Exhibit 2.1
STOCK PURCHASE AGREEMENT
ITC Learning Corporation
and
Phillip G. Jones
STOCK PURCHASE AGREEMENT ("Agreement") entered into as of this 12th day of
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December 2000, by and among Phillip G. Jones ("Buyer"), Activ Training Limited,
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a United Kingdom Corporation ("Company") and ITC Learning Corporation
("Seller"), the Buyer, the Seller and the Company are referred to collectively
as the ("Parties").
Seller desires to sell all of the issued and outstanding shares of capital
stock of the Company, consisting of one thousand shares of common stock
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("Shares"), to Buyer, and Buyer desires to purchase the Shares on the terms and
subject to the conditions set forth in this Agreement. Accordingly, the
Parties, each intending to be legally bound hereby, agree as set forth in this
Agreement.
Article 1
The Transaction
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1.01. Sale and Purchase of Shares. Upon the terms and subject to the
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conditions of this Agreement and in consideration of the Purchase Price, Seller
shall sell, assign, transfer and deliver the Shares to Buyer, and Buyer shall
purchase from Seller and take delivery of the Shares, at the Closing, free of
all encumbrances.
1.02. The aggregate purchase price for the Shares shall be one thousand
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pounds sterling("Purchase Price") consisting of a cash payment of
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(Pounds)1,000.00 sterling (one thousand pounds) at Closing.
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1.03. Closing. The consummation of the purchase and sale of the Shares and
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the other transactions contemplated hereby ("Closing") shall take place at 12
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noon local time, on 8th December 2000 at the offices of the Buyer, 13515 Dulles
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Technology Drive, Herndon, Virginia or at such other time, date or place as the
Parties agree ("Closing Date").
1.04. Payment. Upon the terms and subject to the conditions of this
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Agreement at Closing, Buyer shall deliver the Purchase Price to Seller directly,
or to an escrow agent engaged to facilitate the Closing, by wire transfers of
federal funds. All
funds contemplated in this Agreement are defined as UK sterling.
1.05. Delivery of Shares. Upon the terms and subject to the conditions of
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this Agreement, Seller shall deliver the Shares at Closing free of all
encumbrances and fully and duly completed and executed for transfer directly to
Buyer, or to an escrow agent engaged to facilitate the Closing.
1.06. Related Agreements. It is contemplated by the Parties that the
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Parties will enter into a Distribution Agreement as defined by the terms and
conditions of Exhibit A and a Secured Note Payable as defined by the terms and
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conditions of Exhibit B.
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Article 2
Representations and Warranties
Concerning The Parties
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2.01. Representations and Warranties Concerning the Buyer. The Buyer
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represents and warrants to the Seller that the statements contained in this
section 2.01 are correct and complete as of the date of this Agreement and will
be correct and complete as of the Closing Date.
(a) Authorization of Transaction. Buyer has full power and authority
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(including full corporate power and authority) to execute and deliver this
Agreement and to perform its obligations hereunder. This Agreement constitutes
the valid and legally binding obligation of the Buyer, enforceable in accordance
with its terms and conditions, except as the enforceability hereof may be
affected by bankruptcy, insolvency, fraudulent transfer, reorganization and
similar laws affecting the rights of creditors generally, and by general
principles of equity.
(b) Noncontravention. Neither the execution and the delivery of this
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Agreement, nor the consummation of the transactions contemplated hereby, will
violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which the Buyer is subject or any provision of
its Articles of Incorporation or Bylaws.
(c) Brokers' Fees. Buyer has no liability or obligation to pay any fees
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or commissions to any broker, finder, or agent with respect to the transactions
contemplated by this Agreement for which any Seller could become liable or
obligated.
2.02. Representations and Warranties Concerning the Seller.
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The Seller represents and warrants to the Buyer that the statements contained in
this section 2.02 and contained in any answers to pre-agreement enquiries raised
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of the Seller by the Buyer are correct and complete as of the date of this
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Agreement and will be correct and complete as of the Closing Date, with respect
to itself, himself, or herself.
(a) Authorization of Transaction. The Seller has full power and
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authority to execute and deliver this Agreement to perform the obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of the Seller, enforceable against the Seller in accordance with its terms and
conditions, except as the enforceability hereof may be affected by bankruptcy,
insolvency, fraudulent transfer, reorganization, and similar laws affecting the
rights of creditors generally, and by general principles of equity. The Seller
is required to give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government of governmental agency or
any other person in order to consummate the transactions contemplated by this
Agreement.
(b) Noncontravention. Neither the execution and the delivery of this
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Agreement, nor the consummation of the transactions contemplated hereby, will
violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any governmental agency,
or court to which any Seller is subject.
(c) Brokers' Fees. No Seller has any liability or obligation to pay any
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fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which the Buyer could become
liable or obligated.
Article 3
Certain Covenants
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3.01. Conduct of Business Pending Closing. From and after the date hereof
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and until the Closing Date, unless Buyer shall otherwise consent in writing, the
Company and the Seller shall cause the Company conduct its affairs as follows:
(a) Ordinary Course: Compliance. The Company's business shall be
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conducted only in the ordinary course and consistent with past practice. The
Company shall maintain its property, equipment and other assets consistent with
past practice and shall comply in a timely fashion with the provisions of all of
its other agreements and commitments. The Company shall use its best efforts to
keep its business organization intact, keep available the services of its
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present employees and preserve the goodwill of its suppliers, customers and
others having business relations with it. The Company shall maintain in full
force and effect the policies of insurance listed in the Disclosure Schedule.
(b) Transactions. The Company shall not: (i) amend its Articles of
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Incorporation or Bylaws; (ii) change its authorized or issued capital stock or
issue any rights with respect to shares of its capital stock; (iii) enter into
any contract or commitment the performance of which may extend beyond the
Closing, except those made in the ordinary course of business, the terms of
which are consistent with past practice and do not require any commitment in
excess of $2,500; (iv) enter into any employment or consulting contract or
arrangement that is not terminable at will and without penalty or continuing
obligation; (v) fail to pay any tax or any other liability or charge when due,
other than charges contested in good faith by appropriate proceedings; (vi)
make, change or revoke any tax election or make any agreement or settlement with
any taxing authority; (vii) take any action that is reasonably likely to result
in the occurrence of any event described in Section 2.03(i); or (viii) take any
action or omit to take any action that will cause a breach or termination of any
Contract, other than termination by fulfillment of the terms thereunder.
(c) Access; Information and Documents. The Company shall give to Buyer and
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to Buyer's employees and representatives (including accountants and attorneys)
access during normal business hours to all of the properties, books, tax
returns, contracts, commitments, records, officers, personnel and accountants
(including independent public accountants and their audit workpapers concerning
the Company) of the Company and shall furnish to Buyer all such documents and
copies of documents and all information with respect to the properties,
liabilities and affairs of the Company as Buyer reasonably requests.
Article 4
Conditions to Closing Termination
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4.01. Transfers in Contemplation of Closing. Notwithstanding any other
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provision of this Agreement, certain liabilities of the Company are not intended
to be borne by the Company or the Buyer by reason of the purchase of the Shares
pursuant to the terms of this Agreement and are to be transferred prior to or
simultaneously with Closing, so that such liabilities will not be owned by the
Company
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at the consummation of the transactions contemplated hereby:
(a) All liabilities and obligations to affiliates of the Company other than
for the provision of the goods and services in the ordinary course of business
on arms-length terms;
(b) All other liabilities and obligations for which any Seller has
expressly assumed responsibility pursuant to this Agreement or otherwise;
(c) All liabilities and obligations relating to employment agreements
between the Company and any officer or director of the Company, except as may be
otherwise expressly provided for in this Agreement or the Related Agreement;
4.02 Conditions Precedent to Obligation of the Parties. The obligations
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of the parties to proceed with the Closing under this Agreement is subject to
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the fulfilment prior to or at Closing of the following conditions any one or
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more of which may be waived in whole or in part by the Buyer at the Buyer's sole
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option.
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(a) Bringdown of Representations and Warranties; Covenants. Each of the
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representations and warranties of Seller and the Company contained in this
Agreement shall be true and correct in all material respects on and as of the
Closing Date, with the same force and effect as though such representations and
warranties had been made on, as of and with reference to the Closing Date. The
Seller and the Company shall have performed in all respects all of the covenants
and complied with all of the provisions required by this Agreement to be
performed or complied with by it at or before the Closing.
(b) Litigation. No statute, regulation or order of any court or
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governmental body shall be in effect that restrains or prohibits the
transactions contemplated hereby or that would limit or adversely affect Buyer's
ownership of the Shares or control of the Company, and there shall not have been
threatened, nor shall there be pending, any action or proceeding by or before
any governmental body challenging the lawfulness of or seeking to prevent or
delay any of the transactions contemplated by this Agreement or seeking monetary
or other relief by reason of the consummation of any of such transactions.
(c) No Material Adverse Change. Between the date hereof and the Closing
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Date, there shall have been no material adverse change, regardless of insurance
coverage therefor, in the Company's business or any of the assets, results of
operations, liabilities,
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prospects or condition, financial or otherwise, of the Company.
(d) Closing Documents. Buyer shall have received the other documents
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referred to in Section 4.04(a). All agreements, certificates, opinions and
other documents delivered by the Company to Buyer hereunder shall be in form and
substance satisfactory to counsel for Buyer, in the exercise of such counsel's
reasonable professional judgment.
4.03. Conditions Precedent to Obligation of Seller. The obligation of
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Seller to proceed with the Closing under this Agreement is subject to the
fulfillment prior to or at Closing of the following conditions, any one or more
of which may be waived in whole or in part by the Seller acting as a group:
(a) Bringdown of Representations and Warranties; Covenants. Each of the
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representations and warranties of Buyer contained in this Agreement shall be
true and correct in all material respects on and as of the Closing Date, with
the same force and effect as though such representations and warranties had been
made on, as of and with reference to the Closing Date. Buyer shall have and
complied in all respects with all of the provisions required by this Agreement
to be performed or complied with by it at or before the Closing.
(b) Litigation. No statute, regulation or order of any court of
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governmental body shall be in effect that restrains or prohibits the
transactions contemplated hereby, and there shall not have been threatened, nor
shall there be pending, any action or proceeding by or before any court or
governmental body challenging the lawfulness of or seeking to prevent or delay
any of the transactions contemplated by this Agreement or seeking monetary or
other relief by reason of the consummation of such transactions.
(c) Closing Documents. Seller shall have received the other documents
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referred to in Section 4.04(b). All agreements, certificates, opinions and
other documents delivered by Buyer to Seller hereunder shall be in form and
substance satisfactory to counsel for Seller, in the exercise of such counsel's
reasonable professional judgment.
4.04. Deliveries and Proceedings at Closing.
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(a) Deliveries by Seller. Seller shall deliver or cause to be delivered
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to Buyer at the Closing:
(i) Certificates representing the Shares duly endorsed in negotiable
form or accompanied by stock powers duly executed in
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blank with all transfer taxes, if any, paid in full.
(ii) The minute books, stock ledgers and corporate seal of the
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Company.
(iii) Resignations of the officers and directors of the Company
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effective at the Closing.
(b) Deliveries by Buyer. Buyer shall deliver or cause to be delivered to
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Seller at the Closing:
(i) A wire transfer of federal funds in accordance with Section 2.05
pursuant to complete wire transfer instructions delivered by Seller, to Buyer in
writing at least five days prior to Closing.
(ii) A certificate of the Secretary of Buyer setting forth all
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resolutions of the Board of Directors of Buyer authorizing the execution and
delivery of this Agreement and the performance by Buyer of the transactions
contemplated hereby.
4.05. Termination. This Agreement may be terminated at any time prior to
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Closing by: (i) mutual consent of Buyer and Seller; (ii) Buyer, if any of the
conditions specified in Section 4.02 hereof shall not have been fulfilled by
31st December 2000 and shall not have been waived by Buyer; or (iii) Seller, if
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any of the conditions specified in Section 4.03 hereof shall not have been
fulfilled by 31st December 2000 and shall not have been waived by Seller.
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Article 5
Survival of Representations; Indemnification
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5.01. Survival of Representations. All representations, warranties and
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agreements made by any party in this Agreement or pursuant hereto shall survive
the Closing, but all claims for damages made by virtue of such representations,
warranties and agreements shall be made under, and subject to the limitations
set forth in, this Article 5. The representations and warranties set forth in
Article 2 are cumulative, and any limitation or qualification set forth in any
one representation and warranty therein shall not limit or qualify any other
representation and warranty therein. After Closing, the Company shall have no
liability to Buyer for any breach of any representation or warranty made by the
Company to Buyer in this Agreement, in any certificate or document furnished
pursuant hereto by the Company.
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5.02. Indemnification by the Seller and the Company. The Seller and the
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Company, shall indemnify, defend, save and hold Buyer and its officers,
directors, employees, agents and Affiliates (including, after the Closing, the
Company; collectively, "Buyer Indemnitees") harmless from and against all
demands, claims, allegations, assertions, actions or causes of action,
assessments, losses, damages, deficiencies, liabilities, costs and expenses
(including reasonable legal fees, interest, penalties, and all reasonable
amounts paid in investigation, defense or settlement of any of the foregoing,
whether or not any such demands, claims, allegations, etc., of third parties are
meritorious; collectively, "Buyer Damages") asserted against, imposed upon,
resulting to, required to be paid by or incurred by any Buyer Indemnitees,
directly or indirectly, in connection with, arising out of, which could result
in, or which would not have occurred but for, (i) a breach of any representation
or warranty made by the Company in this Agreement, in any certificate or
document furnished pursuant hereto by the Company, (ii) a breach or
nonfulfillment of any covenant or agreement made by the Company in or pursuant
to this Agreement, and (iii) any and all liabilities of the Company of any
nature whatsoever, whether due or to become due, whether accrued, absolute,
contingent or otherwise, existing on the Closing Date or arising out of any
transaction entered into, or any state of facts existing, prior to the Closing
Date, except for liabilities fully reserved on the September 30 Balance Sheet,
but only to the extent reserved or reserved therein, and those liabilities not
required under GAAP to be reserved in the September 30 Balance Sheet that are
expressly quantified and set forth on the Disclosure Schedule.
5.04. Indemnification by Buyer. Buyer shall indemnify, defend, save and
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hold Seller (collectively, "Seller Indemnitees") harmless from and against any
and all demands, claims, actions or causes of action, assessments, losses,
damages, deficiencies, liabilities, costs and expenses (including reasonable
legal fees, interest, penalties, and all reasonable amounts paid in
investigation, defense or settlement of any of the foregoing, whether or not any
such demands, claims, allegations, etc., of third parties are meritorious;
collectively, "Seller Damages") asserted against, imposed upon, resulting to,
required to be paid by or incurred by any Seller Indemnitees, directly or
indirectly, in connection with, arising out of, which could result in, or which
would not have occurred but for, (i) a breach of any representation or warranty
made by Buyer in this Agreement or in any certificate or document furnished
pursuant hereto by Buyer (ii) a breach or nonfulfillment of any covenant or
agreement made by Buyer in or pursuant to this Agreement.
5.05. Limitation of Liability. Notwithstanding the foregoing,
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Seller's obligations to indemnify Buyer Indemnitees against any Buyer Damages
shall be subject to all of the following limitations:
(a) Threshold. Indemnification shall be made under section 5.02(i) only
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to the extent the aggregate amount of Buyer Damages thereunder exceeds
$1,000,000.00.
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(b) Ceiling. No indemnification shall be made under section 5.02(i) to
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the extent that Buyer's Damages exceed the entire amount of consideration
payable by Buyer to the Majority Holder in consideration of entering into this
Agreement.
(c) Time Period. The Seller shall be obligated to indemnify Buyer
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Indemnitees by virtue of section 5.02(i) only for those Buyer Damages
as to which Buyer has given Seller written notice thereof within
three years after the Closing Date; provided, however, that with
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respect to any claim for Buyer Damages sustained by reason of a
breach of any representation or warranty relating to those matters
governed by sections 2.03 (j),(t), and (w). Seller's liability shall
be limited to Buyer Damages as to which such written notice shall
have been given within the periods of the applicable federal and
state statutes of limitations related to such matters.
(d) (d) Fraud; Intentional Misrepresentation. The limitations set forth
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in Sections 5.05(a) (b) and (c) shall not apply to Buyer Damages arising out of
fraud, or the breach of any representation or warranty contained herein or
pursuant hereto if such representation or warranty was made with actual
knowledge that it contained an untrue statement of a fact or omitted to state a
fact necessary to make the statements of facts contained therein not misleading.
5.06. Right of Set-Off.
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5.07. Notice of Claims. If any Buyer Indemnitee or Seller Indemnitee (an
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"Indemnified Party") believes that it has suffered or incurred or will suffer or
incur any Buyer Damages or Seller Damages, as the case may be ("Damages"), for
which it is entitled to indemnification under this Article 5, such Indemnified
Party shall so notify the party or parties from whom indemnification is being
claimed ("Indemnifying Party") with reasonable promptness and reasonable
particularity in light of the circumstances then existing. If any action at law
or suit in equity is instituted by or against a third party with respect to
which any Indemnified Party intends to claim any Damages, such Indemnified Party
shall
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promptly notify the Indemnifying Party of such action or suit. The failure of an
Indemnified Party to give any notice required by this Section shall not affect
any of such party's rights under this Article 5 or otherwise except and to the
extent that such failure is actually prejudicial to the rights or obligations of
the Indemnified Party.
5.08. Third Party Claims. The Indemnified Party shall have the right to
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conduct and control, through counsel of its choosing, the defense of any third
party claim, action or suit, and the Indemnified Party may compromise or settle
the same, provided that the Indemnified Party shall give the Indemnifying Party
advance notice of any proposed compromise or settlement. The Indemnified Party
shall permit the Indemnifying Party to participate in the defense of any such
action or suit through counsel chosen by the Indemnifying Party, provided that
the fees and expenses of such counsel shall be borne by the Indemnifying Party.
If the Indemnified Party permits the Indemnifying Party to undertake, conduct
and control the conduct and settlement of such action or suit, (i) the
Indemnifying Party shall not thereby permit to exist any encumbrance upon any
asset of the Indemnified Party; (ii) the Indemnifying Party shall not consent to
any settlement that does not include as an unconditional term thereof the giving
of a complete release from liability with respect to such action or suit to the
Indemnified Party; (iii) the Indemnifying Party shall permit the Indemnified
Party to participate in such conduct or settlement through counsel chosen by the
Indemnified Party; and (iv) the Indemnifying Party shall agree promptly to
reimburse the Indemnified Party for the full amount of any Damages including
fees and expenses of counsel for the Indemnified Party incurred after giving the
foregoing notice to the Indemnifying Party and prior to the assumption of the
conduct and control of such action or suit by the Indemnifying Party.
Article 6
Miscellaneous
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6.01. Costs and Expenses. Buyer and Seller shall each pay their respective
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expenses, brokers' fees and commissions, and Seller shall be responsible for all
of the pre-Closing expenses of the Company incurred in connection with this
Agreement, the Related agreement any other agreement or commitment connected to
transactions contemplated hereby, including all accounting, legal and appraisal
fees and settlement charges.
6.02. Further Assurances. Seller shall, at any time and from
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time to time on and after the Closing Date, upon request by Buyer and without
further consideration, take or cause to be taken such actions and execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered,
such instruments, documents, transfers, conveyances and assurances as may be
required or desirable for the better conveying, transferring, assigning,
delivering, assuring and confirming the Shares to Buyer or any of the assets
used in its business to the Company.
6.03. Notices. All notices and other communications given or made pursuant
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to this Agreement shall be in writing and shall be deemed to have been duly
given or made (i) the second business day after the date of mailing, if
delivered by registered or certified mail, postage prepaid, (ii) upon delivery,
if sent by hand delivery, (iii) upon delivery, if sent by prepaid courier, with
a record of receipt, or (iv) the next day after the date of dispatch, if sent by
cable, telegram, facsimile or telecopy (with a copy simultaneously sent by
registered or certified mail, postage prepaid, return receipt requested), to the
parties at the following addresses:
(i) if to Buyer, to:
Activ Training Limited
Activ House
45 Bromham Road
Bedford, England MK40 2AA
Attention: Phillip G. Jones
with a copy to:
Mellows
Royal Chambers
1 St. Peter's Street
Bedford
England
MK40 2PN
Attention: Kevin R Nutt
(ii) if to Seller, to:
ITC Learning Corporation
13515 Dulles Technology Drive
Herndon, VA 20171
Attention: President
with a copy to:
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Kirkpatrick and Lockhart, LLP
Insert Address
Attention: Alan J. Berkeley
6.04. Assignment; Governing Law. This Agreement and all the rights and
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powers granted hereby shall bind and inure to the benefit of the parties hereto
and their respective permitted successors and assigns. This Agreement and the
rights, interests and obligations hereunder may not be assigned by any party
hereto without the prior written consent of the other parties hereto, except
that Buyer may make such assignments to any affiliate of Buyer provided that
Buyer remains liable hereunder. This Agreement shall be governed by and
construed in accordance with the laws of England and Wales.
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6.05. Amendment and Waiver; Cumulative Effect. To be effective, any
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amendment or waiver under this Agreement must be in writing and be signed by the
party against whom enforcement of the same is sought. Neither the failure of any
party hereto to exercise any right, power or remedy provided under this
Agreement or to insist upon compliance by any other party with its obligations
hereunder, nor any custom or practice of the parties at variance with the terms
hereof shall constitute a waiver by such party of its right to exercise any such
right, power or remedy or to demand such compliance. The rights and remedies of
the parties hereto are cumulative and not exclusive of the rights and remedies
that they otherwise might have now or hereafter, at law, in equity, by statute
or otherwise.
6.06. Entire Agreement; No Third Party Beneficiaries. This Agreement and
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the Disclosure Schedule and Exhibits set forth all of the promises, covenants,
agreements, conditions and undertakings between the parties hereto with respect
to the subject matter hereof, and supersede all prior or contemporaneous
agreements and understandings, negotiations, inducements or conditions, express
or implied, oral or written, including the letter of intent. This Agreement is
not intended to confer upon any person other than the parties hereto any rights
or remedies hereunder, except the provisions of Sections 5.02 and 5.03 and 5.04
relating to Buyer Indemnitees and Seller Indemnitees.
6.07. Severability. If any term or other provision of this Agreement is
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held by a court of competent jurisdiction to be invalid, illegal or incapable of
being enforced under any rule of
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Law in any particular respect or under any particular circumstances, such term
or provision shall nevertheless remain in full force and effect in all other
respects and under all other circumstances, and all other terms, conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that the transactions contemplated
hereby are fulfilled to the fullest extent possible.
6.08. Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed to be an original but all of which
together shall be deemed to be one and the same instrument.
7.0 Stock Purchase Option
7.1 Notwithstanding the provisions of this Agreement the following
documents as listed below shall continue to be binding upon the Buyer and Seller
in accordance with their terms irrespective of any terms in those documents to
the contrary and/or termination under clause 4.05 above. For the avoidance of
doubt Clause 3 of the Key Employee Stock Option Agreement dated 12 December 1996
shall continue to apply as to the exercise of the Options by the Buyer from the
Seller notwithstanding the termination of employment by the Buyer with ITC and
to the necessary extent the terms of that 1996 Agreement are hereby varied to
preserve the Buyer's ability to exercise those Options.
7.2 The documents referred to above are
7.2.1 The Key Employee Stock Option Agreement dated 12th December
1996 between Industrial Training Corporation and Phillip Jones.
7.2.2 The Stock Option Agreement dated 16th November
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1998 between ITC Learning Corporation and Phillip G Jones.
7.2.3 A document entitled Industrial Training Corporation `1992 Key
Employee Incentive Stock Option Plan as adopted 30th April 1992'.
7.2.4 Letters from ITC Learning to Phillip G Jones dated 24th
December 1996, 6th January 1999, 14th February 2000 and 11th
September 2000
AND copies of these documents are attached as Exhibit C.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
ITC LEARNING CORPORATION
By: /s/Christopher E. Mack
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PHILLIP G. JONES
By: /s/Phillip G. Jones
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STOCK PURCHASE AGREEMENT
ITC Learning Corporation
And
Phillip G Jones
Exhibit List
THIS PAGE WILL NEED TO BE UPDATED FOR THE EXHIBITS
Exhibit A OEM License and Distribution Agreement dated 12th December 2000
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Exhibit B Secured Promissory Note dated 12th December 2000
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Exhibit C Stock Purchase Option documentation
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