Exhibit 4.3 ITC LEARNING CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE ----------------------------------------------------- DIRECTORS --------- AGREEMENT ("Agreement") dated the ___th day of ____, 1998 by and between ITC Learning...Non-Qualified Stock Option Agreement • May 8th, 1998 • Itc Learning Corp • Services-motion picture & video tape production
EXHIBIT 2.11 THIS SECURITY AGREEMENT is made as of the 18th day of September, 1998. BETWEEN: ITC CANADA LIMITED, a body corporate under the laws of Nova Scotia (the "Debtor")Security Agreement • October 13th, 1998 • Itc Learning Corp • Services-motion picture & video tape production • Nova Scotia
RECITALS --------Separation Agreement • August 6th, 1997 • Industrial Training Corp • Services-motion picture & video tape production
WITNESSETH: ----------Office Lease • March 15th, 1996 • Industrial Training Corp • Services-motion picture & video tape production
RECITALSEmployment Agreement • August 14th, 1998 • Itc Learning Corp • Services-motion picture & video tape production • Virginia
OF THE SECOND PART WHEREAS: a) Grant Thornton Limited, as receiver of Mentor Networks Inc. ("Mentor") and High Performance Group (Canada) Inc. ("HPG") issued an Information Memorandum dated July 21, 1998 inviting Offers to Purchase certain of the...Assignment Agreement • October 13th, 1998 • Itc Learning Corp • Services-motion picture & video tape production
EXHIBIT 2.13 THIS AGREEMENT made as of the 22nd day of September, 1998 BETWEEN: ITC LEARNING CORPORATION, a body corporate (hereinafter called "ITC Learning")Loan Agreement • October 13th, 1998 • Itc Learning Corp • Services-motion picture & video tape production
RECITALS --------Employment Agreement • March 14th, 1997 • Industrial Training Corp • Services-motion picture & video tape production
ANDStock Purchase Agreement • December 8th, 1997 • Industrial Training Corp • Services-motion picture & video tape production • Illinois
Article 2 Representations and Warranties Concerning The Parties ----------------------Stock Purchase Agreement • February 13th, 2001 • Itc Learning Corp • Services-educational services • England and Wales
ARTICLE 1 INDEPENDENT CONTRACTORConsultant Agreement • March 13th, 1998 • Itc Learning Corp • Services-motion picture & video tape production
STANDARD FORM COMMERCIAL LEASE Member Greater Boston Real Estate Board 1. PARTIES: Ellen Realty Trust 2 Milliston Road Millis, MA 02054 LESSOR, which expression shall include its heirs, successors, and assigns where the context so admits, does hereby...Commercial Lease • March 15th, 1996 • Industrial Training Corp • Services-motion picture & video tape production
ROYALTY AGREEMENTRoyalty Agreement • October 13th, 1998 • Itc Learning Corp • Services-motion picture & video tape production • Nova Scotia
BETWEENOffice Building Lease • March 14th, 1997 • Industrial Training Corp • Services-motion picture & video tape production • California
RECITALS --------Employment Agreement • March 14th, 1997 • Industrial Training Corp • Services-motion picture & video tape production
RECITALS --------Employment Agreement • April 25th, 1997 • Industrial Training Corp • Services-motion picture & video tape production
RECITALS --------Employment Agreement • March 14th, 1997 • Industrial Training Corp • Services-motion picture & video tape production
RECITALSEmployment Agreement • August 13th, 1999 • Itc Learning Corp • Services-educational services
RECITALS --------Employment Agreement • March 14th, 1997 • Industrial Training Corp • Services-motion picture & video tape production
EXHIBIT B EMPLOYMENT AND NON-COMPETITION AGREEMENT Employment and Non- Competition Agreement ("Agreement") entered into as of this 25th day of March 1998 ("Effective Date"), by and between ITC Learning Corporation, a Maryland Corporation ("Employer")...Employment and Non-Competition Agreement • May 1st, 1998 • Itc Learning Corp • Services-motion picture & video tape production • Maryland
EXHIBIT 2.10 DEBENTURE PLEDGE AGREEMENT DESCRIPTION OF DEBENTURE PRINCIPAL AMOUNT $3,600,000Debenture Pledge Agreement • October 13th, 1998 • Itc Learning Corp • Services-motion picture & video tape production
WITNESSETH: ARTICLE 1Office Lease • March 15th, 1996 • Industrial Training Corp • Services-motion picture & video tape production
Exhibit 4.2 ITC LEARNING CORPORATION INCENTIVE AND NON-QUALIFIED STOCK OPTION AGREEMENT -------------------------------------------------- FOR EMPLOYEES ------------- AGREEMENT ("Agreement") dated the __th day of ______, 1998 by and between ITC...Incentive and Non-Qualified Stock Option Agreement • May 8th, 1998 • Itc Learning Corp • Services-motion picture & video tape production
REGISTRATION RIGHTS AND SHAREHOLDERS AGREEMENTRegistration Rights and Shareholders Agreement • January 13th, 1997 • Industrial Training Corp • Services-motion picture & video tape production • Maryland
BY AND AMONGAgreement and Plan of Reorganization • January 13th, 1997 • Industrial Training Corp • Services-motion picture & video tape production • Maryland
TRUST AGREEMENTEmployee Stock Ownership Plan Trust Agreement • March 24th, 1999 • Itc Learning Corp • Services-motion picture & video tape production • Virginia
Exhibit 2.2 RECEIVER'S BILL OF SALE 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 each of Mentor Networks Inc. and High Performance Group (Canada)...Receiver's Bill of Sale • October 13th, 1998 • Itc Learning Corp • Services-motion picture & video tape production
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...Receiver's Assignment of Interest in Courseware • October 13th, 1998 • Itc Learning Corp • Services-motion picture & video tape production
OF THE FIRST PARTReceiver's Assignment of Lease • October 13th, 1998 • Itc Learning Corp • Services-motion picture & video tape production • Nova Scotia
EXHIBIT 2.15 INTER-LENDER AGREEMENT THIS AGREEMENT dated as of the 23rd day of September, 1998 AMONG: NOVA SCOTIA BUSINESS DEVELOPMENT CORPORATION ("NSBDC")Inter-Lender Agreement • October 13th, 1998 • Itc Learning Corp • Services-motion picture & video tape production • Nova Scotia
Exhibit 2.5 RECEIVER'S ASSIGNMENT OF INTEREST IN INTELLECTUAL PROPERTY RIGHTS 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...Receiver's Assignment of Interest in Intellectual Property Rights • October 13th, 1998 • Itc Learning Corp • Services-motion picture & video tape production
