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EXHIBIT 10.5
XXXX OF SALE
O/E LEARNING, INC., a Michigan corporation ("Seller"), with a
registered office at 0000 Xxxx Xxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxxxx 00000, in
consideration of good and valuable consideration, the receipt and sufficiency of
which are acknowledged, paid to it by HBC ACQUISITION CORP., a Delaware
corporation ("Buyer"), with a registered office at 0000 Xxxxxxxxxxx Xxxxxxx,
Xxxxx 000, Xxxxxxx, Xxxxxxx, 00000, hereby sells and delivers to the Buyer all
of its School Related Assets, as defined in the Asset Purchase Agreement between
Seller, Educational Medical, Inc. and Buyer dated December 12, 1996 (the "Asset
Purchase Agreement"), to which a form of this Xxxx of Sale is attached as an
Exhibit, including without limitation all of their right, title and interest to
the personal property, tangible or intangible, listed or described on Exhibit 7
to the Asset Purchase Agreement, which is made a part of this Xxxx of Sale by
reference.
IN WITNESS WHEREOF, the Seller has caused this document to be executed
this 31st day of December, 1996.
WITNESSES: O/E LEARNING, INC., a Michigan
corporation
/s/ Xxxxx X. Xxxxxxxxxx
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/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Authorized Signatory
