0001193125-05-168552 Sample Contracts

February 17, 2004 Mr. Eric J. Kuhn President and CEO Varsity Group Inc. Washington, DC 20036 Dear Eric: The purpose of this letter is to confirm the agreement of the parties with respect to the matters set forth herein.
Varsity Group Inc • August 15th, 2005 • Retail-catalog & mail-order houses

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that, effective as of July 1, 2004, this letter agreement (the “2004/2005 Agreement”), together with the agreements listed in Schedule 1 attached hereto and made a part hereof by reference (“Schedule 1”), will collectively represent the entire agreement between Baker & Taylor Fulfillment, Inc. (“B&T Fulfillment”) and Varsity Group, Inc., a/k/a VarsityBooks.com, f/k/a The Textbook Club, Inc. (collectively, “Varsity”) regarding the subject matter hereof. If not previously superseded or terminated by agreement of the parties, all prior agreements between Varsity and Baker & Taylor, Inc. (“B&T”) and/or B&T Fulfillment regarding the subject matter hereof (other than those listed in Schedule 1) shall be deemed superseded by this 2004/2005 Agreement as of July 1, 2004, including but not limited to that certain letter agreement dated June 1, 1999, that certain letter agreement d

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July 15, 2005 Mr. Eric J. Kuhn President and CEO Varsity Group Inc. Washington, DC 20036 Dear Eric:
Varsity Group Inc • August 15th, 2005 • Retail-catalog & mail-order houses

The purpose of this letter is to confirm the agreement of Baker & Taylor Fulfillment, Inc. (“B&T Fulfillment”) and Varsity Group, Inc., a/k/a VarsityBooks.com, f/k/a The Textbook Club, Inc. (collectively, “Varsity”) with respect to the matters set forth herein.

July 15, 2005 Mr. Eric J. Kuhn President and CEO Varsity Group Inc. Washington, DC 20036 Dear Eric:
Varsity Group Inc • August 15th, 2005 • Retail-catalog & mail-order houses

This letter confirms the amendment of the letter agreement dated February 17, 2004 (the “2004/2005 Agreement”) by and between Baker & Taylor Fulfillment, Inc. (“B&T Fulfillment”) and Varsity Group, Inc., a/k/a VarsityBooks.com, f/k/a The Textbook Club, Inc. (“Varsity”). All capitalized terms used but not defined herein shall have the meanings assigned to them in the 2004/2005 Agreement.

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