Exhibit 2.4
RECEIVER'S ASSIGNMENT OF INTEREST IN COURSEWARE
This Indenture made as of the 16th day of September, 1998;
BETWEEN:
GRANT THORNTON LIMITED, as receiver and manager of the property and
assets of High Performance Group (Canada) Inc., (the "Grantor")
OF THE FIRST PART
ITC CANADA LIMITED, a body corporate, having its registered office in
the City of Halifax, County of Halifax, Province of Nova Scotia, (the
"Grantee")
OF THE SECOND PART
RECITALS:
A. High Performance Group (Canada) Inc. ("HPG") granted certain security
to Nova Scotia Business Development Corporation, a Crown Corporation of
the Province of Nova Scotia ("NSBDC") comprising a Debenture in the
original principal amount of $1,000,000 dated April 29, 1997 and
registered under the Corporations Securities Registration Act on May 1,
1997 as number 30927A and also filed under the Personal Property
Registry on December 23, 1997 as number 155606, (the "Debenture"),
whereby HPG charged certain of its property, assets and undertaking
including the property herein described as security for its
indebtedness to NSBDC;
B. The Debenture provided, inter alia, that upon it becoming enforceable
NSBDC by instrument in writing may appoint any person to be a receiver
with power to convey, transfer and assign the title to any of the
undertaking, property and assets charged by the Debenture;
C. Default having occurred under the Debenture, Grant Thornton Limited was
appointed Receiver of the property, assets and undertaking of HPG by
NSBDC on July 20, 1998 by written appointment;
D. In response to an open tendering process, the Grantee offered to
purchase the Receiver's right, title and interests in the assets of HPG
on August 19, 1998 which offer was accepted August 21, 1998, pursuant
to which the Grantor agreed to sell to the Grantee and the Grantee
agreed to purchase from the Grantor, the Grantor's right, title and
interest in the courseware and other assets of HPG, including the
property referred to herein and in Schedule "A" attached hereto.
WITNESSETH THAT:
1. In consideration of the sum of One Dollar ($1.00) of lawful money of
Canada now paid by the Grantee to the Grantor and other good and
valuable consideration, the receipt whereof is hereby acknowledged, the
Grantor has granted, bargained, sold, assigned, transferred and set
over and by these presents does grant, bargain, sell, convey, assign,
transfer and set over unto the Grantee and the Grantee's successors and
assigns, all of the Grantor's right, title and interest, under and
pursuant to the Debenture, in and to the technology courseware,
software engines, software and related materials, training courses,
CD-Roms, computer discs, (and any computer programs contained on discs
or CD-Roms or work in process) manuals and any property developed
therefrom and the right to copy, publish, amend, transmit, alter,
license, franchise, digitize and further develop all such property,
including but not limited to those described in Schedule "A" attached
hereto, (collectively, the "Courseware"), on an "as is, where is" basis
without warranties.
2. The Grantor covenants that it has done no act or thing to encumber the
Courseware.
3. The Grantor covenants and agrees with the Grantee, its successors and
assigns, that it will, from time to time, and at all times hereafter,
upon every reasonable request of the Grantee, its successors and
assigns, but at the cost of the Grantee, its successors and assigns,
make, do and execute or cause and procure to be made, done and executed
all such further acts, deeds or assurances as may be reasonably be
required by the Grantee, its successors and assigns, for more
effectually and completely vesting in the Grantee, its successors and
assigns, the Courseware hereby assigned and transferred in accordance
with the terms hereof.
IN WITNESS WHEREOF the Grantor has caused this indenture to be properly
executed as of the day, month and year herein above first written.
SIGNED, SEALED AND DELIVERED )
in the presence of: ) GRANT THORNTON LIMITED, as
) receiver and manager of the property
) and assets of High Performance Group
/s/ Robert G. MacKeigan ) (Canada) Inc.
- ------------------------------ )
) By: /s/ Ross Landers
) -------------------------------
Schedule "A" Parcel 3
APPENDIX C
HIGH PERFORMANCE GROUP (CANADA) INC.
COURSEWARE
The Receiver's right, title and interest in courseware products developed or
owned by HPG including but not limited to the following:
Call Centre
The ART of Customer Service
The ART of Customer Service - French adaption
Promises that Pay
Ask for the Business...and Get It!
Hiring Assessment (in Development)
Leadership Training (in Development)
Engine
Soft Skills delivery engine
Stand Up Training Titles - Not yet Digitized
Changing the Face of Trauma
I'm a Great Trainer: Advanced Platform Skills
Quality Performance Solutions
DATED: September 1998
- --------------------------------------------------------------------------------
BETWEEN:
GRANT THORNTON LIMITED, as receiver and manager of the property and
assets of High Performance Group (Canada) Inc.,
GRANTOR
- and -
ITC CANADA LIMITED, a body corporate, having its registered office in
the City of Halifax, County of Halifax, Province of Nova Scotia,
GRANTEE
- --------------------------------------------------------------------------------
RECEIVER'S ASSIGNMENT OF INTEREST IN COURSEWARE
Parcel 3
- --------------------------------------------------------------------------------
C. Holm, Q.C.
HUESTIS o HOLM
Barristers and Solicitors
708 - 1809 Barrington Street - CIBC Building
Halifax - Nova Scotia - Canada
B3J 3K8
File #32796
RECEIVER'S ASSIGNMENT OF INTEREST IN COURSEWARE
This Indenture made as of the 16th day of September, 1998;
BETWEEN:
GRANT THORNTON LIMITED, as receiver and manager of the property and
assets of Mentor Networks Inc., (the "Grantor")
OF THE FIRST PART
- and -
ITC CANADA LIMITED, a body corporate, having its registered office in
the City of Halifax, County of Halifax, Province of Nova Scotia, (the
"Grantee")
OF THE SECOND PART
RECITALS:
A. Mentor Networks Inc. ("Mentor") granted certain security to the Nova
Scotia Business Development Corporation, a Crown Corporation of the
Province of Nova Scotia ("NSBDC") comprising, inter alia, the
following:
a. A Debenture in the original principal amount of $2,500,000
dated April 29, 1997 and registered under the Corporations
Security Registration Act on May 1, 1997 as number 30928A and
also filed under the Personal Property Registry on December
23, 1997 as number 155622 (the "Debenture"), whereby Mentor
charged certain of its property, assets and undertaking
including the property herein described as security for its
indebtedness to NSBDC;
b. the Debenture provided, inter alia, that upon it becoming
enforceable NSBDC, by instrument in writing may appoint any
person to be a receiver with power to convey, transfer and
assign the title to any of the undertaking, property and
assets charged by the Debenture;
c. A Mortgage by way of sublease of Mentor's business premises
located in the Purdy's Wharf Tower;
(collectively, the "Security")
B. Default having occurred under the Security, Grant Thornton Limited was
appointed Receiver of the property, assets and undertaking of Mentor by
NSBDC on July 20, 1998 by written appointment;
C. In response to an open tendering process, the Grantee offered to
purchase the Receiver's right, title and interests in the assets of
Mentor on August 19, 1998 which offer was accepted August 21, 1998,
pursuant to which the Grantor agreed to sell to the Grantee and the
Grantee agreed to purchase from the Grantor, the Grantor's right, title
and interest in the personal property and assets of Mentor, including
the property referred to herein and in Schedule "A" attached hereto.
WITNESSETH THAT:
1. In consideration of the sum of One Dollar ($1.00) of lawful money of
Canada now paid by the Grantee to the Grantor and other good and
valuable consideration, the receipt whereof is hereby acknowledged, the
Grantor has granted, bargained, sold, assigned, transferred and set
over and by these presents does grant, bargain, sell, convey, assign,
transfer and set over unto the Grantee and the Grantee's successors and
assigns, all of the Grantor's right, title and interest, under and
pursuant to the Debenture, in and to the technology courseware,
software engines, software and related materials, training courses,
CD-Roms, computer discs, (and any computer programs contained on discs
or CD-Roms or work in process) manuals and any property developed
therefrom and the right to copy, publish, amend, transmit, alter,
licence, franchise, digitize and further develop all such property,
including but not limited to those described in Schedule "A" attached
hereto, (collectively, the "Courseware"), on an "as is, where is" basis
without warranties.
2. The Grantor covenants that it has done no act or thing to encumber the
Courseware.
3. The Grantor covenants and agrees with the Grantee, its successors and
assigns, that it will, from time to time, and at all times hereafter,
upon every reasonable request of the Grantee, its successors and
assigns, but at the cost of the Grantee, its successors and assigns,
make, do and execute or cause and procure to be made, done and executed
all such further acts, deeds or assurances as may be reasonably be
required by the Grantee, its successors and assigns, for more
effectually and completely vesting in the Grantee, its successors and
assigns, the Courseware hereby assigned and transferred in accordance
with the terms hereof.
IN WITNESS WHEREOF the Grantor has caused this indenture to be properly
executed as of the day, month and year herein above first written.
SIGNED, SEALED AND DELIVERED )
in the presence of: ) GRANT THORNTON LIMITED, as
) receiver and manager of the property
) and assets of Mentor Networks Inc.
/s/ Robert G. MacKeigan )
- ------------------------------- )
) By: /s/ Ross Landers
) ----------------------------------
Schedule "A" Parcel 2
APPENDIX B
MENTOR NETWORKS INC.
COURSEWARE
The Receiver's right, title and interest in courseware products developed or
owned by Mentor including, but not limited to the following:
Learn Windows 95
Learn Windows 95 - Version 2 with Desktop Coach
Learn Windows NT 4.0
Learn Windows NT 4.0 - Version 2 with Desktop Coach
Learn Word 6.0
Learn Word 7.0
Learn Word 97
Learn Word 97 - Version 2 with Desktop Coach
Learn Excel 5.0
Learn Excel 7.0
Learn Excel 97
Learn Excel 97 - Version 2 with Desktop Coach
Learn PowerPoint 4.0
Learn PowerPoint 7.0
Learn PowerPoint 97
Learn PowerPoint 97 - Version 2 with Desktop Coach
Learn Access 97
Learn Access 97 - Version 2 with Desktop Coach
Learn Outlook 97
Learn Outlook 97 - Version 2 with Desktop Coach
Mentor System Administrator
Mentor Engine 16 Bit
Mentor Engine 32 Bit
Mentor Engine - Installer
Mentor Engine - System Administrator
Mentor Engine - Courseware Site Manager
Mentor Engine - Progress Report
Mentor Engine - Stand Alone Assessment
Wireless World (development for Telecommunications Learning
Institute)
DATED: September 1998
- --------------------------------------------------------------------------------
BETWEEN:
GRANT THORNTON LIMITED, as receiver and manager of the property and
assets of Mentor Networks, Inc.,
GRANTOR
- and -
ITC CANADA LIMITED, a body corporate, having its registered office in
the City of Halifax, County of Halifax, Province of Nova Scotia,
GRANTEE
- --------------------------------------------------------------------------------
RECEIVER'S ASSIGNMENT OF INTEREST IN COURSEWARE
Parcel 2
- --------------------------------------------------------------------------------
C. Holm, Q.C.
HUESTIS o HOLM
Barristers and Solicitors
708 - 1809 Barrington Street - CIBC Building
Halifax - Nova Scotia - Canada
B3J 3K8
File #32796