Discover the Value and Convenience of an online bookstore designed for your school.

Fast, Friendly, Reliable Discover the Value and Convenience of an online bookstore designed for your school. Presented By: Sales Rep - Javier Jurado javier@escobooks.com P.O. Box 7130, Tempe, Arizona 85281 888.494.4501 - office Office 888-228-6292 Fax 480-966-3078 www.escobookstore.com

a Division of Educational Sales Co. Dear Administrator, Thank you for taking the time to consider for any and all of your bookstore needs. Every year, more and more private schools are discovering the advantages of moving their school bookstores to. Why make this move? Many benefits await you! No more long bookstore lines; very convenient for families No more inventory to pay for and manage; it eliminates overhead. You have a partner to help your school with its transition into the digital age has an established history of serving private schools across the country. We understand the ins and outs of the educational book industry. Here s why you can trust us to offer the highest level of service to your school, students, and parents: No startup fees Orders shipped within one business day of being placed Easy returns and on-campus book buyback Competitive pricing on new and used books Custom website built just for your school print service: we can print your course packets, lab manuals, etc. We take pride in catering to the individual needs of private schools, and your satisfaction is guaranteed. Simply let us know what you want and we will work to make it happen. Thank you for your consideration. We are excited to begin working with you. Sincerely, Javier Jurado javier@escobooks.com 800.494.4501 - office 206.203.4328 - fax

ABOUT US Educational Sales Co. () was founded in 1993 in Tempe, AZ. From the beginning, was committed to the private high school market, acting as the textbook supplier for campus bookstores in private schools. Over the years, has served thousands of schools and parishes across the United States, supplying everything from textbooks and paperbacks to religious education products and reference books. In response to growing demand, the company launched the an Internet-based bookstore tailored for individual schools. We give each school its own website for students to order their books online. We ship directly to their homes and give the school a portion of the earnings generated by the website. The Future of Private School Bookstores Is Here! More and more private schools are now enjoying the benefits of moving their book sales from the campus to the Internet. With the, we build a website for your school, sell the books directly to the students or parents, and pay a commission to your school. This arrangement has proven to be a popular choice for schools for several reasons: Students and Parents have the convenience of 24/7 Internet ordering Huge reduction in inventory costs for the school School still receives income from the book sales without the overhead We can customize your online bookstore to meet your needs. CALL TODAY: 888.228.6292

THE ADVANTAGE What Sets Us Apart isn t the only company selling books on the Internet, but we do offer some distinct advantages that set us apart from others. Here s what we do differently: Personal Service Our friendly and knowledgeable customer service staff is located on-site so they can handle any customer needs effectively and personally. Speedy Shipping Our Tempe, AZ warehouse provides 1-2 day shipping throughout the Southwest, and 3-day Priority Mail shipping to the rest of the country. All orders placed by 2 p.m. are shipped the same day. Used Book Savings We have a large inventory of used books, graded by quality so customers can choose how much they want to save. Customers can sell their books back to us at the end of the year, getting credit for up to 50% of retail value. Competitive Edge: A Reliable Second Source With Low Prices If your school is locked in a contract with a different book distributor, or if you just want to try our services, we can set up an alternate website for your school bookstore: How It Works sets up a website for your school using the books we already stock Your is simply a second source for students to buy their books Advantages For Your Students Competitive Prices on new and used books Same-day shipping and fast delivery Great customer service Advantages For Your School Commission from every order Personal account manager at your disposal Customized website There s nothing to lose by trying us out! CALL TODAY: 888.228.6292

OVERVIEW Timeline: An Overview of the Process Here is a brief overview of the online bookstore operation, along with general dates. Please note that these dates are estimates and may be adjusted somewhat according to your school s needs. School gives booklist to May 1 We use your list of books and courses on your online bookstore website Timely delivery of booklist enables smooth operation of the whole process Book buyback Last day of school We buy back students used books Books inspected and graded at our warehouse Seniors receive payment via check Returning students receive payment via online bookstore credit Books cleaned and rebound as necessary for resale on the website Online bookstore opens We build your customized website with your classes and books You review the site for approval before it opens Administrative login lets you monitor order information Website secured with password protection and encryption Mid-July Your school s Students/parents order & receive books Summer/School Year Customers create account and login to website Used books and discounts clearly noted on the site Payment via debit/credit card or mail Orders placed in the morning normally ship the same day Books received within 1-3 business days, depending on location Refunds available for 90 days; may be returned as buybacks after that Most orders placed in summer; website open entire school year EDUCATIONAL SALES CO. sends commission checks to school October 1 School paid annually according to contract rate Up to 10% commission paid on all sales Commission based on buybacks sold to us, and purchases on the website $$$

PERSONAL SERVICE For Your School: A Dedicated Account Representative When you deal with, you will be given a single point of contact, keeping communication efficient and effective. Your personal account representative will help you with any of your needs or questions which may arise, including: Booklist confirmation Class changes Dealing with any questions from parents This was our transition year to the families buying books. Overall, our feedback from families has been very good. They are happy with the level of service. Administrator, Phoenix Christian Unified Schools, Phoenix, AZ For Your Students And Parents: Prompt, Accessible Service We offer several different ways for students and parents to reach us. Our customer service staff is friendly, knowledgeable and easy to reach: Online help requests may be submitted at any time Live chat available through website Toll-free phone service Located on-site to personally handle any issues Just wanted to say that all of my questions were answered quickly and professionally, thanks for the help! Your customer service people are great! Parent, Salpointe Catholic High School, Tucson, AZ Your Website: Tailored To Your School Unique web address with your school name Your classes, your books, your logo, your school colors Customized with your additional requirements as needed No need for students/parents to find your school in a list the entire site is set up just for your school Thanks for making this process easy and fast. Another Satisfied Parent

BOOK BUYBACKS Money Back For Your Students Up to 50% Retail Value At the end of the school year, will buy back any textbooks which are still active titles. We will pay up to 50% of the retail price for books sold back to us in re-saleable condition. Commission For Your School As a way of saying thanks to your school for participating in our buyback, will pay your school a 5% commission on all books which your students sell back to us. offers a wide variety of buyback options: On Campus Students turn in their books after finals Books are boxed on site and picked up by May be staffed by student clubs as a fundraiser Online Customer fills out the books they are selling back on the website Customer ships books to (prepaid shipping label may be printed for convenience) Drop Off Students drop books off at campus location comes to box the books and pick them up at a later date Two Payment Options Online bookstore credit Check has done a tremendous job over the years. I would recommend your company highly. Keep it up. Bookstore manager, La Salle High School, Pasadena, CA

ONLINE BOOKSTORE BUY BACK FORM ALL RETURNING STUDENTS: Credit will be applied to book purchases on the online bookstore. Please fill in the appropriate boxes for proper credit. You must fill in quantity and title to receive credit on buy back. Credit amount will be posted online (use Certificate # below). Total # books: X Student /Parent signature SENIORS ONLY CHECKS PAYABLE TO: PARENT S NAME: Checks to arrive in 2 weeks from Buy Back date. DESCRIPTION OF CRITERIA FOR BOOK QUALITY: A, B, or C Quality only for purchase consideration. A. Clean with cover intact. No writing on edges. Minimal highlighting (5-10 pages max.). Workbooks ok with no writing inside. Paperbacks must be in mint condition for A quality with no writing inside and covers intact. B. Up to 2 corners exposed cardboard on cover (Cover intact). Bent corners ok. No writing on edges. Highlighting ok. C. Up to 4 corners exposed cardboard on cover (Cover intact). Slight water damage ok (pages rippled only, no pages stuck together). Writing on edges and highlighting ok. NO VALUE. Any Book with pages missing will have no value (all pages must be intact for value). A book with pages stuck together from water damage has no value (pages may be rippled, but not stuck together to have value). All book covers must be intact to have value. If a book cover is falling off or missing, the book has no value. Any book with obscenities will have no value. * PLEASE NOTE: If book does not meet suggested criteria or is discontinued, student will receive no credit and book will NOT be returned. Price subject to quality verification. reserves the right to refuse any book; student can view all buyback credit and return information online. Buyback Instructions ON-CAMPUS BUYBACK: June 3rd from 10:00am - 2:00pm Sell your textbooks back at the end of the year All students will be eligible to sell their used textbooks back to at the end of this school year. The books must still be in use by the school for next school year, and the books must be in re-saleable condition. You will receive credit or a check. Save your textbooks and sell them back! 4 EASY STEPS: 1 Check buyback list at Your High School Name. FILL OUT THIS PAGE AND SEND TO WITH YOUR BOOKS 2 3 Fill out the buyback form completely, or bring your printed quote. Put your books into a plastic bag. SCHOOL ATTENDING NAME STREET ADDRESS CITY/STATE/ZIP EMAIL PHONE# STUDENT ID# (If Applicable) QUANTITY TITLE CERTIFICATE # certificate # 4 Give the bag of books to an representative. If you miss the buyback day, you can go online to yourhighschoolbooks.com and fill out the online buyback form. Print out a pre-paid USPS shipping label to ship your books from home. WHAT WILL I GET FOR MY BOOKS? will pay you via check or online bookstore credit. For NEW customers: representatives will evaluate the books at their company Book headquarters in Tempe, giving up to 50% of the retail value for that book. For RETURNING customers: will pay up to 50% of the price that the customer paid if the book was purchased from and is in resalable condition. Books that are returned that have not been purchased from will receive up to 20% of value. DON T FORGET KEEP YOUR CERTIFICATE # FOR PURCHASES

USED BOOK SAVINGS Large Used Book Inventory Helps Offset Rising Cost Of Textbooks There s no getting around it: Textbooks are expensive, and as new editions and new titles are released, they get more expensive every year. At, we place a high priority on keeping used books in circulation. Used books offer savings up to 60% off the new price Ample supply of used inventory for most textbooks Books are graded according to quality, for greater customer choice We rebind worn-out books to extend their life Used books are a fundamental part of our business, not just an add-on By The Numbers: Textbook Costs New Textbook Prices: Higher Every Year According to a Government Study, textbook prices increase an average of 6% each year across the United States. Prices: Lower Due To Used Book Savings significantly increased inventory of used books in 2008, allowing our average price per sold book to drop 6% from 2007 rates. Source: 2005 Federal Government Accountability Office report Source: Sales Data, 2007-2008 Compare Pricing: vs. Others Here is a comparison of textbook pricing vs. the prices of other book distributors. s variablegrade used book pricing helps to keep prices down for our customers. If you would like us to send you our pricing information for your school s specific title list, please call us at 888-228-6292. ISBN Title Other New New Other Used Used-A Used-B Used-C 9780395977255 Algebra, Structure and Method Book 2 93.50 84.93 70.13 67.94 59.45 50.96 9780395722855 Geometry : Explorations and Applications 97.50 87.89 73.13 70.32 61.53 52.74 9780395937785 Algebra II: Applications, Equations, and Graphs 93.75 85.04 70.31 68.04 59.53 51.03 9780716747734 Practice of Statistics 113.50 89.25 85.13 71.40 62.48 53.55 9780618528448 Chemistry 7th Ed 199.75 163.36 149.81 130.69 114.35 98.02 9780132013499 Prentice Hall Biology 95.99 95.99 71.99 76.79 67.19 57.59 9780131846616 Physics: Principles and Applications 145.95 134.94 109.46 107.95 94.46 80.96 9780073258386 Marine Biology 6th Ed 132.00 125.50 99.00 100.40 87.85 75.30 9780618299829 American Government: AP Edition 140.75 109.02 105.56 87.22 76.32 65.41 9780618103492 American Pageant: A History of the Republic 149.75 113.20 112.31 90.56 79.24 67.92 9780028221489 United States Government: Democracy in Action 99.50 93.71 74.63 74.97 65.60 56.22 Source: In-House Competitive Pricing Survey, 2008

REFERENCES Service Here are some of the schools using our online bookstore service. To find out what can do for you, give us a call at 888-228-6292 Phoenix Christian Schools, AZ (Coed, PreK-12th grade, Christian, 680 students) Contact: Jan Wolfe, (602) 265-4707 Salpointe Catholic High School, AZ (Coed, 9-12th grade, Catholic, 1350 students) Contact: Greg Aiken, (520) 327-6581 Bellarmine Jefferson High School, CA (Coed, 9 12th grade, Catholic, 350 students) Contact: Carol VanDyke, (818) 972-1400 Bishop Amat High School, CA (Coed, 9 12th grade, Catholic, 1520 students) Contact: Richard Beck, (626) 962-2495 Bishop Montgomery High School, CA (Coed, 9-12th grade, Catholic, 1400 students) Contact: Yvette Vigon (310) 540-2021 Cantwell Sacred Heart of Mary High School, CA (Coed, 9-12th grade, Catholic, 650 students) Contact: Grace Mercuri, (323) 887-2066 Christian Brothers High School, CA (Coed, 9-12th grade, Christian, 1100 students) Contact: Ray Burnell, (916) 733-3674 Hillcrest Christian School, CA (Coed, K-12th grade, Christian, 520 students) Contact: Everett Henry, (818) 368-7071 La Salle High School, CA (Coed, 9-12th grade, Catholic, 740 students) Contact: Gloria Elio, (626) 351-8951 Lutheran High School of Orange County, CA (Coed, 9-12th grade, Campus and Online School, 1200 students) Campus School - Amy Bramson, (714) 998-5151 Palma High School, CA (Coed, 9-12th grade, Catholic, 650 students) Contact: David Sullivan (831) 422-6391 St. John Bosco High School, CA (All Boys, 9-12th grade, Catholic, 1200 students) Contact: Walt Wippler, (562) 920-1734 St. Monica Catholic High School, CA (Coed, 9-12th grade, Catholic, 600 students) Contact: Rick Billups, (310)394-3701 The Thacher School, CA (Boys, 9-12th grade, Boarding School, 300 students) Contact: Cindy Kosinski (805) 640-3201 Bishop Gorman High School, NV (Coed,9-12th grade, Catholic, 1300 students) Contact: Domingo Rivera (702) 476-4022 Lucas Christian Academy, TX (Coed, 1-12th grade, Christian, 300 students) Contact: Heather Bouska (972) 429-4362 Walsingham Academy, VA (Coed, 8-12th grade, Catholic, 300 students) Contact: Carolyn Friedhaber, (757) 259-4673 CALL TODAY: 888.228.6292 P.O. P.O. Box Box 7130, Tempe, Arizona 85281 Office 888-228-6292 Fax Fax 480-966-3078 www.escobookstore.com

Attention Students! Your School has teamed with SPEEDY SHIPPING : 1-3 DAYS! EDU C EDU C off Re IONAL SAL AT IONAL SAL AT CO. ES Fast, Friendly, Reliable! 60% CO. ES up to IONAL SAL AT CO. ES BENEFITS: Same day shipping (some restrictions may apply) No Sales Tax outside of AZ Big savings on used books: up to 60% off Website convenience: 2 step order process Book Buyback Program EDU C for your! Religious Education Books PreK-12 Literature & Reference Satisfaction Guaranteed tail Friendly customer service reps are here to help you with your book needs. No more waiting in line! Books are delivered right to your doorstep. 1 Day 2 Days 2-3 Days HERE S HOW IT WORKS: 1 Your school s online bookstore opens in the summer. 2 Order early for the best selection of books. 3 Sell your books back to at the end of the year. L EDUCATIONA SALES CO.

Ordering Instructions Before you begin... You will need your class schedule or booklist from the school. If you have any questions about the ordering process, please click the Help Desk icon on the website, or call 888-228-6292. 1 2 In your web browser, go to your online bookstore website. Orders may be placed after 12:01am on the opening date of your online bookstore. On your first visit, enter your registration information Click on the text Register to enter the registration screen. Remember the username and password you choose you will use them to log in to the site on later visits. 3 4 5 Select your courses from the Book List After you have registered/logged in, click on the Book List tab near the top of the page. This will take you to a list of courses or book categories. Click the name of each department, subject or grade to display the courses or book categories, and click on each row that applies to you to display the books. Select the books you want When you click on your courses or book categories, you will see a list of required books. If there are used books available, you will see the used copies available at lower prices. Check the check boxes next to the books you want to purchase, and then click on the button at the bottom of the screen reading Add Books To Your Cart. Review your order After adding books to your cart, you can review your order and modify or delete quantities in the shopping cart screen. You can view this screen at any time by clicking on the shopping cart icon on the top of the screen. If you need to add other books, return to the Book List. When everything you need is in your cart, scroll down the screen to continue with checkout. Check out 6 As you scroll down the screen, complete the following sections: Enter your Shipping address (Shipping must be a physical address UPS will not ship to P.O. boxes) Choose your shipping method Choose your payment method (Visa/Mastercard or payment by mail) IMPORTANT: Be sure to proceed through all the steps until your order has been submitted. You will know you are done when you get to a receipt screen with your order number, which will begin with a 3-letter code. If you entered an email address, you will also receive a receipt via email.

Back to School Special! CALCULATE THE SAVINGS Discounts on Texas Instruments Graphing Calculators To Order: Call Educational Sales Co. 888.228.6292 escobookstore.com escobooks.com TI-84 Plus Silver Edition 1.5MB ROM Memory USB Cable included SAT/ACT prep questions preloaded Removable faceplate Organizer Preloaded Allowed on SAT,AP, ACT exams Compatible with TI-83+ Retail Price $149.95 Price $99.95 SAVE 36% OFF TI-84 Plus 480K ROM Memory Allowed on SAT, AP Allowed on ACT Compatible with TI-83+ Retail Price $129.95 Price $89.95 SAVE 30% OFF TI-83 Plus 160K ROM Memory Allowed on SAT, AP Allowed on ACT Retail Price $109.95 Price $79.95 SAVE 27% OFF All calculators like-new, repackaged with accessories.

Discover the Value and Convenience of an online bookstore designed for your school. Students order their books online, not in line Students and parents visit a website built for your school, with your classes, your books and even your school logo. The website is designed and maintained by. Your school receives a portion of the revenue. Well-stocked warehouse has purchasing agreements in place with all the leading educational publishers. We keep thousands of titles in inventory (new and used) so you don t have to. Speedy shipping Orders are shipped out within hours of being placed. Most customers receive their books within 1-2 business days. Live customer service provides toll-free phone support and online support for all customers. Our customer service is based in our Tempe, AZ office. No outsourcing here! Used-book value sells new books at a discount, and customers can save even more by purchasing our used books. Students can sell their books back to us whenever they want. Call us today to learn more about the 888.228.6292 escobookstore.com

Online Buying and Selling FAQ s *Frequently Asked Questions* a Division of Educational Sales Co. BUYING QUESTIONS (ORDERING BOOKS ONLINE) Where will I buy my textbooks? The ONLY guaranteed source to purchase your textbooks is yourschoolbooks.com, which is open 24 hours a day starting at 12:01am June 16th. How will I know what books to buy? will display the books and school supplies you need for a particular class online. Review these lists carefully, some of these titles you might have from older siblings. How long will it take to get my books? Generally, 2 3 business days. If your order has not arrived during this time please feel free to contact, unless the book was indicated as backordered. Please allow up to 10 business days for to fill backordered items (unless there are publisher restrictions). What if a particular book is out of stock? does not anticipate any backorders. In the case that a book is backordered, the book will ship to your home within 10 business days at s expense. A list of backordered book will be available online for students to view prior to order their books. If, however, a title is unavailable for an entire class due to a publisher shortage after school begins, then the book will be shipped directly to the school for distribution. How will I get my books? will ship your order directly to your home address via UPS or USPS (no P.O. boxes). What if I have a problem? Go online and click on Help Desk, or call Customer Support from 9am 5pm m-f MST at 888-228-6292. You will receive your response within 24hrs from the time of inquiry, with the exception of weekends. How do I get started? After receiving your schedule and making any schedule changes, go online to yourschoolbooks.com and follow the instructions. You will need: 1. Class Schedule 2. Credit Card (if applicable) 3. Address Information. 4. Certificate # s What if I don t have access to a computer? Call Customer Support from 9am 5pm m-f MST at 888-228-6292. is here to serve you to get your books in the most convenient way. What methods of payment will accept? will provide a secure website for you to use MasterCard & Visa credit cards (your card will be charged in the name of Educational Sales Company). Y ou may also use E-Checks, Cashiers checks, personal checks, or money orders (order will be shipped upon receipt of funds and check clearings). What if my order is incomplete when it arrives? Check the packing slip. If nothing has been marked backorder, contact immediately by logging into your account and send a message through the help desk. Backordered items will follow shortly after receiving the shipment. What if I have a SCHOOL INITIATED schedule change? The student is not responsible for shipping charges. If the student would like a reimbursement for the cost of the return, the student must present a request to the school to be sign and returned to. The school account will be charged for the shipping expense, ONLY if the student submits a request. The Schedule Change reimbursement forms are available online in the help section. What is s return policy? Please go online and enter into your account. Click the "returns" link on the left side. Follow the directions for the returns form. 100% Refund: 30 days after school starts or 30 days from the day that you order, if books are returned in the same condition. 80% Refund: 30-60 days after school starts. 60% Refund: 60-90 days after school starts. 40% Refund: Any returns after 90days from the day school starts.

Online Buying and Selling FAQ s *Frequently Asked Questions* BUYBACK QUESTIONS (SELLING BOOKS BACK) Where will the Buyback be? All buybacks will take place at Your High School Name, or at yourschoolbooks.com for late buybacks. a Division of Educational Sales Co. When will the buyback take place? On a designated day set by Your High School Name, or Online 24hrs/day. What if I miss the buyback days? Go online to yourschoolbooks.com, click on returns at the left hand side of the screen, and complete the online buyback form, print and send back to. What do I need to fill out? 1. Completely fill out the forms in order to speed of the processing time. ONLY 1 student per form. NEW STUDENTS: will have buyback forms on the buyback days. RETURNING STUDENTS: will mail you a quote form with your buyback values. 2. Place your books in the plastic bag provided by on the day of the buyback. 3. Take the bag of books and the completed form to the representative on the buyback days. will enclose 1 copy in the bag and 1 copy is kept for your records. DO NOT LOSE YOUR CERTIFICATE NUMBER!!! How will I know what are being bought back? A complete buyback list & prices and a discontinued list will be available for viewing at yourschoolbooks.com. Discontinued Books, Workbooks, and Paperbacks, are never bought back. Can I sell discontinued books back? No, discontinued books are of no value and you will receive no credit. If you would like to donate your discontinued books, we will take them off your hands and find a school that needs them. What if a book is not discontinued, but still receives no credit? If a book is not discontinued, but you receive no credit for your book, the quality was below value standard. Take care of your textbooks to receive the most credit. Used workbooks receive no credit. How much credit will I get for my book? NEW STUDENTS: representatives will evaluate the books at their company headquarters in Tempe, giving 40% - 50% of the appropriate grade for that book (see next question for quality details). RETURNING STUDENTS: All students will receive an email prior to the buyback day with a list of books that were purchased the previous year. will pay 40% - 50% of the price that the customer paid if the book was purchased from and is in resalable condition. Books that are returned that have not been purchased from will receive 25% of the NEW price of the book. Two Options for Buybacks: 1. No waiting FastTrac: Students will fill out the buyback form, place books in bag, and drop them off. Books will be evaluated at company headquarters in Tempe. Returning customers will receive their quoted price. 2. Year Round Mail: Print a prepaid USPS Media Mail label from your online bookstore website, check off the books to be return and print out the packing list. Send everything to when convenient for the student. Shipping charges will be deducted from payment. How will the books be evaluated? The return policy is printed on the top of the buyback form. A Quality: Generally 1 2 years of use. Clean with cover intact. No writing on edges. Minimal highlighting. No Workbooks are accepted. Only A quality paperbacks accepted. Paperbacks must be in mint condition with no writing inside and covers intact. B Quality: Generally 2 3 years of use. Bent corners ok. Minimal cardboard exposed. No writing on edges. Highlighting ok. No B Quality paperbacks accepted. No Workbooks are accepted. C Quality: Generally 3 4 years of use. All 8 corners exposed cardboard on cover (Cover intact). Writing on edges and highlighting ok. No C Quality paperbacks accepted. No Workbooks are accepted. NO VALUE. D quality textbooks. Any Book with pages missing or torn, pages stuck together or has water damage, cover is falling off or missing, obscenities or excessive graffiti, or B or C Quality Paperbacks.

a Division of Educational Sales Co. TERMS OF AGREEMENT for YOUR SCHOOL NAME ONLINE BOOKSTORE From EDUCATIONAL SALES COMPANY THE ADVANTAGE: Same day shipping for orders placed by 2pm. Orders usually arrive within 2-3 business days (if placed by 2pm). Have supplied new and used books to customers for over 15 years. Online Service: Exclusive website (Yourschoolbooks.com). 24/7 online shopping cart with live inventory update and availability of New & Used quality textbooks. Live representative from during business hours. No 3rd party customer service companies (internationally or domestically) No Long Term Contracts Available Top dollar Compensation to school paid out annually. Exclusive Account Manager for all of your school s needs; with a live, friendly voice. Administrative Account to access all student information: search student and scholarship funds. Top dollar paid for used A/B/C quality textbooks. will supply all books for every student. Convenient payment options (Visa, MasterCard, check, or money order). Low shipping costs. Competitive prices for all new and used textbooks. Surplus inventory available at wholesale prices to your school account directly. 100% guaranteed satisfaction: Hassle free replacement or credit for the purchase. ADDITIONAL SERVICES: (optional) print service: We provide custom printing of additional materials such as teachers packets Ebook Distribution: provides ebooks when available and preinstalled devices upon request. Study Aids: provides at home study tools for parents and students. Textbook Rebinding: Provides an additional 3-4 years of use to otherwise low value books. TI Calculator Supplier: is authorized to sell Like-New TI calculators up to 40% off. School Spirit Wear: Clothing & other spirit articles. YOUR SCHOOL COMPENSATION: 5% commission of gross sales. (or competitive matching) 5% commission based on buybacks purchased by in June (or competitive matching) Gross sales = Total receipts minus shipping & handling and refunds. Compensation will be paid Oct. 1st. ADDITIONAL INCENTIVES: $1000 sign-on bonus for school needs or scholarships (or competitive matching) 15% off all orders, ordered by the school, shipping to the school. No Sales Tax (outside of AZ) FREE Shipping for the 1st 2 weeks on first orders. SALES PRICE: RETAIL= New book price determined by publisher list price. USED = A titles, 80% of New. B titles, 70% of New. C titles, 60% of New. RENTAL = 45% - 50% of New

AGREES TO: a Division of Educational Sales Co. Enter into a agreement with YOUR SCHOOL NAME to provide an exclusive online retail source for students to purchase their textbooks. will provide a convenient buyback service for students to sell back unwanted textbooks. will set up an exclusive website for YOUR SCHOOL NAME, where students may feel more comfortable. The website address: Yourschoolbooks.com. Orders can be placed online 24 hours per day, and will be shipped on the day requested. Real Time inventory updates with new and used qualities along with the price. Title information and course number, as provided by YOUR SCHOOL NAME. Customer service available via email, live chat, and telephone, staffed by employees. Live telephone support will be available during business hours, as well as the option for students to place their orders via phone. Toll Free calls at 888-228-6292. PERSONALIZED SERVICE: will provide a personal customer service representative to serve YOUR SCHOOL NAME needs. Toll Free calls at 888-228-6292. will assign an Account Manager to work directly with the school administration for all school administration needs. ADMINISTRATIVE ACCESS: The school may assign any number of administrators to have access private information on the site. Administrators may view sales reports, individual student orders, sales by title, accrued commission to date, and total orders. Administrators can edit and view the upcoming book lists online prior to the last day of school. YOUR SCHOOL NAME RESPONSIBILITIES: Your School Name will promote as the online bookstore to the student/parents. Your School Name will provide a link on school website to the online bookstore. Complete book list will be submitted to by May 1st each year. Preliminary student enrollment by class submitted by June 1st each year. Adjusted enrollment numbers to be communicated to as adjustments are made. Your School Name is responsible for shipping costs associated with school-initiated schedule changes. TEACHER S EDITIONS: online bookstore managers will assist in the negotiations with the publisher reps in obtaining free material for new adoptions. will combine orders with other schools in order to reach the necessary levels to obtain additional free material. If a publisher is requesting the school participation in the negotiations, will make the necessary arrangements between the two parties. RENTAL PROGRAM: By initialing, YOUR SCHOOL NAME accepts to participate in the rental option of textbooks on the website. Your school name guarantees any unpaid balances at the end of the year. Unpaid balances will be reduced from the sales commission amount. Initial Here BOOK CHANGES: Any book changes made after the designated deadlines may incur penalties to the school. Your School will be responsible for covering the cost of any books bought back from the students, if cannot sell them elsewhere. Your School is responsible for the cost of shipping the books back to the vendor and any restock fees accessed by the vendor. If the book is changed after the bookstore opening, a $17.95 charge per book will be accessed to cover the cost of shipping the correct book to the student, plus the cost of returning the incorrect book back to. Some arrangement with the school may be made to avoid these charges. These fees will be assessed by October 1st of each year.

BUYBACK GUARANTEE SERVICE: a Division of Educational Sales Co. Two Options for Buybacks: 1. ON CAMPUS FastTrac: A club or organization on campus will manage the simple buyback process for an additional incentive. Students will print or fill out the buyback form, place books in bag, and drop them off. Books will be evaluated at company headquarters, in Tempe. Returning customers will receive their quoted price. 2. ONLINE Mail: will provide a prepaid USPS Media Mail label on your online bookstore website. The customer must enter their list of books, then mail the package to. If customer does not use the shipping label between the designated 2 week buyback period, the shipping charges will be deducted from refund amount. For the FIRST YEAR customers, will pay 40% - 50% of the retail Used-A price on titles that are being used by the school the following year. For RETURNING customers, all students will receive an email prior to the buyback day with a list of books that were purchased the previous year. will pay a minimum of 40% of the retail price or up to 50%, for copyright greater than 2009, if the book was purchased from and is in resalable condition. Books that are returned that have not been purchased from will receive up to 20% of the retail price, based upon market demand. reserve the right to refuse any books that were not purchased from the previous year Books also must be used by a school being serviced by. Discontinued books, Paperback novels and other consumable books will receive no value. SHIPPING CHARGES: offers a low maximum rate of $19.95 on first orders, and may increase no more than $1 per year based upon market rates. The $19.95 maximum rate will be charged for all first orders, not including promotions, up to 70lbs. Subsequent orders subject to variable shipping based on weight determined by UPS Zone 4 (minimum shipping charges of $7.95). Backorders will be paid by. The normal shipping time for Ground service is 2-3 business days. Rush orders by 2 pm will be sent the same day. Shipping charges are subject to change based upon the market shipping rates. RETURNS POLICY: Online Return Policy: *All items within 90 days must be returned in the same quality as purchased. 100% Refund: 30 days after school starts or 30 days from the date of the order, whichever is later. 80% Refund: 30-60 days after school starts / order date. 60% Refund: 60-90 days after school starts / order date. 40%: Any returns after 90 days from the day school starts / order date. TIMELINE OVERVIEW: (After Contractual Agreement) Actual dates to be determined Signed contract due by December 1st. Set up website and work on details with YOUR SCHOOL NAME Administration. Book list information complete by May 1st. Student initial estimated enrollment by June 1st per course. Buyback on campus and/or online (subject to school preference). Online bookstore ready for orders as early as June. School commission paid October 1st. USED BOOK SAVINGS: makes every effort to offer as many used books as possible in order to extend savings to the students. may sell compatible books in an effort to aquire more used books. Most major publishers do regular copyright updates without changing any content within the standard text pages. Copyright updates and edition changes are vastly different. Edition updates are not accepted as compatible. Every compatible is carefully evalutated through a 6 step verification: 1. Same Cover Image 2. Same text edition (copyright updates are acceptable) 3. Same pagination 4. Same table of contents 5. Same standard text contents 6. Same chapter test/review questions.

a Division of Educational Sales Co. ONLINE BOOKSTORE AGREEMENT Between EDUCATIONAL SALES CO. INC. and YOUR SCHOOL NAME THE AGREEMENT: Entered into between Educational Sales Co. Inc. (an Arizona Corporation) (hereafter called ) and YOUR SCHOOL NAME with reference to terms and conditions in the attached terms of agreement dated November 1, 2010. RIGHTS: has the right to use the logo of YOUR SCHOOL NAME on the website and other promotional fliers. will set up an exclusive website (Yourschoolbooks.com). TERM: The term of this agreement shall be for 1 year(s) from JUNE 1 2011 through MAY 31 2012. Following the expiration of these terms, this agreement will renew automatically for successive one-year terms. Either party may give written notice of non-renewal of this agreement by MARCH 1 of any successive one-year term. EXCLUSIVITY: will be YOUR SCHOOL NAME s exclusive supplier of new and used books for retail directly online for students. will enter into an agreement with each student to guarantee the buyback of all books purchased from. YOUR SCHOOL NAME S COMPENSATION: For the term of this 1 year agreement, will pay to YOUR SCHOOL NAME the following will be paid on October 1st of each year: 5% commission of the gross sales (or competitive matching) 5% commission for all book buybacks (or competitive matching) $1000 sign on bonus for school needs (or competitive matching) FREE Shipping for the 1st 2 weeks on first orders. AMENDMENTS: (Write in below and initial) AGREED TO AND ACCEPTED: Educational Sales Co. Inc. Signature: Title: President AGREED TO AND ACCEPTED: YOUR SCHOOL NAME Signature: Title: Date: January 1, 2011 Date: Current Student Enrollment: