Franklin
Covey Co.


2200 West
Parkway Blvd.


Salt Lake
City, UT  84119





July 3,
2008





Franklin
Covey Products, LLC


2250 West
Parkway Blvd.


Salt Lake
City, UT  84119





Re:  Agreements Related to and
Amendment of Master Asset Purchase Agreement





Reference is made to that certain
Master Asset Purchase Agreement (the “Purchase Agreement”), dated as of May 22,
2008, by and among Franklin Covey Products, LLC (“Buyer”), Franklin Covey Co.
(the “Company”), and the other Selling Companies identified therein, and that
certain Purchase Companies Assignment Agreement of even date herewith, by and
among Buyer, Franklin Covey Products Canada ULC, a Canadian corporation (“FCP
Canada”), FC Products de Mexico, S. de R. L. de C.V., a Mexican company (“FCP
Mexico”), and Franklin Covey Products Europe Limited, a company registered in
the UK (“FCP Europe,” and together with Buyer, FCP Mexico and FCP Canada, the
“Purchasing Companies”).  The Company, Buyer, the other Purchasing
Companies and the other Selling Companies, wish to amend the Purchase Agreement
and enter into the other agreements related to the Purchase Agreement as set
forth herein.  Capitalized terms used but not otherwise defined herein
shall have the meanings given to such terms in the Purchase
Agreement.





1.  The
following exhibits to this letter agreement, in the form attached hereto, are
deemed to be the exhibits to the Purchase Agreement as if delivered on the date
of and in connection with the execution of the Purchase Agreement:




Exhibit A
– Master License Agreement


Exhibit B
– Master Shared Services Agreement


Exhibit C
– Buyer Operating Agreement


Exhibit D
– Supply Agreement


Exhibit
E1 – Lease Agreement (Office)


Exhibit
E2 – Sub-sublease (Warehouse)


Exhibit F
– Bill of Sale


Exhibit
F1 – Bill of Sale for FC Mexico


Exhibit G
– Assignment and Assumption Agreement


Exhibit
G1 – Assignment and Assumption Agreement for FC Mexico




2.  Each of
Schedule 3.4, Schedule 6.5(a)(i) and Schedule 6.5(a)(ii) to the Purchase
Agreement, as attached to the Purchase Agreement and delivered to Buyer in
connection with the execution of the Purchase Agreement, is replaced in its
entirety with Schedule 3.4, Schedule 6.5(a)(i) and Schedule 6.5(a)(ii),
respectively, as attached hereto, and any reference to Schedule 3.4, Schedule
6.5(a)(i) or Schedule 6.5(a)(ii) in the Purchase Agreement is deemed to refer to
Schedule 3.4, Schedule 6.5(a)(i) or Schedule 6.5(a)(ii), respectively, as
attached hereto.




3.  For
purposes of preparing the Estimated Closing Date Balance Sheet and the Closing
Date Balance Sheet, and in determining the Estimated Closing Date Net Current
Assets and the







Closing
Date Net Current Assets, any assets of Franklin Covey de Mexico S. de R. L. de
C.V. (“FC Mexico”) and relating to the Mexican Business (as defined in the
Master Shared Services Agreement) will be deemed to be Acquired Assets, and any
liabilities of FC Mexico relating to the Mexican Business will be deemed to be
Assumed Liabilities.  Upon receipt by FCP Mexico of all Mexican
Authorizations (as defined in the Master Shared Services Agreement), FC Mexico
will deliver to FCP Mexico a bill of sale for such Acquired Assets relating to
the Mexican Business that are Tangible Personal Property, in substantially the
form of Exhibit F1, and an assignment and assumption agreement for Acquired
Assets relating to the Mexican Business that are Acquired Contracts and Acquired
Leases, in substantially the form of Exhibit G1, duly executed by FC
Mexico.




4.  The first
sentence of Section 2.1 of the Purchase Agreement is hereby amended and restated
to read as follows (with new text shown in bold and italics):




“2.1           Purchase
and Sale of Acquired Assets.  At the Closing and on the terms
and subject to the conditions set forth in this Agreement, the Company agrees to
sell, or to cause the Selling Subsidiaries to sell (the Company and the Selling
Subsidiaries being collectively referred to herein as the “Selling Companies”), to Buyer
or such directly or
indirectly wholly-owned Subsidiaries of Buyer as Buyer may designate in
writing to the Company prior to the Closing (Buyer and such designated directly or
indirectly wholly-owned Subsidiaries being collectively referred to as
the “Purchasing
Companies”), and Buyer agrees to buy, or to cause the other Purchasing
Companies to buy, from the Selling Companies, free and clear of all Encumbrances
other than Permitted Encumbrances and Encumbrances listed on Schedule 3.7(c), all right,
title and interest in and to all of the assets of the Company or the Selling
Subsidiary, as applicable, that are used exclusively in the Business as
conducted on the date hereof (collectively, the “Acquired Assets”), as more
specifically described below (but excluding the Excluded Assets):”




5.  Section
2.9(b)(i)(D) of the Purchase Agreement is hereby amended and restated in full to
read as follows (with new text shown in bold and italics):




“(D)           a
contribution of $1,755,000
to Buyerfrom Franklin Covey Client Sales, Inc., by wire transfer of immediately
available funds to the account designated by Buyer to the Company no later than
three business days prior to the Closing, to acquire a 19.5% equity interest in
Buyer, before giving effect to any grants of interest to certain employees of
the Company in connection with the Closing, as contemplated in the Buyer
Operating Agreement;”




6.  Section
2.9(b)(i)(E) of the Purchase Agreement is hereby amended and restated in full to
read as follows (with new text shown in bold and italics):




“(E)           a
contribution of $1,000,000 to Buyer from Franklin
Covey Client Sales, Inc.,by wire transfer of immediately available funds
to the account designated by Buyer to the Company no later than three business
days prior to the Closing, constituting the FC Priority Contribution (as defined
in the Buyer Operating Agreement);”




2







7.  The first
sentence of Section 9.3(a) of the Purchase Agreement is hereby amended and
restated to read as follows (with new text shown in bold and
italics):




“(a)           Any
party (the “Indemnifying Party”) will indemnify, defend and hold harmless the
other party and its officers, directors, employees, agents, shareholders and
Affiliates (collectively, the “Indemnified Parties”) against any Loss arising
from, relating to or constituting any Litigation instituted by any third party
arising out of the actions or inactions of the Indemnifying
Party (or allegations thereof) whether occurring prior to, on or after
the Closing Date that are or may be Losses, other than those relating solely to
a breach by the Buyer or the Company, as applicable, of this Agreement (any such
third party action or proceeding being referred to as a “Third Party
Action”).”




8.  Buyer
hereby waives the following conditions to the obligations of Buyer in the
Purchase Agreement to take the actions required of it at the
Closing:




(a)
            The
      condition set forth in Section 7.1(d) of the Purchase Agreement requiring
      the Company to obtain each Required Consent, except for Required Consents
      relating to the leasehold interests in the real property leased or
      otherwise used or occupied by the Company exclusively for the Business as
      listed on Schedule 2.1(a)(i) of the Purchase Agreement, as such schedule
      may have been updated pursuant to Section 10.11(b) of the Purchase
      Agreement prior to the Closing, will have been obtained and be in full
      force and effect.  The Company has obtained the Consents listed
      on Attachment
      1 to this letter agreement.




(b)
            The
      condition set forth in Section 7.1(e) of the Purchase Agreement requiring
      the Company to obtain at least 70% of Required Consents relating to the
      leasehold interests in the real property leased or otherwise used or
      occupied by the Company exclusively for the Business as listed on Schedule
      2.1(a)(i) of the Purchase Agreement, as such schedule may have been
      updated pursuant to Section 10.11(b) of the Purchase Agreement prior to
      the Closing will have been obtained and be in full force and
      effect.  The Company has obtained the lease Consents listed on
      Attachment
      2 to this letter agreement.  The Company acknowledges and
      agrees that it will continue to use commercially reasonable efforts to
      obtain the Required Consents relating to the leasehold interests, and will
      promptly inform the Buyer of any changes in the status
      thereof.




9.  The
following are hereby amended and restated:




(a)
            Article
      I of the Purchase Agreement is hereby amended by adding the following
      definitions:




““Additional Reimbursable
Expenses” has the meaning set forth in Section
2.10(d)(iii).”




3


““Estimated Reimbursable
Expenses” means the Company’s good faith estimate, as of the Closing
Date, for Reimbursable Expenses delivered to Buyer on or prior to the Closing
Date.”




““Paid Reimbursable Expenses”
has the meaning set forth in Section 2.10(a).”




““Reimbursable Expense Set-Off”
has the meaning set forth in Section 2.10(d)(iv).”




(b)
            The
      definition of “Reimbursable Expenses” in Article I of the Purchase
      Agreement is hereby amended and restated in full to read as follows (with
      revised text shown in bold and
italics):




““Reimbursable Expenses”means all costs and
expenses paid or
accrued by the Company for the benefit of the Buyer at the Buyer’s
written request or with the Buyer’s written consent prior to or after the
Closing Date.”




(c)
            The
      first sentence of Section 2.8(a) of the Purchase Agreement is hereby
      amended and restated in full to read as follows (with revised text shown
      in bold and italics):




“(a)           At
Closing, a cash amount equal to the Estimated Purchase Price plus the amount of
the Estimated
Reimbursable Expenses; provided, however, that if
the sum or difference, as applicable, of the aggregate amount of the Estimated
Reimbursable Expensesplus the amount, if any,
by which the Estimated Closing Date Net Current Assets exceeds the Target Net
Current Assets or minus the amount, if any, by which the Target Net Current
Assets exceeds the Estimated Closing Date Net Current Assets results in a
positive amount payable by Buyer to the Company (collectively,
the “Estimated Buyer Shortfall
Amount”), then, only to the extent Buyer reasonably determines in good
faith that it has insufficient Available Cash to fund the payment of the
Estimated Buyer Shortfall Amount, Buyer may deliver to the Company at Closing a
subordinated promissory note with an aggregate principal amount equal to such
amount of the Estimated Buyer Shortfall Amount that Buyer is not able to fund in
cash (the “Working Capital
Note”) (the amount of cash to be delivered to the Company at Closing
pursuant to this Section 2.8(a) shall be referred to as the “Cash Payment
Amount”).”




(d)
            Section
      2.8(b) of the Purchase Agreement is hereby amended and restated in full to
      read as follows (with revised text shown in bold and
    italics):




“(b)           If
the parties determine there are Excess Net Current Assets or Additional
Reimbursable Expenses pursuant to Section 2.10(d), Buyer will pay to the
Company an aggregate cash amount equal to such
Excess Net Current Assets or Additional
Reimbursable Expenses, as applicable, as set forth in Sections 2.10(d)
and (e); provided, however, if Buyer reasonably determines in good faith that it
has insufficient Available Cash to fund such cash payment of the amount of such
Excess Net Current Assets or Additional
Reimbursable Expenses, as




4


applicable,
then Buyer may deliver to the Company an additional subordinated promissory note
with an aggregate principal amount equal to the aggregate amount of such
Excess Net Current Assets and Additional
Reimbursable Expenses, as applicablethat Buyer is not able
to fund in cash (the “Adjustment Note” and together with the Working Capital
Note, the “Buyer Notes”).  The Adjustment Note will be in a form
reasonably acceptable to the Company and Buyer, each acting in good faith, and
will be payable and will bear interest on the same terms as the Working Capital
Note.”




(e)
            Section
      2.10 of the Purchase Agreement is hereby amended and restated in full to
      read as follows (with additional text shown in bold and italics and
      deleted text shown in bold and
struckthrough):




2.10           Post-Closing Adjustment to
Estimated Purchase Price




(a)           The
Company will promptly prepare and deliver to Buyer within 60 days after the
Closing Date (i) a
balance sheet (the “Closing Date Balance Sheet”) for the Business as of the
close of business on the Closing Date with respect to the Acquired Assets and
the Assumed Liabilities and in accordance with GAAP applied on a basis
consistent with the preparation of the Latest Financial Statements, and (ii) a final
list of all Reimbursable Expenses paid by the Company (the “Paid Reimbursable
Expenses”).  The Closing Date Balance Sheet will include a
determination of the Closing Date Net Current Assets of the Business as of the
close of business on the Closing Date.  “Closing Date Net Current
Assets” means the excess of Current Assets over Current Liabilities shown on the
Closing Date Balance Sheet.  “Current Assets” means the current assets
shown on a balance sheet that are Acquired Assets and are not Excluded
Assets.  “Current Liabilities” means the current liabilities shown on
a balance sheet that are Assumed Liabilities and are not Retained Liabilities,
excluding the short term portion of any long term Liability.  The
Company will make the workpapers and back up materials used in preparing the
Closing Date Balance Sheet and the Paid
Reimbursable Expenses available to Buyer and its accountants and other
representatives at reasonable times and upon reasonable notice during (i) the
review by Buyer of the Closing Date Balance Sheet and the Paid
Reimbursable Expenses and(ii) the resolution by the Company and Buyer of
any objections to the Closing Date Balance Sheet or the Paid
Reimbursable Expenses.




(b)           Buyer
may object to the Closing Date Balance Sheet on the basis that it was not
prepared in accordance with GAAP applied on a basis consistent with the
preparation of the Latest Financial Statements or that the calculation of
Closing Date Net Current Assets contains mathematical errors.  If
Buyer has any objections to the Closing Date Balance Sheet, orthe Closing Date Net Current Assets or the Paid
Reimbursable Expenses, Buyer will deliver a detailed statement describing
such objections to the Company within 30 days after receiving the Closing Date
Balance Sheet and the Paid Reimbursable Expenses.  Buyer and the
Company will attempt in good faith to resolve any such objections.  If
Buyer and the Company do not reach a resolution of all objections within 30 days
after the Company has received the statement of objections, Buyer and
the




5


Company
will select a mutually acceptable accounting firm to resolve any remaining
objections.  If Buyer and the Company are unable to agree on the
choice of an accounting firm, they will select a nationally recognized
accounting firm by lot (after excluding the regular outside accounting firms of
Buyer and the Company).  The accounting firm will determine, (i) in
accordance with GAAP applied on a basis consistent with the preparation of the
Latest Financial Statements, the amounts to be included in the Closing Date
Balance Sheet and the Closing Date Net Current Assets, and (ii) the Paid
Reimbursable Expenses.  The parties will provide the accounting
firm, within 10 days of its selection, with a definitive statement of the
position of each party with respect to each unresolved objection and will advise
the accounting firm that the parties accept the accounting firm as the
appropriate Person to interpret this Agreement for all purposes relevant to the
resolution of the unresolved objections.  The Company and the Buyer,
as applicable, will provide the accounting firm access to the books and records
of the Company.  The accounting firm will have 30 days to carry out a
review of the unresolved objections and prepare a written statement of its
determination regarding each unresolved objection.  The determination
of any accounting firm so selected will be set forth in writing and will be
conclusive and binding upon the parties.  The Company will revise the
Closing Date Balance Sheet and the determination of the Closing Date Net Current
Assets as appropriate to reflect the resolution of any objections to the Closing
Date Balance Sheet pursuant to this Section 2.10(b).




(c)           If
Buyer and the Company submit any unresolved objections to an accounting firm for
resolution as provided in Section 2.10(b), Buyer and the Company will each bear
their respective costs and expenses and will share equally in the fees and
expenses of the accounting firm.




(d)           Within
10 business days after the date on which boththe
Closing Date Net Current Assets and the Paid
Reimbursable Expenses are finally determined pursuant to this Section
2.10:




(i)           If
the Closing Date Net Current Assets exceeds the Estimated Closing Date Net
Current Assets (the amount of such excess, the “Excess Net Current Assets”),
Buyer will pay to the Company an aggregate amount equal to the Excess Net
Current Assets, or, as provided in Section 2.8(b), deliver to the Company the
Adjustment Note.




(ii)           If
the Closing Date Net Current Assets is less than the Estimated Net Current
Assets (the amount of such difference, the “Net Current Assets Shortfall”), the
aggregate amount of accrued interest and then principal owing pursuant to the
Working Capital Note, if any, will be reduced by an amount equal to the Net
Current Assets Shortfall, and, to the extent the Net Current Assets Shortfall
exceeds the amount owing pursuant to the Working Capital Note, if any, the
Company will pay the balance to Buyer.




(iii)           If
the Paid Reimbursable Expenses exceed the Estimated Reimbursable Expenses (the
amount of such excess, the “Additional




6


Reimbursable
Expenses”), Buyer will pay to the Company an aggregate amount equal to the
Additional Reimbursable Expenses, or, as provided in Section 2.8(b), deliver to
the Company the Adjustment Note.




(iv)           If
the Paid Reimbursable Expenses are less than Estimated Reimbursable Expenses
(the amount of such difference, the “Reimbursable Expense Set-Off”), the
aggregate amount of first accrued interest and then principal owing pursuant to
the Working Capital note, if any, will be reduced by an amount equal to the
Reimbursable Expense Set-Off, and, to the extent the Reimbursable Expense
Set-Off exceeds the amount owing pursuant to the Working Capital note, if any,
the Company will pay the balance to Buyer.




(e)           All
payments of cash to be made to Buyer or the Company pursuant to this Section
2.10 will be made by wire transfer of immediately available funds to the
accounts designated by Buyer or the Company, as applicable.




(f)           Any
payment made pursuant to this Section 2.10 will be the exclusive remedy provided
in this Agreement or otherwise for any breach of representation or warranty with
respect to any element of the Closing Date Balance Sheet.




(g)           Judgment
upon the award rendered by the accounting firm may be entered in any court of
competent jurisdiction.




10.  Article 2
of the Purchase Agreement is hereby amended by adding a new Section 2.15 to read
as follows:




“2.15                      Formation
of Delaware Special Purpose Entity.  Within ninety (90) days
following the Closing Date, the Company will form a bankruptcy remote special
purpose entity that will be a Delaware limited liability company (“Delaware
Newco”) and be wholly-owned by the Company and formed pursuant to the Delaware
Limited Liability Company Act, Title 6, Chapter 18, of Delaware Code Annotated,
as amended from time to time (the “Delaware LLC Act”), all in the form and
manner as mutually satisfactory to Buyer and the Company and consented to by
those lending institutions providing the Financing and the Company’s secured
lenders.  In forming Delaware Newco, the Company will take the
following actions:





(a)           The
Company will prepare a customary certificate of formation for Delaware Newco
(the “Certificate of Formation”), which may also include, to the extent mutually
agreed by Buyer and the Company, one or more of the provisions described in
Section 2.15(b) below and other customary separateness covenants.





(b)           The
Company shall prepare a limited liability company agreement for the operation
and governance of Delaware Newco (such agreement, the “Newco LLC Agreement”),
which Newco LLC Agreement will be in a form


7


mutually
agreed upon between the Company and Buyer and contain customary terms and
conditions for a bankruptcy remote special purpose entity, including, but not
limited to, the following provisions:





(i)           setting
forth the purpose of Delaware Newco to engage in the following
activities:  (A) acquire, own and hold the Licensed Materials (as
defined in the Master License Agreement), (B) to exclusively license such
Licensed Materials to Buyer and the Company on terms consistent with the Master
License Agreement, and (C) to engage in any lawful act or activity and to
exercise any powers permitted to limited liability companies organized under the
laws of the State of Delaware that are related or incidental to and necessary,
convenient or advisable for the accomplishment of the above-mentioned
purposes;





(ii)           customary
covenants limiting the activities of Delaware Newco, as well as covenants aimed
at respecting the separate legal entity status of Delaware Newco;





(iii)           a
provision restricting the ability to (A) dissolve Delaware Newco, (B) sell all
or substantially all of the assets of Delaware Newco, (C) amend
the  provisions of the Newco LLC Agreement relating to the matters
described in paragraph (b)(iv) of this Section 2.15, and (D) preclude Delaware
Newco from incurring any financial obligation or granting any Encumbrance with
respect to its assets;





(iv)           a
requirement that Delaware Newco shall have at all times at least one (1)
independent manager as defined in the Newco LLC Agreement (the “Independent
Director”), whose consent shall be required for Delaware Newco to take any
action set forth in subsection 2.15(b)(iii) above or any action relating to the
bankruptcy of Delaware Newco (“Bankruptcy”), including, without limitation, the
bankruptcy or insolvency of Delaware Newco, including any voluntary or
involuntary commencement of any case under the Bankruptcy Code, Title 11 of the
United States Code, or commencement of any other bankruptcy arrangement,
reorganization, receivership, custodianship, or similar proceeding under any
federal, state, or foreign law (provided, however, such Independent Director
shall have a right to consent only to such actions and shall not participate in
or receive information with respect to any other matters or decisions coming
before the board of managers or directors of Delaware Newco).  The
Newco LLC Agreement, pursuant to Section 18-1101 of the Delaware Limited
Liability Company Act, shall provide that the Independent Director shall have no
liability for a breach of fiduciary duties, except for a breach of fiduciary
duties in connection with the actions of Independent Director relating to the
actions set forth in subsection 2.15(b)(iii) above or relating to the Bankruptcy
of Delaware Newco;


8





(v)           a
provision providing that the Bankruptcy of the Company (or its successor in
interest) shall not cause the Company (or its successor in interest) to cease to
be a member of Delaware Newco, and upon the occurrence of such an event,
Delaware Newco will continue without dissolution;





(vi)           a
provision providing that upon dissolution of the sole initial member of Delaware
Newco, the Independent Director shall, without any action of any Person or
simultaneously with the Company ceasing to be a member of the Company,
automatically be admitted to Delaware Newco as a special member thereof (the
“Special Member”); provided that no Special Member shall (A) have any interest
in the profits, losses and capital of Delaware Newco or any right to receive any
distribution of Delaware Newco’s assets, (B) be required to make any capital
contributions to Delaware Newco, (C) receive any limited liability company
interest in Delaware Newco, (D) possess any authority to bind Delaware Newco, in
such capacity as a Special Member, or (E) have any right to vote on, approve or
otherwise consent to any action by, or matter relating to, Delaware Newco,
except as required by any mandatory provision of the Delaware LLC Act;
and





(vii)           a
waiver of the Company (or its successor in interest) and any Independent
Director of any right it might have to agree in writing to dissolve Delaware
Newco upon the Bankruptcy of the Company (or its successor in interest) or the
occurrence of an event that causes the Company (or its successor in interest) to
cease to be a member of Delaware Newco.





(c)           The
Company and the Buyer will attempt in good faith to jointly select the one (1)
individual to serve as the Independent Director (as defined in Section 2.15(b)
above) of Newco Delaware;





(d)           The
Company will deliver the form of the Certificate of Formation and the Newco LLC
Agreement to Buyer for Buyer’s approval, and within fifteen (15) days from
receipt thereof Buyer shall either (i) provide the Company with the Buyer’s
confirmation of approval as to the provided form of such documents, or (ii)
provide the Company with notice of Buyer’s withholding of approval, which notice
shall include in detail the Buyer’s reasonable objections to the form of such
documents so provided.  Until the form of each of the Certificate of
Formation and the Newco LLC Agreement is expressly approved in writing by the
Buyer, the Company shall have the right to supplement, modify or otherwise alter
such documents, but in each event subject to the consent of Buyer, which consent
shall not be unreasonably withheld or delayed.  Buyer and the Company
may otherwise act in good faith in jointly preparing the Certificate of
Formation and the Newco LLC Agreement.




(e)           Upon
approval of the form of the Certificate of Formation and the Newco LLC Agreement
between Buyer and the Company and consented to by those lending institutions
providing the Financing and the Company’s secured




9


lenders,
the Company will (i) file the Certificate of Formation with the Secretary of
State of the State of Delaware, and (ii) execute and deliver the Newco LLC
Agreement.




(f)           As
soon as reasonably practicable following the execution and delivery of the Newco
LLC Agreement pursuant to Section 2.15(d), the Company shall contribute to
Delaware Newco, (i) all of its right, title and interest in and to the Licensed
Materials, free and clear of all Encumbrances, and (ii) all of its right, title
and interest in and to the License Agreement, it being understood that such
assignment shall be by a separate instrument in a form mutually agreeable to
Buyer and the Company, and (iii) capital from time to time in amounts reasonably
sufficient to allow Delaware Newco to perform its obligations under the Master
License Agreement and the Newco LLC Agreement.




(g)           As
soon as reasonably practicable following the execution and delivery of the Newco
LLC Agreement, the Company, acting diligently, shall initiate recording of the
assignments of the Licensed Materials and License Agreement or related
documents, as required, with each of the applicable Trademark and Copyright
Offices (as defined in the Master License Agreement) throughout the
world.  Buyer will either pay directly or reimburse the Company for
all costs associated with the work done at Buyer’s request or with Buyer’s
consent pursuant to this paragraph (g); such costs to include, without
limitation, legal fees and recording, registration and similar
costs.




(h)           As
soon as reasonably practicable following the execution and delivery of the Newco
LLC Agreement, the Company and Buyer shall amend the Master License Agreement to
the extent necessary to (i) accurately reflect the assignment of the Company’s
rights thereunder, and (ii) provide for the license of the Licensed Materials to
the Company and the Buyer as appropriate or necessary in order that the Company
and Buyer are able to perform their respective obligations under such agreement,
as amended.”




11.  The
parties hereto acknowledge that Buyer has assigned a portion of its rights under
the Purchase Agreement to the Purchasing Companies to purchase a portion of the
Acquired Assets, all pursuant to that Assignment Agreement, dated as of July 3,
2008, by and among Buyer and the other Purchasing Companies.




Except as expressly modified herein,
the Purchase Agreement remains in full force and effect in accordance with its
terms.  In the event of any conflict or inconsistency between the
Purchase Agreement and this letter agreement with respect to the subject matter
hereof, this letter agreement shall control.  This letter agreement
may be executed in one or more counterparts, each of which shall be deemed an
original and all of which shall constitute one agreement.













[Remainder of page left intentionally
blank; signature page follows]








10


IN WITNESS WHEREOF, the parties have
executed this letter agreement as of the date first set forth
above.







BUYER:FRANKLIN
      COVEY PRODUCTS, LLCBy:Name:
            James
      B. NelsonTitle:
            ManagerTHE
      COMPANY:FRANKLIN
      COVEY CO.By:Name:
            Robert
      A. WhitmanTitle:
            Chairman
      and Chief Executive OfficerTHE SELLING
      SUBSIDIARIES:FRANKLIN
      COVEY CANADA, LTD.By:Name:
            Robert
      A. WhitmanTitle:
            PresidentFRANKLIN
      COVEY DE MEXICO S. DE R.L. DE C.V.By:Name:
            Robert
      A. WhitmanTitle:
            President








FRANKLIN
      COVEY EUROPE, LTD.By:Name:
            Robert
      A. WhitmanTitle:
            PresidentFRANKLIN
      COVEY CLIENT SALES, INC.By:Name:
            Sarah
      MerzTitle:
            PresidentFRANKLIN
      COVEY CATALOG SALES, INC.By:Name:
            Sarah
      MerzTitle:
            PresidentFRANKLIN
      COVEY PRODUCT SALES, INC.By:Name:
            Sarah
      MerzTitle:
            PresidentFRANKLIN
      COVEY PRINTING, INC.By:Name:
            Robert
      A. WhitmanTitle:
            President








FRANKLIN
      COVEY PRODUCTS EUROPE LIMITEDBy:Name:
            Sarah
      MerzTitle:
            DirectorFRANKLIN
      COVEY PRODUCTS CANADA ULCBy:Name:Title:FC
      PRODUCTS DE MEXICO, S. DE R.L. DE C.V.By:Name:
            Sarah
      MerzTitle:
            Manager