	Registered

	3965024

	85/090,230

	24-May-2011

	22-Jul-2010


	SCHOOL SPECIALTY ONLINE (Design)

	School Specialty, Inc.

	Registered

	3437742

	78/628,899

	27-May-2008

	12-May-2005


	SCHOOL SPECIALTY THE POWER OF TEACHING. THE WONDERS OF LEARNING, & Design

	School Specialty, Inc.

	Registered

	3007875

	78/331,687

	18-Oct-2005

	21-Nov-2003


	SCHOOL SPECIALTY WEXPLORE

	School Specialty, Inc.

	Registered

	3926476

	77/787,848

	01-Mar-2011

	23-Jul-2009


	SITTON SPELLING AND WORD SKILLS

	Educator's Publishing Service

	Registered

	3617281

	77/452,338

	05-May-2009

	18-Apr-2008


	SOUNDS SENSIBLE

	Educator's Publishing Service

	Registered

	2163913

	 

	09-Jun-1998

	 


	SOUNDS SENSIBLE

	Educator's Publishing Service

	Registered

	3381536

	77/218,893

	12-Feb-2008

	29-Jun-2007


	SPELL CHECK

	Educator's Publishing Service

	Registered

	2335381

	75/648,445

	28-Mar-2000

	25-Feb-1999


	TEACHERS' DISCOUNT

	School Specialty, Inc.

	Pending

	 

	85/549,307

	 

	22-Feb-2012


	TOUCHPHONICS

	Educator's Publishing Service

	Registered

	2465862

	 

	03-Jul-2001

	 


	TOUCH-UNITS

	Educator's Publishing Service

	Registered

	3446159

	77/149,991

	10-Jun-2008

	05-Apr-2007


	ULTRA PLUS

	School Specialty, Inc.

	Registered

	2730228

	76/302,139

	24-Jun-2003

	20-Aug-2001


	VIC (MISCELLANEOUS DESIGN ONLY)

	School Specialty, Inc.

	Registered

	3024505

	78/331,716

	06-Dec-2005

	21-Nov-2003


	VOCABULARY FROM CLASSICAL ROOTS

	Educator's Publishing Service

	Registered

	3618327

	77/420,054

	12-May-2009

	12-Mar-2008


	VOCABULARY FROM CLASSICAL ROOTS

	Educator's Publishing Service

	Registered

	3614545

	77/355,324

	05-May-2009

	19-Dec-2007


	WEXPLORE

	School Specialty, Inc.

	Registered

	3926477

	77/787,852

	01-Mar-2011

	23-Jul-2009


	WHERE THE CHILD COMES FIRST

	School Specialty, Inc.

	Pending

	 

	85/555,103

	 

	28-Feb-2012












							
	Mark

	Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	WORDLY  WISE

	Educator's Publishing Service

	Registered

	2278178

	 

	14-Sep-1999

	 


	WORDLY WISE 3000

	Educator's Publishing Service

	Registered

	3217686

	78/879,989

	13-Mar-2007

	09-May-2006


	WORDS I USE WHEN I WRITE

	Educator's Publishing Service

	Registered

	3223075

	78/914,544

	27-Mar-2007

	22-Jun-2006


	YOU FOCUS ON ACHIEVEMENT, WE FOCUS ON YOU

	School Specialty, Inc.

	Registered

	3687338

	77/598,309

	22-Sep-2009

	22-Oct-2008










SPORTIME, LLC

							
	Mark

	Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	ABILITATIONS

	Sportime, LLC

	Registered

	1741976

	74/265,815

	22-Dec-1992

	15-Apr-1992


	B THE SPEECH BIN & Design

	The Speech Bin, Inc.

	Registered

	1542482

	 

	06-Jun-1989

	 


	CATCH BALL and Design

	Sportime, LLC

	Registered

	1836922

	74/278,480

	17-May-1994

	26-May-1992


	CELL-U-LAR RUBBER TECHNOLOGY (Stylized)

	Sportime, LLC

	Registered

	2986067

	78/134,349

	16-Aug-2005

	10-Jun-2002


	 CHIME TIME

	Sportime, LLC

	Registered

	1737386

	74/265,816

	01-Dec-1992

	15-Apr-1992


	INTEGRATIONS

	Sportime, LLC

	Registered

	2793125

	78/154,693

	09-Dec-2003

	15-Aug-2002


	PHYSIO-ROLL and Design

	Sportime, LLC

	Registered

	1766015

	74/306,216

	20-Apr-1993

	21-Aug-1992


	RAG BALL & Design

	Sportime, LLC

	Registered

	3548583

	76/338,171

	23-Dec-2008

	15-Nov-2001


	SPORDAS (STYLIZED)

	Sportime, LLC

	Registered

	1955231

	74/285,191

	06-Feb-1996

	16-Jun-1992


	SPORTIME

	Sportime, LLC

	Registered

	1665914

	74/100,635

	26-Nov-1991

	26-Sep-1990


	SPORTIME

	Sportime, LLC

	Registered

	1085148

	73/120,398

	07-Feb-1978

	25-Mar-1977


	SPORTIME and Design

	Sportime, LLC

	Registered

	2498193

	76/130,890

	16-Oct-2001

	19-Sep-2000


	THE SPEECH BIN

	Sportime, LLC

	Registered

	3205537

	78/801,406

	06-Feb-2007

	27-Jan-2006









Trademarks other than in the United States




BIRD-IN-HAND WOODWORKS, INC.

							
	Mark

	Country / 

Business Unit

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	EARLY CHILDHOOD DIRECT

	Canada

Bird-In-Hand Woodworks, Inc

	Registered

	599487

	1050895

	15-Jan-2004

	15-Mar-2000










CALIFONE INTERNATIONAL, INC.

							
	Mark

	Country / 

Business Unit

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	CALIFONE

	Canada

Califone Intl, Inc

	Registered

	TMA153506

	297477

	06-Oct-1967

	02-Jun-1966










CHILDCRAFT EDUCATION CORP.

							
	Mark

	Country / 

Business Unit

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	ABC

	Canada

Childcraft Education Corp

	Registered

	737538

	1310677

	03-Apr-2009

	26-Jul-2006


	BIRD-IN-HAND

	Canada

Childcraft Education Corp

	Pending

	 

	1513319

	 

	31-Jan-2011


	CHILDCRAFT

	Canada

Childcraft Education Corp

	Registered

	656137

	1242177

	06-Jan-2006

	29-Dec-2004















CLASSROOM DIRECT.COM, LLC

							
	Mark

	Country / Business Unit

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	CLASSROOM DIRECT & design

	Canada

Classroom Direct.com LLC

	Registered

	790151

	1434680

	09-Feb-2011

	15-Apr-2009










DELTA EDUCATION, LLC

							
	Mark

	Country / Business Unit

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	DELTA EDUCATION & Design

	Canada

Delta Education, LLC

	Registered

	733131

	1334846

	26-Jan-2009

	02-Jun-2008


	DELTA SCIENCE READERS

	Canada

Delta Education, LLC

	Registered

	746955

	1319222

	03-Sep-2009

	06-Oct-2006










PREMIER AGENDAS, INC.

							
	Mark

	Country / 

Business Unit

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	AGENDA MATE

	Canada

Premier Agendas, Inc.

	Registered

	TMA405655

	689907

	27-Nov-1992

	19-Sep-1991


	AGENDAS DESIGN

	Canada

Premier Agendas, Inc.

	Registered

	TMA651657

	1173815

	27-Oct-2005

	27-Oct-2005


	BASIC BASICS

	Canada

Premier Agendas, Inc.

	Registered

	TMA500824

	843311

	17-Sep-1998

	17-Sep-1998


	CANADIAN TO THE CORE

	Canada

Premier Agendas, Inc.

	Registered

	TMA607353

	1166086

	08-Apr-2004

	08-Apr-2004


	COMPASS FOR CAMPUS

	Canada

Premier Agendas, Inc.

	Registered

	TMA579787

	1070625

	23-Apr-2003

	23-Apr-2003












							
	Mark

	Country / 

Business Unit

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	DISCOVER AGENDA

	Canada

Premier Agendas, Inc.

	Registered

	TMA585899

	1119643

	23-Jul-2003

	23-Jul-2003


	GO WORKBOOK

	Canada

Premier Agendas, Inc.

	Registered

	647913

	1209178

	13-Sep-2005

	10-Mar-2004


	HABITS OF SUCCESS

	Canada

Premier Agendas, Inc.

	Registered

	TMA563006

	1070623

	04-Jun-2002

	04-Jun-2002


	IF I PLAN TO LEARN I MUST LEARN TO PLAN

	Canada

Premier Agendas, Inc.

	Registered

	TMA434047

	731407

	30-Sep-1994

	30-Sep-1994


	ONTRAC

	Canada

Premier Agendas, Inc.

	Published

	 

	1429126

	 

	26-Feb-2009


	PREMIER COMPASS AGENDA

	Canada

Premier Agendas, Inc.

	Registered

	TMA579786

	1070604

	23-Apr-2003

	23-Apr-2003


	PREMIER GO PROGRAM

	Canada

Premier Agendas, Inc.

	Registered

	668315

	1184721

	20-Jul-2006

	30-Jul-2003


	PREMIER LOGO DESIGN

	Canada

Premier Agendas, Inc.

	Registered

	TMA598636

	1147943

	06-Jan-2004

	06-Jan-2004


	PREMIERCAMPUS

	Canada

Premier Agendas, Inc.

	Registered

	799733

	1433020

	10-Jun-2011

	31-Mar-2009


	PRIMA VUE

	Canada

Premier Agendas, Inc.

	Registered

	TMA569651

	1089539

	25-Oct-2002

	25-Oct-2002


	READ AND DISCOVER

	Canada

Premier Agendas, Inc.

	Registered

	TMA627127

	1200255

	01-Dec-2004

	01-Dec-2004


	SHOW AND SHARE

	Canada

Premier Agendas, Inc.

	Registered

	TMA625684

	1200256

	17-Nov-2004

	17-Nov-2004


	SMART PACK

	Canada

Premier Agendas, Inc.

	Registered

	TMA627128

	1200254

	01-Dec-2004

	01-Dec-2004


	SUR LA VOIE

	Canada

Premier Agendas, Inc.

	Registered

	776090

	1429044

	01-Sep-2010

	26-Feb-2009


	THE 101

	Canada

Premier Agendas, Inc.

	Published

	 

	1498607

	 

	05-Oct-2010


	TIMETRACKER

	Canada

Premier Agendas, Inc.

	Registered

	TMA768,035

	1167989

	28-May-2010

	17-Feb-2003


	UGO365

	Canada

Premier Agendas, Inc.

	Published

	 

	1495317

	 

	09-Sep-2010












							
	Mark

	Country / 

Business Unit

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	UGO365

	Canada

Premier Agendas, Inc.

	Pending

	 

	1495318

	 

	09-Sep-2010










SPORTIME, LLC

							
	Mark

	Country / Business Unit

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	ABILITATIONS

	Canada

Sportime, LLC

	Registered

	747940

	1331474

	17-Sep-2009

	16-Jan-2007


	CATCHBALL

	Germany

Select Service & Supply Co, In

	Registered

	2069111

	 

	27-Jun-1994

	31-Oct-1993


	INTEGRATIONS

	Canada

Sportime, LLC

	Registered

	636598

	1167511

	01-Apr-2005

	14-Feb-2003


	INTEGRATIONS

	Germany

Sportime, LLC

	Registered

	30454687

	30454687.9

	17-Mar-2005

	24-Sep-2004


	INTEGRATIONS

	United Kingdom

Sportime, LLC

	Registered

	2369512

	2369512

	08-Apr-2005

	30-Jul-2004


	SPORDAS

	France

Sportime, LLC

	Registered

	92/442,446

	 

	12-Jun-1992

	 


	SPORDAS

	Greece

Sportime, LLC

	Registered

	111602

	 

	26-Nov-1992

	 


	SPORDAS

	Ireland

Sportime, LLC

	Registered

	149159

	149159

	16-Jun-1992

	16-Jun-1992


	SPORDAS

	Switzerland

Sportime, LLC

	Registered

	518250

	02804/2003

	23-May-2003

	23-May-2003


	SPORDAS & Design

	Benelux

Sportime, LLC

	Registered

	519716

	782031

	17-Jun-1992

	17-Jun-1982


	SPORDAS (word mark)

	Denmark

Sportime, LLC

	Registered

	vr109531992

	 

	27-Nov-1992

	 


	SPORDAS (word stylized)

	Italy

Sportime, LLC

	Registered

	992210

	 

	17-Jul-1992

	17-Jul-1992


	SPORTIME

	Australia

Sportime, LLC

	Registered

	A605437

	 

	25-Jun-1993

	25-Jun-1993












							
	Mark

	Country / 

Business Unit

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	SPORTIME

	Brazil

Sportime, LLC

	Registered

	817409459

	 

	01-Mar-1995

	 


	SPORTIME

	Canada

Sportime, LLC

	Registered

	365972

	 

	23-Feb-1990

	 


	SPORTIME

	Canada

Sportime, LLC

	Registered

	TMA565,487

	1044355

	02-Aug-2002

	16-Apr-1998


	SPORTIME

	Israel

Sportime, LLC

	Pending

	89910

	 

	 

	18-Nov-1993


	SPORTIME

	Japan

Sportime, LLC

	Registered

	3141032

	5072198

	30-Apr-1996

	 


	SPORTIME

	Korea, Republic of

Sportime, LLC

	Registered

	7726

	156466

	03-Jul-2003

	 


	SPORTIME

	Mexico

Sportime, LLC

	Registered

	493739

	493739

	10-Aug-1992

	 


	SPORTIME

	New Zealand

Sportime, LLC

	Registered

	236174

	 

	20-Apr-1994

	20-Apr-1994


	SPORTIME

	Panama

Sportime, LLC

	Registered

	66973

	66973

	16-Mar-1995

	16-Mar-1995


	SPORTIME

	Panama

Sportime, LLC

	Registered

	66974

	66974

	16-Mar-1995

	16-Mar-1995


	SPORTIME

	Singapore

Sportime, LLC

	Registered

	T03/12522D

	T03/12522D

	15-Aug-2003

	15-Aug-2003


	SPORTIME

	South Africa

Sportime, LLC

	Registered

	 

	93/10983

	19-Nov-1993

	 


	SPORTIME & Design

	Singapore

Sportime, LLC

	Registered

	 

	T03/12525I

	15-Aug-2003

	15-Aug-2003


	SPORTIME AND DESIGN

	Singapore

Sportime, LLC

	Registered

	T03/12524J

	T03/12524J

	15-Aug-2003

	15-Aug-2003


	SPORDAS

	Finland

Select Service & Supply Co, In

	Registered

	127477

	 

	05-Aug-1993

	 


	SPORDAS

	Norway

Select Service & Supply Co, In

	Registered

	160551

	 

	09-Dec-1993

	23-Oct-1992












							
	Mark

	Country / 

Business Unit

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	SPORDAS

	Portugal

Sportime, LLC

	Registered

	284948

	284948

	24-Mar-1994

	30-Jul-1992


	SPORDAS

	Sweden

Select Service & Supply Co, In

	Registered

	249418

	 

	28-May-1993

	 


	SPORDAS

	United Kingdom

Select Service & Supply Co, In

	Registered

	 

	1503060

	11-Jun-1992

	11-Jun-1992










SCHOOL SPECIALTY, INC.

							
	Mark

	Country / Business Unit

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	ACADEMY OF MATH

	Canada

Educator's Publishing Service

	Registered

	TMA614425

	1123254

	08-Jul-2004

	26-Nov-2001


	ACADEMY OF READING

	Canada

Educator's Publishing Service

	Registered

	TMA553660

	1049743

	13-Nov-2001

	08-Mar-2000


	AUTOSKILL

	Canada

School Specialty, Inc.

	Pending

	 

	1568321

	 

	12-Mar-2012


	AUTOSKILL

	Canada

Educator's Publishing Service

	Registered

	TMA393997

	673829

	07-Feb-1992

	16-Jan-1991


	AUTOSKILL & Design

	Canada

Educator's Publishing Service

	Registered

	TMA415136

	673830

	06-Aug-1993

	16-Jan-1991


	BIRD IN HAND WOODWORKS & Design

	Canada

School Specialty, Inc.

	Pending

	 

	1513321

	 

	31-Jan-2011


	CLASSROOM SELECT & Design

	Canada

School Specialty, Inc.

	Pending

	 

	1500927

	 

	25-Oct-2010


	CLASSROOM SELECT Horizontal Logo

	Canada

School Specialty, Inc.

	Pending

	 

	1500934

	 

	25-Oct-2010












							
	Mark

	Country / 

Business Unit

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	CVB CONTENT-AREA VOCABULARY BUILDER

	Canada

Educator’s Publishing Services

	Published

	 
	1485406

	 
	16-Jun-2010


	EDUCATION ESSENTIALS

	Canada

School Specialty, Inc.

	Registered

	654482

	1230486

	06-Dec-2005

	16-Sep-2004


	EPS

	Canada

Educator's Publishing Service

	Registered

	TMA557,206

	 

	31-Jan-2002

	31-Jan-2002


	EPS

	Canada

Educator's Publishing Service

	Registered

	TMA551,753

	 

	28-Sep-2001

	 


	EPS

	Canada

Educator's Publishing Service

	Registered

	TMA550,546

	 

	10-Sep-2001

	10-Sep-2001


	EPS

	Canada

School Specialty, Inc.

	Registered

	790904

	1446509

	16-Feb-2011

	29-Jul-2009


	EPS

	Canada

Educator's Publishing Service

	Registered

	TMA558,743

	 

	04-Mar-2002

	04-Mar-2002


	FREY CHOICE

	Canada

School Specialty, Inc.

	Registered

	796468

	1451837

	02-May-2011

	15-Sep-2009


	FREY SECURE

	Canada

School Specialty, Inc.

	Registered

	796480

	1451833

	02-May-2011

	15-Sep-2009


	FREY SELECT

	Canada

School Specialty, Inc.

	Registered

	796481

	1451834

	02-May-2011

	15-Sep-2009


	HELPING EDUCATORS ENGAGE AND INSPIRE STUDENTS OF ALL AGES AND ABILITIES TO LEARN

	Canada

School Specialty, Inc.

	Registered

	758568

	1403756

	02-Feb-2010

	17-Jul-2008


	INQUIRY INVESTIGATIONS & Design

	Canada

School Specialty, Inc.

	Published

	 

	1508615

	 

	20-Dec-2010


	LEARNING OUTLET

	Canada

School Specialty, Inc.

	Pending

	 

	1550251

	 

	01-Nov-2011


	MAKING CONNECTIONS

	Canada

Educator's Publishing Service

	Registered

	748126

	1388573

	18-Sep-2009

	25-Mar-2008












							
	Mark

	Country / 

Business Unit

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	MISCELLANEOUS DESIGN

	Canada

School Specialty, Inc.

	Registered

	724639

	1218515

	26-Sep-2008

	28-May-2004


	NATURE'S IMPRESSIONS

	Canada

School Specialty, Inc.

	Registered

	785621

	1422392

	21-Dec-2010

	18-Dec-2008


	PATH DRIVER FOR MATH

	Canada

Educator's Publishing Service

	Unfiled

	 

	 

	 

	 


	PATH DRIVER FOR READING

	Canada

Educator's Publishing Service

	Unfiled

	 

	 

	 

	 


	PORTFOLIO

	Canada

Educator's Publishing Service

	Published

	 

	1483658

	 

	03-Jun-2010


	PROJECTS BY DESIGN

	Canada

School Specialty, Inc.

	Registered

	805134

	1448868

	24-Aug-2011

	20-Aug-2009


	SCHOOL SMART

	Canada

School Specialty, Inc.

	Registered

	734412

	1269559

	13-Feb-2009

	23-Aug-2005


	SCHOOL SMART & Design

	Canada

School Specialty, Inc.

	Registered

	739508

	1269561

	06-May-2009

	23-Aug-2005


	SCHOOL SPECIALTY

	Canada

School Specialty, Inc.

	Registered

	715934

	1331578

	04-Jun-2008

	17-Jan-2007


	SCHOOL SPECIALTY LITERACY AND INTERVENTION

	Canada

Educator's Publishing Service

	Published

	 

	1491322

	 

	05-Aug-2010


	SCHOOL SPECIALTY ONLINE & Design

	Canada

School Specialty, Inc.

	Registered

	765953

	1279025

	06-May-2010

	09-Nov-2005


	SCHOOL SPECIALTY WEXPLORE

	Canada

School Specialty, Inc.

	Registered

	805811

	1466160

	31-Aug-2011

	18-Jan-2010


	SOLUTION SCOLAIRE

	Canada

School Specialty, Inc.

	Registered

	816276

	1473175

	26-Jan-2012

	15-Mar-2010


	SOLUTION SCOLAIRE & Design

	Canada

School Specialty, Inc.

	Registered

	808345

	1482471

	05-Oct-2011

	25-May-2010


	SPORDAS

	Germany

School Specialty, Inc.

	Registered

	2075525

	 

	13-Jun-1992

	 


	WEXPLORE

	Canada

School Specialty, Inc.

	Registered

	805814

	1466159

	31-Aug-2011

	18-Jan-2010












							
	Mark

	Country / 

Business Unit

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	WHERE THE CHILD COMES FIRST

	Canada

School Specialty, Inc.

	Pending

	 

	1568312

	 

	12-Mar-2012





















Trademark Registrations and Applications 

the Company has already decided to abandon




CALIFONE INTERNATIONAL, INC.




							
	Mark

	Country / 

Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	CALIFONE

	Argentina

Califone International, Inc.

	Registered

	2038863

	 
	22-Aug-2005

	 









CHILDCRAFT EDUCATION CORP.

							
	Mark

	Country / 

Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	SIDEWALK SCIENCE

	United States 

Childcraft Education Corp.

	Registered

	3140209

	 
	05-Sep-2006

	 









DELTA EDUCATION, LLC

							
	Mark

	Country / 

Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	DIAL-A-SHAPE

	United States 

Delta Education, LLC

	Registered

	2599179

	 
	23-Jul-2002

	 

	DIAL-A-VARIABLE

	United States 

Delta Education, LLC

	Registered

	2599178

	 
	23-Jul-2002

	 






SCHOOL SPECIALTY, INC.

							
	Mark

	Country / 

Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	BABY BRIGHTS BOOKS

	United States 

School Specialty, Inc.

	Registered

	1918816

	 
	12-Sep-1995

	 











							
	Mark

	Country / 

Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	CLASSROOM DESIGNER

	United States 

School Specialty, Inc.

	Registered

	3103791

	 
	13-Jun-2006

	 

	EDUCATOR PRICE

	United States 

School Specialty, Inc.

	Pending

	 
	85/158,273

	 
	21-Oct-2010


	JUNEBOX

	United States 

School Specialty, Inc.

	Registered

	2589390

	 
	02-Jul-2002

	 

	JUNEBOX.COM

	United States 

School Specialty, Inc.

	Registered

	2589382

	 
	02-Jul-2002

	 

	PREMIER SCIENCE

	United States 

School Specialty, Inc.

	Registered

	2543407

	 
	26-Feb-2002

	 

	SUBSTANCE FREE KIDS

	United States 

School Specialty, Inc.

	Registered

	3255321

	 
	26-Jun-2007

	 

	HUFF AND PUFF

	United Kingdom

School Specialty, Inc.

	Registered

	2049200

	 
	20-Sep-1996

	 









SPORTIME, LLC

							
	Mark

	Country / 

Bus. Unit / Owner

	Status

	Reg. No.

	App. No.

	Reg. Date

	Filing Date


	SPORTIME FITNESS & SPORT and Design

	United States 

Sportime, LLC

	Registered

	3126350

	 
	08-Aug-2006

	 























Schedule 6(h)(iii)(B) Infringements

Infringement Claims

Innovatio IP Ventures, LLC – claims to own some 20 patents in the field of wireless networking technology.  Innovatio has notified School Specialty that Innovatio believes School Specialty requires a license under Innovatio’s patents in order to permit users and visitors at any School Specialty location to use wireless technology to exchange information, including access to the Internet.  To date, the company is still gathering information to respond substantively, and has discussed the matter with Innovatio’s counsel to a limited extent.

Landmark Technology, LLC – claims to own U.S. Patent Nos. 5,576,951, 6,289,319 and 7,010,508 relating to transaction processes and features used in many electronic commerce systems including structures which exchange business data among trading partners.  Landmark has notified School Specialty that Landmark believes School Specialty requires a license under these patents.  To date, the company is still gathering information to respond substantively, and has discussed the matter with Landmark’s counsel to a limited extent.

Neither of the above described claims is covered by insurance.  

Regarding the Innovatio IP Ventures, LLC claim, which is not at the litigation stage, we estimate the exposure to be less than $250,000.  We believe that we have a significant chance of prevailing in the event that this is litigated.  

Regarding the Landmark Technology, LLC claim, which is not at the litigation stage, we estimate the exposure to be less than $200,000.  We believe that we have a significant chance of prevailing in the event that this is litigated.  


















Schedule 6(k) Security Interest Approval

Consent from the Regents of the University of California Lawrence Hall of Science for the assignment by Delta Education, LLC of rights to the Lenders under an Agreement related to the FOSS product line with Encyclopedia Britannica Educational Corporation on September 21,1995; and said Agreement as amended April 17, 1996, was assigned to Delta Education, Inc. on May 2, 1997; to Delta Education, LLC on July 1, 2001, and to School Specialty, Inc. on August 19,2005; and said Agreement was subsequently amended December 3,1999, February 7, 2000, July 31, 2001, May 14, 2003, March 6, 2007 and January 1, 2008.

Consent from the CJE Members as defined under the Operating Agreement of Carson-Dellosa Publishing, LLC, a Delaware Manager-Managed Limited Liability Company (the "Agreement") entered into by and among Carson-Dellosa Publishing, LLC (the Company"), School Specialty, Inc., a Wisconsin corporation ("SSI"), Cookie Jar Education, Inc. ("CJE"), Carson-Dellosa Publishing Company, Inc. ("CD Inc."), HighReach Learning, Inc. ("HRL"), and Unique Collating Services, Inc. ("UCS") to the Parent regarding Encumbering, and the pledging of, its Units in the Company in favor of WFCF and Bayside Financial, LLC. 












Schedule 6(m) – Pledged Notes




The Promissory Note dated 4/25/08 issued by AIM Education, Inc. to School Specialty, Inc., successor in interest to Global Video, LLC, in the original principal amount of $5,562,423.00 is in default.












Schedule 7 - Name; Chief Executive Office; Tax Identification Numbers And 

Organizational Numbers

				
	Name

	Chief Executive Office

	Tax 

Identification 

Number

	Organizational Number


	School Specialty, Inc.

	W6316 Design Drive

Greenville, WI 54942

	39-0971239

	N027818


	ClassroomDirect.com, LLC

	W6316 Design Drive

Greenville, WI 54942

	47-0892425

	2879962


	Childcraft Education Corp.

	W6316 Design Drive

Greenville, WI 54942

	13-5619818

	85254


	Bird-in-Hand Woodworks, Inc.

	W6316 Design Drive

Greenville, WI 54942

	22-2618811

	0100-2497-08


	Frey Scientific, Inc.

	W6316 Design Drive

Greenville, WI 54942

	39-1953771

	3004224


	Sportime, LLC

	W6316 Design Drive

Greenville, WI 54942

	22-3476939

	2683311


	Sax Arts & Crafts, Inc.

	W6316 Design Drive

Greenville, WI 54942

	39-1956436

	3009026


	Califone International, Inc.,

	W6316 Design Drive

Greenville, WI 54942

	56-2003579

	2702570


	Delta Education, LLC

	W6316 Design Drive

Greenville, WI 54942

	52-2328764

	3398957


	Premier Agendas, Inc

	W6316 Design Drive

Greenville, WI 54942

	33-0481380

	601 457 758


	Select Agendas, Corp.

	6800 Chemin de la Cote-de-Liesse, St-Laurent, Quebec H4T 2A7

	N/A

	126517564


	Premier School Agendas, Ltd.

	5510-268th Street

Unit 200

Langley, BC V4W-3X4

	N/A

	HFX9927



























Schedule 8 Owned Real Property

Salina, Kansas Distribution Center

Address:

3525 S. Ninth Street

Salina, KS 67401

More particularly described as follows: 

A tract of land situated in the Southwest Quarter (SW/4) of Section One (1), Township Fifteen (15) South, Range Three (3) West of the 6th P.M., in Saline County, Kansas, which is more particularly described as follows:

Starting from the Southwest corner of said Southwest Quarter (SW/4) a distance of one thousand three hundred fifty-nine and ninety-eight hundredths (1359.98’) feet; thence South 89 degrees 40’52” East parallel with the South line of said Southwest Quarter (SW/4) a distance of one hundred sixty-four and fifty-seven hundredths (164.57’) feet to the point of beginning; said point of beginning being a point on the North line of an existing public right-of-way, eighty and thirty-seven hundredths (80.37’) feet East of its intersection with the East right-of-way line a distance of five hundred (500) feet; thence South 89 degrees 40’ 52” East parallel with the South line of said Southwest Quarter (SW/4) a distance of eight hundred fifty and fifty-six hundredths (850.56’) feet; thence South 00 degrees 03’ 57” West parallel with the West line of the Union Pacific Railroad right-of-way a distance of four hundred ninety-seven and seventy-seven hundredths (497.77’) feet; thence North 89 degrees 40’ 52” West parallel with the South line of said Southwest Quarter (SW/4) a distance of nine hundred (900’) feet to the point of beginning, except that part taken for roads, highways and right-of-ways









Schedule 9 Deposit Accounts and Securities Accounts

US Accounts

				
	Owner

	Type of Account

	Bank

	Account Number


	School Specialty, Inc.

	Operating

	JPMorgan Chase

	


	School Specialty, Inc.

	SFD Credit Cards

	JPMorgan Chase

	


	School Specialty, Inc.

	Disbursement-Payables

	JPMorgan Chase

	


	Bird in Hand

	Disbursement

	JPMorgan Chase

	


	School Specialty, Inc.

	Payroll

	JPMorgan Chase

	


	Califone

	Disbursement-Payables

	JPMorgan Chase

	


	School Specialty, Inc.

	Disbursement-PPO

	JPMorgan Chase

	


	School Specialty, Inc.

	Flex Spending

	JPMorgan Chase

	


	School Specialty, Inc. (d/b/a SPARK)

	 
	 
	 

	 
	Working Fund

	JPMorgan Chase

	


	Califone

	Credit Card Depository

	JPMorgan Chase

	


	Delta Education

	Credit Card Depository

	JPMorgan Chase

	


	School Specialty, Inc. (d/b/a  Educational Publishing Service)

	 
	 
	 

	 
	Credit Card Depository

	JPMorgan Chase

	


	School Specialty, Inc. (d/b/a Educational Publishing Service)

	 
	 
	 

	 
	Disbursement-Payables

	JPMorgan Chase

	


	School Specialty, Inc.

	School Specialty/LB Depository

	JPMorgan Chase

	


	School Specialty, Inc.

	Lockbox

	JPMorgan Chase

	


	School Specialty, Inc.

	Lockbox

	JPMorgan Chase

	


	School Specialty, Inc.

	Lockbox

	JPMorgan Chase

	


	Califone International, Inc.

	Lockbox

	JPMorgan Chase

	


	School Specialty, Inc.

	Disbursement-Payables

	JPMorgan Chase

	


	School Specialty, Inc.

	Credit Card Depository

	JPMorgan Chase

	


	School Specialty, Inc.

	E-Tail Depository Account

	JPMorgan Chase

	


	Premier Agendas, Inc.

	Depository

	Bank of America

	












				
	Califone International, Inc.

	Depository

	Wells Fargo Bank 

	


	School Specialty, Inc.

	Depository

	JPMorgan Chase

	


	School Specialty, Inc.

	Concentration

	JPMorgan Chase

	




JPMorgan Chase

10 S Dearborn

Chicago, IL 60603

Gina Sorci (312) 732-2029




Bank of America

112 East Holly Street

Bellingham, WA  98225

(360) 676-2816




Wells Fargo Bank

21255 Burbank Blvd., Suite 110

Woodland Hills, CA  91367

Peggy Knox (818) 595-3961




Canadian Accounts

				
	Owner

	Type of Account

	Bank

	Account Number


	Premier School Agendas, Ltd.

	Operating Account

	JPMorgan Chase

	


	Premier School Agendas, Ltd.

	Lockbox Depository

	JPMorgan Chase

	


	Premier School Agendas, Ltd.

	Operating Account

	JPMorgan Chase

	


	Premier School Agendas, Ltd.

	Disbursement-Payables

	JPMorgan Chase

	


	Premier School Agendas, Ltd.

	Credit Card Depository

	JPMorgan Chase

	


	Premier School Agendas, Ltd.

	Operating Account

	JPMorgan Chase

	


	Premier School Agendas, Ltd.

	Operating Account

	JPMorgan Chase

	


	School Specialty, Inc.

	Lockbox and Disbursements

	JPMorgan Chase

	


	School Specialty, Inc.

	Credit Card Depository

	JPMorgan Chase

	







JPMorgan Chase

10 S Dearborn

Chicago, IL 60603

Gina Sorci (312) 732-2029















Credit Card:

				
	Owner

	Type of Account

	Bank

	Account Number


	Premier Agendas, Inc.

	Credit Card (sweeps daily 

	Bank of America

	


	 
	   to depository)

	 
	 






Credit Card Processing:

Bank of America

112 East Holly Street

Bellingham, WA 98225

(360) 676-2816









Schedule 10 Controlled Account Banks

Wells Fargo Bank, National Association

Bank of America, N.A.

JPMorgan Chase Bank, N.A.









Schedule 11 UCC Filing Jurisdictions

		
	Grantor

	Jurisdictions


	School Specialty, Inc.

	           Department of Financial Institutions of Wisconsin


	ClassroomDirect.com, LLC

	Secretary of State of Delaware


	Childcraft Education Corp.

	Secretary of State of New York


	Bird-in-Hand Woodworks, Inc.

	Secretary of State of New Jersey


	Select Agendas, Ltd.

	Nova Scotia Personal Property Registry


	Frey Scientific, Inc.

	Secretary of State of Delaware


	Sportime, LLC

	Secretary of State of Delaware


	Sax Arts & Crafts, Inc.

	Secretary of State of Delaware


	Califone International, Inc.,

	Secretary of State of Delaware


	Delta Education, LLC

	Secretary of State of Delaware


	Premier Agendas, Inc

	Secretary of State of Washington















Schedule 12 Owned Vehicles

				
	VIN

	Manufacturer

	Model

	Year


	J8DE5B1U3R3000766

	GMC

	Diesel 500 Van

	1994


	1HTSAZPM7LH686601

	International

	4600 Van

	1990


	1GCEC14K5NZ170520

	Chevrolet

	C150 P/U

	1992


	1GCDC14ZXRZ268845

	Chevrolet

	GC1 Truck

	1994


	1HTSCABM3XH682716

	International

	Cargo Van

	1994


	1HTSCABMOWH556635

	International

	Straight Truck

	1998


	2YSFPATN7WC060837

	International

	9100 Single Axle Tractor

	1998


	1H5V04828GM073858

	Hobbs

	Trailer 48” x 102”

	1986


	1H5V04824JM058782

	Fruehauf

	Trailer 48” x 102”

	1988


	1H5V082XGM066510

	Hobbs

	Trailer 48” x 102”

	1986


	1F5V04825GM054507

	Hobbs

	Trailer 48” x 102”

	1986


	17540HR50E1215956

	Capacity

	Trailer Jockey

	1989


	1PTO1AJH5S900804

	Trimline

	Trailer 48” x 102”

	1995


	1PTO1AJH3S9008003

	Trimline

	Trailer 48” x 102”

	1995


	1GRAA9623XB051804

	Great Dane

	Trailer 48” x 102”

	1999


	1JJV532F4WF533234

	Fruehauf

	Trailer 53”

	1998


	1GTDM1522B541274

	GMC

	Safari

	1992


	2B7HB21XILK730700

	Dodge

	Ram 250

	1989







The aggregate value of the vehicles is less than $100,000.00