0001181431-06-013175 Sample Contracts

February 15, 2006
Employment Agreement • February 21st, 2006 • Varsity Group Inc • Retail-catalog & mail-order houses

This letter agreement (this "Agreement") shall serve as an amendment to your employment agreement dated August 24, 1999 with Varsitybooks.com Inc. (your "Employment Agreement").

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 21st, 2006 • Varsity Group Inc • Retail-catalog & mail-order houses • Delaware

THIS RESTRICTED STOCK AGREEMENT, dated as of February 17, 2006 (the "Award Date"), is made by and between VARSITY GROUP INC., a Delaware corporation (the "Corporation"), and Mark Thimmig, an employee of the Corporation (the "Employee"):

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