Smarterkids Com Inc Sample Contracts

Smarterkids Com Inc – AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT AND PLAN OF REORGANIZATION (May 1st, 2001)

Exhibit 2.2 AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT AND PLAN OF REORGANIZATION AND MERGER AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (this "Amendment"), dated as of March 14, 2001, by and among Earlychildhood LLC (f/k/a Earlychildhood.com), a California limited liability company ("Earlychildhood"), SmarterKids.com, Inc., a Delaware corporation ------------------ ("SmarterKids"), LearningStar Corp. (f/k/a S-E Educational Holdings Corp.), a --------------- Delaware corporation ("LearningStar") and S-E Educational Merger Corp., a ---------------- wholly-owned subsidiary of LearningStar ("Merger Sub"). Capitalized terms not -------------- otherwise defined herein have the meanings gi

Smarterkids Com Inc – LOAN AND SECURITY AGREEMENT (April 2nd, 2001)

EXHIBIT 10.11 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of November 24, 1999, between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at Wellesley Office Park, 40 William Street, Suite 350, Wellesley, Massachusetts 02481, doing business under the name "Silicon Valley East" ("Bank") and SMARTERKIDS.COM, INC. ("Borrower"), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows: 1 ACCOUNTING AND OTHER TERMS Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. The term "financial statements" includes the notes and schedules. The terms "including

Smarterkids Com Inc – REGISTRATION RIGHTS AGREEMENT (April 2nd, 2001)

EXHIBIT 10.17 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of November 14, 2000 by and among S-E Educational Holdings, a Delaware corporation (the "Company"), and certain stockholders of the Company identified from time to time on Schedule A hereto. RECITALS: -------- A. Concurrent with the execution and delivery of this Agreement, the parties have entered into a Contribution Agreement and Plan of Reorganization and Merger, dated as of the date hereof (the "Merger Agreement"), by and among the Company, Earlychildhood.com LLC, a California limited liability company ("Earlychildhood"), SmarterKids.com, Inc., a Delaware corporation ("SmarterKids"), and S-E Educational Merger Corp., a newly-formed Delaware corporation and a wholly-owned subsidiar

Smarterkids Com Inc – CHANGE OF CONTROL AGREEMENT (April 2nd, 2001)

Exhibit 10.13 CHANGE OF CONTROL AGREEMENT --------------------------- CHANGE OF CONTROL AGREEMENT, dated as of September 7, 2000, by and between SmarterKids.com. (the "Company") and __________ (the "Executive"). This Agreement supercedes any other agreement between the parties. WHEREAS, the Company believes it to be to its advantage to employ the Executive to render services to the Company as hereinafter provided; WHEREAS, the Company desires continuity of management; and WHEREAS, the Executive is willing to continue to render services to the Company subject to the conditions set forth in this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive agree as follows: 1. TERMINATION FOLLOWING A CHANGE OF CONTROL. ---------

Smarterkids Com Inc – 1999 EMPLOYEE STOCK PURCHASE PLAN (April 2nd, 2001)

Exhibit 10.4.1 AMENDMENT TO SMARTERKIDS.COM 1999 EMPLOYEE STOCK PURCHASE PLAN Reference is hereby made to a certain 1999 Employee Stock Purchase Plan, as amended, (the "ESPP") of SmarterKids.com, Inc., a Delaware corporation (the "Company"). WHEREAS, the Board of Directors of the Company have determined that it is in the best interest of the Company and the Stockholders to amend the ESPP, and do hereby amend such ESPP as follows, in accordance with the provisions of Article 15 thereto; NOW THEREFORE, 1. Article 3 of the ESPP is hereby amended by deleting the Article in its entirety and replacing it with the following: All employees of the Company or any of its participating subsidiaries whose customary employment with the Company is more than 20 hours per week and for more than five months in any c

Smarterkids Com Inc – CHANGE OF CONTROL AGREEMENT (April 2nd, 2001)

Exhibit 10.14 CHANGE OF CONTROL AGREEMENT --------------------------- CHANGE OF CONTROL AGREEMENT, dated as of September 7, 2000, by and between SmarterKids.com. (the "Company") and __________ (the "Senior Executive"). This Agreement supercedes any other agreement between the parties. WHEREAS, the Company believes it to be to its advantage to employ the Senior Executive to render services to the Company as hereinafter provided; WHEREAS, the Company desires continuity of management; and WHEREAS, the Senior Executive is willing to continue to render services to the Company subject to the conditions set forth in this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Senior Executive agree as follows: 1. TERMINATION FOLLOWING A CHANGE O

Smarterkids Com Inc – Internet Data Center Services Agreement (April 2nd, 2001)

Exhibit 10.16 Exodus Communications, Inc. Internet Data Center Services Agreement This Internet Data Center Services Agreement (this "Agreement") is made effective as of the Submission Date (June 29, 1999) indicated in the initial Internet Data Center Services Order Form accepted by Exodus, by and between Exodus Communications, Inc. ("Exodus") and the customer identified below ("Customer"). Parties: Customer Name: Smarterkids.Com, Inc. Address: 200 Highland Avenue Needham, Ma 02494 Phone: (781) 449-7567 Fax: (781) 449-4887 Exodus Communications, Inc. 2831 Mission College Blvd. Santa Clara, CA 95055-1838 Phone: (408) 346-2200 Fax: (408) 346-2420 1. Internet Data Center Services. Subject to the terms and conditions of this Agreement, during the term of the Agreement, Exodus will provide to Customer the services

Smarterkids Com Inc – FORM OF LOCK-UP AGREEMENT (April 2nd, 2001)

EXHIBIT 10.19 FORM OF LOCK-UP AGREEMENT November __, 2000 S-E Educational Holdings Corp. ______________________________ ______________________________ ______________________________ Ladies and Gentlemen: Concurrently with the execution of this Agreement, S-E Educational Holdings Corp., a newly-formed Delaware corporation (the "Company"), has entered into a Contribution Agreement and Plan of Reorganization and Merger (the "Merger Agreement"), dated as of the date hereof, by and among the Company, Earlychildhood.com, LLC, a California limited liability company ("Earlychildhood"), SmarterKids.com, Inc., a Delaware corporation ("SmarterKids"), and S-E Educational Merger Corp., a newly-formed Delaware corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), pursuant to which, and upon the terms and subject to the conditions set for

Smarterkids Com Inc – INDUSTRIAL MULTI-TENANT LEASE (April 2nd, 2001)

EXHIBIT 10.9 KEEP YOUR DAY JOB, LLC INDUSTRIAL MULTI-TENANT LEASE 1. BASIC PROVISIONS ("Basic Provisions"). 1.1 Parties: This Lease ("Lease") dated _____________, 2000, is made by and between KEEP YOUR DAY JOB, LLC, a Delaware limited liability company, ("Landlord") and SMARTERKIDS.COM, a Delaware corporation ("Tenant") (collectively the "Parties," or individually a "Party"). 1.2 Premises: A portion consisting of 139,500 square feet,, outlined on Exhibit A attached hereto ("Premises"), of the building ("Building") being constructed and located at 145 Plymouth Street, in the City of Mansfield, Commonwealth of Massachusetts. The Building is located in the industrial center commonly known as Cabot Business Park. Tenant shall have non-exclusive rights to the Common Areas (as defined in Paragraph 2.3 below), but shall not have any rights to

Smarterkids Com Inc – CONSULTING AGREEMENT (April 2nd, 2001)

Exhibit 10.20 CONSULTING AGREEMENT -------------------- THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of ________, 2001 by and between S-E Educational Holdings Corp., a Delaware corporation ("Holdings"), and David Blohm ("Blohm"). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in that certain Contribution Agreement and Plan of Reorganization and Merger dated as of November -, 2000 by and among Earlychildhood.com, LLC ("Earlychildhood"), SmarterKids.com, Inc. ("SmarterKids"), Holdings and S-E Educational Merger Corp., a wholly-owned subsidiary of Holdings (the "Merger Agreement"). WHEREAS, effective as of the Effective Time, Holdings wishes to retain the services of Blohm on the terms and conditions set forth herein, and Blohm wishes to provide services to Holdi

Smarterkids Com Inc – 1999 Incentive Stock Option Agreement (April 2nd, 2001)

EXHIBIT 10.12 SMARTERKIDS.COM,INC. 1999 Incentive Stock Option Agreement ------------------------------------- SmarterKids.com, Inc. (the "Company") hereby grants the following stock option pursuant to its 1999 Stock Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof. Name of Employee (the "Employee"): ------------------------------------------------------------------------------ Date of this option grant: ------------------------------------------------------------------------------ Number of shares of the Company's Common Stock subject to this option ("Option Shares"): ------------------------------------------------------------------------------ Option exercise price per share: ------------------------------------------------------------------------------ Number, if any, of Option Shares that

Smarterkids Com Inc – PRESS RELEASE (January 9th, 2001)

PRESS RELEASE January 9, 2001 SMARTERKIDS.COM, INC. ANNOUNCES FILING OF ITS PRELIMINARY PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION (NEEDHAM, MASS.): SmarterKids.com, Inc. announced today that it has filed with the Securities and Exchange Commission (the "SEC") a preliminary proxy statement relating to the proposed combination of SmarterKids.com and Earlychildhood LLC (formerly Earlychildhood.com LLC). The combination agreement between SmarterKids.com and Earlychildhood LLC was previously announced on November 15, 2000 and a report on Form 8-K with respect to the combination was filed with the Securities and Exchange Commission on that day. Pursuant to the combination agreement, and subject to the approval of SmarterKids.com's shareholders at a Special Meeting of Stockholders to be held in the spring of 2001, SmarterKids.com and Earlychildhood LLC would each become a wholly-ow

Smarterkids Com Inc – STOCKHOLDER SUPPORT AGREEMENT (November 15th, 2000)

EXHIBIT 2.2 STOCKHOLDER SUPPORT AGREEMENT This STOCKHOLDER SUPPORT AGREEMENT, dated as of November 14, 2000 (the "Agreement"), is by and among Earlychildhood.com, LLC, a California limited liability company ("Earlychildhood") and the stockholders of SmarterKids.com, Inc., a Delaware corporation ("SmarterKids") listed on the signature page(s) hereto (collectively, the "Stockholders" and, individually, a "Stockholder"). Capitalized terms used in this Agreement, unless specifically defined herein, shall have the meanings given to them in the Contribution Agreement and Plan of Reorganization and Merger, dated as of the date hereof (the "Merger Agreement"), by and among Earlychildhood, SmarterKids, S-E Educational Holdings Corp., a newly-formed Delaware corporation, one-half of the issued and outstanding capital stock of which is owned by each of Earlychildhood and SmarterKids ("Holdi

Smarterkids Com Inc – CONTRIBUTION AGREEMENT AND PLAN OF REORGANIZATION AND (November 15th, 2000)

Exhibit 2.1 EXECUTION COPY CONTRIBUTION AGREEMENT AND PLAN OF REORGANIZATION AND MERGER BY AND AMONG EARLYCHILDHOOD.COM, LLC, SMARTERKIDS.COM, INC., S-E EDUCATIONAL HOLDINGS CORP. AND S-E EDUCATIONAL MERGER CORP. ___________________________________ DATED AS OF NOVEMBER 14, 2000 ____________________________________ TABLE OF CONTENTS Page ---- ARTICLE I. THE CONTRI

Smarterkids Com Inc – CONSENT AND NON-CONTRAVENTION AGREEMENT (November 15th, 2000)

EXHIBIT 2.3 CONSENT AND NON-CONTRAVENTION AGREEMENT This CONSENT AND NON-CONTRAVENTION AGREEMENT, dated as of November 14, 2000 (the "Agreement"), is by and among Earlychildhood.com, LLC, a California limited liability company ("Earlychildhood"), the holders of the outstanding membership interests in Earlychildhood listed on the signature page(s) hereto (collectively, the "Holders" and, individually, a "Holder") and SmarterKids.com, Inc., a Delaware corporation ("SmarterKids") Capitalized terms used in this Agreement, unless specifically defined herein, shall have the meanings given to them in the Contribution Agreement and Plan of Reorganization and Merger, dated as of the date hereof (the "Merger Agreement"), by and among Earlychildhood, SmarterKids, S-E Educational Holdings Corp., a newly-formed Delaware corporation, one-half of the issued and outstanding capital stock of which i

Smarterkids Com Inc – CHANGE OF CONTROL AGREEMENT (November 14th, 2000)

Exhibit 10.1 CHANGE OF CONTROL AGREEMENT --------------------------- CHANGE OF CONTROL AGREEMENT, dated as of September 7, 2000, by and between SmarterKids.com. (the "Company") and __________ (the "Executive"). This Agreement supercedes any other agreement between the parties. WHEREAS, the Company believes it to be to its advantage to employ the Executive to render services to the Company as hereinafter provided; WHEREAS, the Company desires continuity of management; and WHEREAS, the Executive is willing to continue to render services to the Company subject to the conditions set forth in this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive agree as follows: 1. TERMINATION FOLLOWING A CHANGE OF CONTROL. ---------

Smarterkids Com Inc – CHANGE OF CONTROL AGREEMENT (November 14th, 2000)

Exhibit 10.2 CHANGE OF CONTROL AGREEMENT --------------------------- CHANGE OF CONTROL AGREEMENT, dated as of September 7, 2000, by and between SmarterKids.com. (the "Company") and __________ (the "Senior Executive"). This Agreement supercedes any other agreement between the parties. WHEREAS, the Company believes it to be to its advantage to employ the Senior Executive to render services to the Company as hereinafter provided; WHEREAS, the Company desires continuity of management; and WHEREAS, the Senior Executive is willing to continue to render services to the Company subject to the conditions set forth in this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Senior Executive agree as follows: 1. TERMINATION FOLLOWING A CHANGE O

Smarterkids Com Inc – INDUSTRIAL MULTI-TENANT LEASE (August 11th, 2000)

KEEP YOUR DAY JOB, LLC INDUSTRIAL MULTI-TENANT LEASE 1. BASIC PROVISIONS ("Basic Provisions"). 1.1 Parties: This Lease ("Lease") dated _____________, 2000, is made by and between KEEP YOUR DAY JOB, LLC, a Delaware limited liability company, ("Landlord") and SMARTERKIDS.COM, a Delaware corporation ("Tenant") (collectively the "Parties," or individually a "Party"). 1.2 Premises: A portion consisting of 139,500 square feet,, outlined on Exhibit A attached hereto ("Premises"), of the building ("Building") being constructed and located at 145 Plymouth Street, in the City of Mansfield, Commonwealth of Massachusetts. The Building is located in the industrial center commonly known as Cabot Business Park. Tenant shall have non-exclusive rights to the Common Areas (as defined in Paragraph 2.3 below), but shall not have any rights to the roof, exterior walls or utility raceways of the Building or to any other build

Smarterkids Com Inc – LOAN AND SECURITY AGREEMENT (May 15th, 2000)

LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of November 24, 1999, between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at Wellesley Office Park, 40 William Street, Suite 350, Wellesley, Massachusetts 02481, doing business under the name "Silicon Valley East" ("Bank") and SMARTERKIDS.COM, INC. ("Borrower"), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows: 1 ACCOUNTING AND OTHER TERMS Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. The term "financial statements" includes the notes and schedules. The terms "including" and "includes" always mean "including (or includes) without limitation" in this

Smarterkids Com Inc – UNDERWRITING AGREEMENT (November 17th, 1999)

EXHIBIT 1.1 ----------- SmarterKids.com, Inc. 4,500,000 SHARES/1/ COMMON STOCK UNDERWRITING AGREEMENT ---------------------- _____________, 1999 HAMBRECHT & QUIST LLC U.S. BANCORP PIPER JAFFRAY INC. E*OFFERING CORP. c/o Hambrecht & Quist LLC One Bush Street San Francisco, CA 94104 Ladies and Gentlemen: Smarterkids.com, Inc., a Delaware corporation (herein called the Company), proposes to issue and sell 4,500,000 shares of its authorized but unissued Common Stock, $0.01 par value (herein called the Common Stock), (said 4,500,000 shares of Common Stock being herein called the Underwritten Stock). The Company and the stock

Smarterkids Com Inc – Business Agreement (November 17th, 1999)

EXHIBIT 10.12 ------------- SmarterKids.com(TM) NCS and SmarterKids.com Business Agreement Version 1.0 March 9, 1999 Overview 1.1 NCS: National Computer Systems, a global information services company providing software, services and systems for the collection, management and interpretation of data. NCS http://www.ncs.com serves important segments of the education, ------------------ testing, assessment and complex data management markets. NCS is the world's largest commercial processor of educational measurement instruments, processing and scoring over 30 million student assessment tests. Additionally, Nati

Smarterkids Com Inc – Business Agreement (November 1st, 1999)

EXHIBIT 10.12 ------------- SmarterKids.com(TM) NCS and SmarterKids.com Business Agreement Version 1.0 March 9, 1999 Overview 1.1 NCS: National Computer Systems, a global information services company providing software, services and systems for the collection, management and interpretation of data. NCS http://www.ncs.com serves important segments of the education, ------------------ testing, assessment and complex data management markets. NCS is the world's largest commercial processor of educational measurement instruments, processing and scoring over 30 million student assessment tests. Additionally, Nati

Smarterkids Com Inc – 1999 EMPLOYEE STOCK PURCHASE PLAN (October 19th, 1999)

EXHIBIT 10.4 ------------ SMARTERKIDS.COM 1999 EMPLOYEE STOCK PURCHASE PLAN Article 1 - Purpose. ------------------- This 1999 Employee Stock Purchase Plan (the "Plan") is intended to encourage stock ownership by all eligible employees of SmarterKids.com, a Delaware corporation, (the "Company"), and its participating subsidiaries (as defined in Article 17) so that they may share in the growth of the Company by acquiring or increasing their proprietary interest in the Company. The Plan is designed to encourage eligible employees to remain in the employ of the Company and its participating subsidiaries. The Plan is intended to constitute an "employee stock purchase plan" within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the "Code"). Article 2 - Admi

Smarterkids Com Inc – 1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (October 19th, 1999)

EXHIBIT 10.3 ------------ SMARTERKIDS.COM, INC. 1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN 1. Purpose. This Non-Qualified Stock Option Plan, to be known as the 1999 ------- Non-Employee Director Stock Option Plan (hereinafter, this "Plan") is intended to promote the interests of SmarterKids.com, Inc. (hereinafter, the "Company") by providing an inducement to obtain and retain the services of qualified persons who are not employees or officers of the Company to serve as members of its Board of Directors (the "Board"). 2. Available Shares. The total number of shares of Common Stock, par value ---------------- $.01 per share, of the Company (the "Common Stock") for which options may be granted under this Plan shall not exceed 200,000 shares, subject to adjustment in accordance

Smarterkids Com Inc – STANDARD FORM COMMERCIAL LEASE (October 19th, 1999)

EXHIBIT 10.7 ------------ STANDARD FORM COMMERCIAL LEASE Member Greater Boston Real Estate Board 1. PARTIES LESSOR, which expression shall include McFarland FLP heirs, (fill in) successors, and assigns where the context so admits, does hereby lease to 2. PREMISES LESSEE, which expression shall include Virtual Knowledge, (fill in and Inc. successors, executors, administrators, and assigns include, if where the context so admits, and the LESSEE hereby leases applicable, the following described premises: suite number, floor number, 7,715 rentable square feet on the top floor of 200 and square feet) Highland Avenue, Needham, Massachusetts together with the right to use in c

Smarterkids Com Inc – Agreement for Product Distribution Services (October 19th, 1999)

EXHIBIT 10.8 ------------ Agreement for Product Distribution Services THIS AGREEMENT (this "Agreement") is made between SmarterKids.com, Inc. ("SmarterKids"), a Delaware corporation with a place of business at 200 Highland Avenue, Needham, MA 02494, and J.L. Hammett Company ("Hammett"), a Massachusetts corporation with a place of business at P.O. Box 859057, One Hammett Place, Braintree, MA 02185-9057. This Agreement supersedes in its entirety the Contract for Services and Term Sheet executed by SmarterKids and Hammett on September 29, 1998. Background SmarterKids wishes to purchase certain educational product distribution, logistics, warehouse storage, inventory management, and other order fulfillment services in support of the retail operations at its SmarterKids.com web site. Hammett w

Smarterkids Com Inc – 1999 STOCK OPTION AND INCENTIVE PLAN (October 19th, 1999)

EXHIBIT 10.2 ------------ SMARTERKIDS.COM, INC. 1999 STOCK OPTION AND INCENTIVE PLAN ------------------------------------ 1. Purpose and Eligibility ----------------------- The purpose of this 1999 Stock Option and Incentive Plan (the "Plan") of ---- SmarterKids.com, Inc. (the "Company") is to provide stock options and other ------- equity interests in the Company (each an "Award") to employees, officers, ----- directors, consultants and advisors of the Company and its Subsidiaries, all of whom are eligible to receive Awards under the Plan. Any person to whom an Award has been granted under the Plan is called a "Participant". Add

Smarterkids Com Inc – CERTIFICATE OF INCORPORATION (October 19th, 1999)

EXHIBIT 3.1 ----------- AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIRTUAL ENTERTAINMENT, INC. * * * * * * We, the undersigned, the President and Secretary, respectively, of Virtual Entertainment, Inc. (the "Corporation"), hereby certify: 1. The name of the Corporation is Virtual Entertainment, Inc. 2. The Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on March 28, 1994. 3. The Certificate of Incorporation of the Corporation is hereby amended by amending Articles 1 through 10 as set forth in the Restated Certificate of Incorporation hereinafter provided for. 4. The provisions of the Certificate of Incorporation, as here

Smarterkids Com Inc – OFFICE LEASE (October 19th, 1999)

EXHIBIT 10.11 ------------- R-09/09/99 FINAL OFFICE LEASE OF PREMISES AT 15-19 CRAWFORD STREET, NEEDHAM, MASSACHUSETTS FROM BHX, LLC, AS TRUSTEE OF CRAWFORD REALTY TRUST TO SMARTERKIDS.COM, INC., A DELAWARE CORPORATION TABLE OF CONTENTS ----------------- Page

Smarterkids Com Inc – CERTIFICATE OF INCORPORATION (September 9th, 1999)

EXHIBIT 3.2 ----------- SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SMARTERKIDS.COM, INC. ________________________________________________ Pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware ________________________________________________ SmarterKids.com, Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is SmarterKids.com, Inc. The Corporation was originally incorporated under the name Virtual Entertainment, Inc. The original certificate of incorporation of the C

Smarterkids Com Inc – 1999 STOCK OPTION AND INCENTIVE PLAN (September 9th, 1999)

EXHIBIT 10.2 ------------ SMARTERKIDS.COM, INC. 1999 STOCK OPTION AND INCENTIVE PLAN ------------------------------------ 1. Purpose and Eligibility ----------------------- The purpose of this 1999 Stock Option and Incentive Plan (the "Plan") of ---- SmarterKids.com, Inc. (the "Company") is to provide stock options and other ------- equity interests in the Company (each an "Award") to employees, officers, ----- directors, consultants and advisors of the Company and its Subsidiaries, all of whom are eligible to receive Awards under the Plan. Any person to whom an Award has been granted under the Plan is called a "Participant". Add

Smarterkids Com Inc – 1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (September 9th, 1999)

EXHIBIT 10.3 ------------ SMARTERKIDS.COM, INC. 1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN 1. Purpose. This Non-Qualified Stock Option Plan, to be known as the 1999 ------- Non-Employee Director Stock Option Plan (hereinafter, this "Plan") is intended to promote the interests of SmarterKids.com, Inc. (hereinafter, the "Company") by providing an inducement to obtain and retain the services of qualified persons who are not employees or officers of the Company to serve as members of its Board of Directors (the "Board"). 2. Available Shares. The total number of shares of Common Stock, par value ---------------- $.01 per share, of the Company (the "Common Stock") for which options may be granted under this Plan shall not exceed 200,000 shares, subject to adjustment in accordance

Smarterkids Com Inc – CERTIFICATE OF INCORPORATION (September 9th, 1999)

EXHIBIT 3.3 ----------- CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SMARTERKIDS.COM, INC. SmarterKids.com, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: FIRST: That the Board of Directors of the Corporation, by unanimous written consent, duly adopted resolutions setting forth a proposed amendment to the Corporation's Second Amended and Restated Certificate of Incorporation, declaring said amendment to be advisable and directing consideration thereof by the stockholders of the Corporation.

Smarterkids Com Inc – 1995 STOCK PLAN, AS AMENDED (September 9th, 1999)

EXHIBIT 10.1 ------------ SMARTERKIDS.COM, INC. (FORMERLY, VIRTUAL ENTERTAINMENT, INC. AND VIRTUAL KNOWLEDGE, INC.) 1995 STOCK PLAN, AS AMENDED --------------------------- 1. PURPOSE. The purpose of the SMARTERKIDS.COM, INC. 1995 Stock Plan (the ------- "Plan") is to encourage key employees of SMARTERKIDS.COM, INC. (the "Company") and of any present or future parent or subsidiary of the Company (collectively, "Related Corporations") and other individuals who render services to the Company or a Related Corporation, by providing opportunities to participate in the ownership of the Company and its future growth through (a) the grant of options which qualify as "incentive stock options" ("ISOs") under Section 422(b) of the Internal Revenue Code of

Smarterkids Com Inc – AMENDED & RESTATED STOCKHOLDERS' VOTING AGREEMENT (September 9th, 1999)

Exhibit 10.6 ------------ SmarterKids.com, Inc. AMENDED & RESTATED STOCKHOLDERS' VOTING AGREEMENT ------------------------------------------------- This Agreement dated as of July 12, 1999, which amends and restates in its entirety that certain Stockholders' Voting Agreement dated as of November 6, 1998, is entered into by and among the persons and entities listed on Exhibit A --------- hereto (individually, a "Purchaser" and collectively, the "Purchasers"), those persons and entities listed on Exhibit B hereto who have executed counterpart --------- signature pages to this Agreement (collectively, the "Existing Preferred Holders"), David Blohm, Al Noyes, Jeffrey Pucci and Richard Via