Sample Business Contracts

Software Reseller Agreement - ADAM Software Inc. and Pearson Professional (Australia) Pty Ltd.

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                          SOFTWARE RESELLER AGREEMENT

         This SOFTWARE RESELLER AGREEMENT ("Agreement") is dated as of December 
13, 1995, and is between A.D.A.M. SOFTWARE, INC., a Georgia corporation 

         For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:

         1.      BACKGROUND.  ADAM is the owner of certain Products (as defined
below) consisting of computer software programs and related documentation.
Reseller desires to obtain the right to distribute such Products, and ADAM
agrees to grant to Reseller such right to distribute the Products in the
Territory (as defined below) as set forth herein.

         2.      DEFINITIONS.  As used in this Agreement, its Exhibits, and any
amendments thereto, the terms herein will have the meaning and definition as
specified below:

                 2.1.  "Confidential Information" means information, other than
Trade Secrets, that is of value to its owner, that is treated by its owner as
confidential, and that is identified by its owner in writing as "Confidential"
at the time of disclosure or within thirty (30) days following disclosure.

                 2.2.  "Copies for Demonstration Purposes"  means copies of the
Products held by Reseller for purposes of demonstration to prospective
End-Users as set forth herein and not for actual production use.

                 2.3.  "Effective Date" means the date on which this Agreement
is executed by both parties through their authorized representatives.

                 2.4.  "End-User" means any end user which obtains a Product or
Products in accordance with an End-User Agreement for the purpose of using same
for internal or educational use only or for use in connection with the
provision of healthcare services, and not for remarketing or distribution of
any kind.

                 2.5.  "End-User Agreement" means a written license agreement
with respect to a Product in favor of an End-User, in the form attached hereto
as EXHIBIT C, which may be revised from time to time in the sole discretion of

                 2.6.  "Intended Markets" means (i) all educational markets,
including K-12, universities, graduate schools, medical schools, allied health
schools, and nursing schools;
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(ii)  physicians, hospitals, clinics or other healthcare providers; or (iii)
pharmaceutical and medical device manufacturers or distributors.

                 2.7.  "License Fee" means the monetary amounts specified in
EXHIBIT A to be paid by Reseller to ADAM for each of the Products ordered by
Reseller as set forth herein.  Such amounts are subject to change as set forth
in Section 5.1 below.

                 2.8.  "Marks" means any trademarks, service marks or
tradenames of ADAM associated with the Products as designated by ADAM.

                 2.9.  "New Products" means any new software program, including
but not limited to derivative works of any Product or Products, in either
object code or source code form, and any related documentation, derivative or
otherwise, co-developed or co-published by the parties pursuant to a separate,
written co-development or co-publishing agreement between the parties.

                 2.10.  "Orders" means written orders of Reseller for Products
identifying each Product ordered, quantities desired, and shipping and
invoicing addresses.  Orders shall be placed by Reseller using the Order Form
attached hereto as EXHIBIT E in accordance with the provisions of Section 

                 2.11.  "Products" means the specific version and release of
ADAM's computer software programs, in object code, machine readable form only,
and the related documentation, including, without limitation, illustrative
content contained therein, which are specifically identified in EXHIBIT A, and
any subsequent revisions, releases or derivatives of those specific Products
listed on EXHIBIT A which are intended specifically for the Intended Markets.
It is understood and acknowledged that ADAM may, from time to time, develop or
co-develop other computer software products or print products which are based
upon or derived from ADAM's existing Products, or which include content from
such Products, but which are intended primarily for markets other than the
Intended Markets, and it is further acknowledged and agreed that such other
products will not constitute Products for purposes of this Agreement, By way of
illustration (but not limitation), products intended primarily for the mass
distribution markets (consumer products), would not be considered Products for
purposes of this Agreement.  The term Products will not include products which
are developed or co-developed by ADAM which are intended for use with the
Products (such as supplemental or auxiliary products).

                 2.12.  "Propriety Information" means Trade Secrets and
Confidential Information.

                 2.13.  "Territory" means the countries listed on Exhibit B.

                 2.14.  "Trade Secrets" means information which: (a) derives
economic value, actual or potential, from not being generally known to, and not
being ascertainable by proper means by, other persons who can obtain economic
value from its disclosure or use; (b) is the

<PAGE>   3

subject of efforts that are reasonable under the circumstances to maintain its
secrecy, and (c) is identified by its owner in writing as a "Trade Secret,"
either at the time of disclosure or within thirty (30) days following 

         3.      GRANT.

                 3.1.  ADAM grants Reseller a nonexclusive, nontransferable,
nonassignable and limited right to market and distribute the Products to
End-Users in the Territory, solely as set forth in this Agreement.

                 3.2.  ADAM agrees that, during the term of this Agreement,
ADAM will not itself distribute the Products in the Territory (except through
Reseller), nor will it authorize or grant to any third party the right to
distribute any of the Products in the Territory.  Notwithstanding the foregoing
provisions of this Section 3.2, it is understood and agreed that ADAM has
authorized (and may hereafter authorize) third party distributors to distribute
copies of Products in the Territory in "bundles" with products of other
software publishers (where such products are sold together for a single price
or are sold together with computer equipment for a single price).  ADAM will
inform Reseller when such a bundled distribution will be made in the Territory.
Revenues received by ADAM from any copies of Products distributed in the
Territory in bundles will be credited towards Reseller's Performance Objective
for the year in which the bundled copies are distributed.

                 3.3.  Notwithstanding the provisions of Section 3.2, it is
understood and agreed that, if ADAM co-develops or co-publishes a product
intended for use with one or more of the Products, ADAM will have the right to
authorize the third party which has co-developed or co-published such product
(the "Co-Developer") to distribute such co-developed or co-published product in
the Territory, as well as to distribute Products in the Territory, so long as
the Products are offered by the Co-Developer in conjunction with the
co-developed or co-published product.  Moreover, in the event that ADAM
co-develops or co-publishes a Product with a third party, such third party
co-developer or co-publisher may retain the right to market and distribute
such new Product in the Territory on either an exclusive or nonexclusive basis.

                 3.4.  Except with the prior written consent of ADAM, which
consent may be given or withheld in ADAM's sole discretion, Reseller will in no
event distribute any of the Products to (i) a party which intends to resell or
redistribute such Products outside the Territory, or (ii) to any party for
ultimate use outside of the Territory.

                 3.5.  From time to time, ADAM may, in its sole discretion,
make available to Reseller for distribution in the Territory (on a 
non-exclusive basis) products of ADAM other than the Products (such as products
intended for markets other than the Intended Markets or new products intended
for use with the Products).  ADAM will also notify Reseller of the terms and
conditions applicable to the distribution of such other products, including
license fees.  If Reseller elects (in its sole discretion) to distribute such
other products, the terms of this Agreement will

<PAGE>   4

apply to the distribution of such products (other than the provisions of
Section 3.2 above), except to the extent otherwise provided in the terms and
conditions specified by ADAM as contemplated in the preceding sentence.

                 3.6.  The grant of rights under this Paragraph 3 is personal
to Reseller and does not include the right to appoint any sub-resellers or
sub-distributors without the written consent of ADAM, which consent will not be
unreasonably withheld by ADAM.  Any sub-reseller or sub-distributor appointed
by Reseller (with the consent of ADAM) will be required to enter into a
sub-reseller's agreement in the form attached as EXHIBIT F. ADAM reserves the
right to request that Reseller appoint third parties specified by ADAM as
sub-resellers subject to Reseller's approval (which will not be unreasonably

                 3.7.  ADAM grants Reseller a nonexclusive, nontransferable,
nonassignable and limited right and license to use the Marks in marketing the
Products solely in accordance with Paragraphs 4 and 11 of this Agreement.

                 3.8.  ADAM agrees to provide Reseller with a total of
twenty-six (26) fully functioning Copies for Demonstration Purposes free of
charge (ADAM will determine the actual mix of Products to be included in the
total).  Additional Copies for Demonstration Purposes may be purchased at a cost
to be agreed upon by ADAM and Reseller.  ADAM grants Reseller a nonexclusive,
nontransferable, nonassignable, and limited right and license to use the Copies
for Demonstration Purposes solely for purposes of demonstration to prospective
End-Users and not for actual production use.  Reseller will use the Copies for
Demonstration Purposes only for demonstration to prospective End-Users on
computer systems owned or leased by Reseller or on the computer system of a
prospective End-User.  In each such case, Reseller will control and limit the 
use of the Copies for Demonstration Purposes for the specific purpose
authorized above.  Within ten (10) days of the termination of this Agreement,
Reseller shall, at its expense, return all Copies for Demonstration Purposes to
ADAM.  For the purposes of this Agreement, Copies for Demonstration Purposes
will be considered Products.


                 4.1.     Reseller.

                          (a)  Reseller will use its commercially reasonable
         efforts to promote and market the Products to End-Users in the
         Territory in accordance with terms of the Annual Plan established in
         accordance with this Section.  To effectively market the Products,
         Reseller agrees that it will:

                                  (i)  maintain appropriate computer equipment,
                 as defined by the then-current ADAM recommended hardware
                 requirements, which will permit it to demonstrate the Products
                 to potential End-Users at both customer sites and

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                 appropriate Reseller locations (the current ADAM recommended
                 hardware requirements are specified in EXHIBIT G);

                                  (ii)  cause its personnel to become
                 proficient in the use of the Products and the demonstration of
                 the Products to potential End-Users;

                                  (iii)  commit sufficient resources from its
                 sales departments towards satisfaction of the sales
                 performance objectives specified in Section 4.1(b) below
                 (the "Performance Objectives"), and cause its sales personnel
                 to be certified as qualified ADAM sales representatives whose
                 responsibilities shall include establishing, qualifying and
                 maintaining sales relationships wherever possible;

                                  (iv)  commit sufficient resources from its
                 Sales Promotion operations to promote the Products in
                 accordance with the initial marketing plan specified in
                 EXHIBIT D (the Initial Annual Plan).  Such promotions shall
                 include without limitation direct mail, print advertising,
                 direct sales calls, telemarketing and exhibition attendance.

                          (b)  Reseller's sales performance objective for the
         Territory (the "Performance Objective") for the first year of this
         Agreement, commencing upon execution of this Agreement and continuing
         through December 31, 1996, will be distribution of Products to
         End-Users in the Territory with aggregate License Fees to ADAM (as
         specified in Section 5.1 below) of U.S. $95,000.  In the event that
         Reseller satisfies its first year Performance Objective, the term of
         this Agreement will automatically be extended for a second year.  If
         the Performance Objective is not satisfied, then ADAM will have the
         right to terminate the Agreement upon written notice to Reseller.

                          If this Agreement continues for a second year,
         commencing January 1, 1997 and continuing through December 31, 1997,
         the parties will discuss an appropriate Performance Objective for the
         second year.

                          (c)  Sixty (60) days prior to the end of the first
         year of this Agreement, Reseller and ADAM will confer to review
         performance and discuss Reseller's plans for the ensuing year
         concerning the sale of Products.  Reseller will furnish ADAM with
         Reseller's marketing and sales plans for the year, which shall include
         (i) sales projections for the year (on a quarterly basis), (ii)
         information concerning the computer equipment in Reseller's possession
         and available for use in Product demonstrations, and (iii) information
         concerning the training of Reseller's personnel in the use and
         demonstration of the Products (the "Annual Plan").  Upon approval of
         the Annual Plan by ADAM, such Annual Plan will be effective during the
         following year.  A similar procedure will be used to establish an
         Annual Plan for each year thereafter for so long as this Agreement

<PAGE>   6

         continue in existence.  The initial Annual Plan for the first year
         under this Agreement is attached hereto as EXHIBIT D.

                          (d)  Reseller will furnish ADAM, on a monthly basis,
         a report and review of all sales with regard to the Products.  Such
         report shall include but is not limited to the name, address and
         telephone number of each End-User to whom Reseller has distributed a
         copy of Product during the preceding month so that each End-User can
         be registered as a licensed End-User.

                          (e)  Reseller will submit to ADAM, prior to use,
         distribution, or disclosure, any advertising, promotional and
         marketing materials, and publicity relating to the Products proposed
         to be used by Reseller (the "Marketing Materials").  Reseller may not
         use, distribute, or disclose the Marketing Materials unless approved
         by ADAM's Marketing Department, which approval will not be
         unreasonably withheld.  ADAM shall approve or disapprove such
         Marketing Materials within ten (10) business days of ADAM's receipt of
         Reseller's written request to use, distribute or disclose such
         Marketing Materials.  In the event ADAM shall fail to approve or
         disapprove within such ten (10) business day period, ADAM shall be
         deemed to have approved of such use, distribution or disclosure of the
         Marketing Materials by Reseller.  Thereafter, the parties will
         mutually agree upon an appropriate procedure to be used for prior
         approval of marketing and advertising materials.  In all events, all
         such marketing materials will comply with the guidelines furnished by
         ADAM from time to time, and with the provisions of Paragraph 11 of
         this Agreement.

                          (f)  Reseller will have the authority to market the
         Products under the terms and conditions of the End-User Agreement
         only.  Reseller has and will exercise no authority to make any
         alterations to the End-User Agreement.

                          (g)  Reseller has and will exercise no authority to
         make statements, warranties or representations concerning the Products
         that exceed or are inconsistent with the marketing materials or
         technical specifications provided to Reseller by ADAM.  Reseller has
         and will exercise no authority to bind ADAM to any undertaking or
         performance with respect to the Products.

                          (h)  Reseller may offer directly to End-Users,
         separate and independent of its functions as a Reseller of ADAM
         Products under this Agreement, appropriate ancillary Products or
         services.  The terms, conditions and charges for such Products or
         services will be established by Reseller with End-Users.  Reseller
         will inform End-Users that ADAM's obligations are limited to those
         contained in the End-User Agreement with End-Users solely and that
         Products or services of Reseller are offered on Reseller's own account
         and that Reseller remains solely responsible for such ancillary
         Products or services.

<PAGE>   7

                          (i)  Orders will be placed by Reseller with ADAM
         utilizing the Order Form attached hereto as EXHIBIT E, and will be
         subject to product availability and to acceptance by ADAM.  ADAM
         agrees that it will not reject any orders placed by Reseller in
         accordance with this Section for the sole purpose of causing Reseller
         not to meet the Performance Objectives specified in Section 4.1(b)
         above.  If the Product is unavailable, ADAM reserves the right to
         cancel an order or to reschedule shipment from a promised shipment
         date.  Orders may be faxed to ADAM as specified on the Order Form.
         Unless otherwise specified by Reseller, all Products will be shipped
         by ADAM to Reseller's authorized and identified warehouse facilities
         via air freight common carrier, F.O.B. ADAM's facilities.  All freight
         charges, taxes, duties and customs charges, insurance and
         miscellaneous costs are to be paid by Reseller.  ADAM may change the
         form of the Order Form or the procedures for placing orders by
         sending a copy of the new form or procedures to Reseller.  Upon
         receipt and acceptance by ADAM of Orders delivered to ADAM by
         Reseller, ADAM will invoice Reseller as set forth in Paragraph 5
         below.  In the event that ADAM delivers the Products to Reseller for
         delivery to End-User, Reseller will deliver the Products to such
         End-User only as delivered by ADAM to Reseller (that is, in the form
         of complete shrink-wrapped packages as shipped by ADAM); provided
         that Reseller may place a label on the outside of the packaging,
         identifying Reseller as a distributor of Products (Reseller will
         submit any such label to ADAM for ADAM's review and approval prior to
         any such use).  In no event shall any such shrink-wrapped packages
         furnished by ADAM be repackaged, unless (i) prior written consent is
         obtained from ADAM, or (ii) the Products have been returned, damaged
         or updated and must be re-shrink wrapped,

                          (j)  Reseller shall not during the term of this
         Agreement or at any time thereafter, directly or indirectly, copy,
         reproduce, manufacture, reverse engineer, disassemble, or reverse
         compile the software comprising the Products, or disclose or
         distribute the design, structure, or operation of any Product or part
         thereof, to any person, corporation or other entity.  ADAM shall have
         and retain all right, title and interest in and to all intellectual
         property rights relating to the Products.

                 4.2.     ADAM.  In addition to the obligations specified
elsewhere in this Agreement, ADAM also agrees:

                          (a)  to use all commercially reasonable efforts to
         obtain distribution rights in the Territory for any co-published or
         third party software which was designed or intended for use in
         conjunction with any Products;

                          (b)  that where it has co-developed a Product with a
         third party, and that third party retains the right to market and
         distribute such new Product in the Territory, or is granted the right
         to market the Products in the Territory, ADAM will use its
         commercially reasonable efforts to ensure that such rights retained or
         granted to the third party do not substantially impair Reseller's
         business interests in the Territory;

<PAGE>   8

                          (c)  to fully inform Reseller of all marketing and
         distribution of the Products outside the Territory, and to End-Users 
         other than those specified in Section 2.4 within the Territory;

                          (d)  in order to assist in the transition of
         distribution to Reseller, ADAM will provide Reseller with a list of 
         the names and addresses of all current End-Users of Products in the 
         Territory (to the extent that ADAM has such information);

                          (e)  to commit sufficient technical and financial
         resources to assist Reseller in the marketing, promotion and public
         relations of the Products; and

                          (f)  to exchange Reseller's inventory stock of
         Products and Copies for Demonstration Purposes for upgraded versions,
         and to replace all Products and Copies for Demonstration Purposes
         received from ADAM in a damaged condition, provided that Reseller
         shall pay all costs of return shipping to ADAM, and ADAM shall pay all
         costs of reshipping to Reseller.

         5.      LICENSE FEES AND PAYMENT.

                 5.1.  Reseller will pay ADAM the License Fees specified in
EXHIBIT A for each of the Products ordered by Reseller and shipped by ADAM as
set forth herein at payment terms specified by ADAM.  Reseller will pay ADAM
within forty-five (45) days of the date of invoice therefor from ADAM.  License
Fees owed by Reseller will be discounted by one percent (1%) if payment is
received by ADAM within fifteen (15) days of the date of invoice therefor.  A
two percent (2%) penalty will be added to License Fees owed by Reseller if
payment is not received by ADAM within forty-five (45) days of the date of
invoice therefor.  ADAM reserves the right to change the License Fees specified
above at any time, in ADAM's sole discretion, by providing Reseller with an
amended EXHIBIT A, specifying the new License Fees.  Any such change in the
License Fees will be effective thirty (30) days after the date such amended
EXHIBIT A is provided to Reseller.

                 5.2.  All payments from Reseller to ADAM hereunder will be in
U.S. Dollars.  Reseller will pay ADAM by means of a company check, bank check
or wire transfer to ADAM's bank.

                 5.3.  The amounts due to ADAM as set forth herein are net
amounts to be received by ADAM, exclusive of all taxes, and are not subject to
offset or reduction because of any costs, expenses, or liabilities incurred by
Reseller or imposed on ADAM in the performance of this Agreement or otherwise
due as a result of this Agreement.

                 5.4.  Reseller will be responsible for and will pay directly,
any and all taxes, duties and charges incurred in the performance of this
Agreement, including, but not limited to, sales and use taxes, withholding
taxes, duties and charges imposed by federal, state or local governmental

<PAGE>   9

authorities in the United States or elsewhere, but excluding U.S. corporate
income taxes of ADAM.  Reseller will also be responsible for payment of any
license fee, assessment, duty, tax, levy, or similar charge imposed by any
foreign government as a result of this Agreement or the transactions
contemplated by the parties hereunder.

                 5.5.  Reseller will set the license fees that it charges
End-Users for copies of Products distributed by Reseller pursuant to this
Agreement, in the sole discretion of Reseller.  Reseller will furnish a copy of
its price list to ADAM (and a copy of any updates to the price list as changes
are made by Reseller from time to time).


                 6.1.  Each party hereunder may disclose to the other party
certain Trade Secrets and Confidential Information.  For purposes of this
Paragraph 6, "Owner" refers to the party disclosing Trade Secrets or
Confidential Information hereunder, whether such party is ADAM or Reseller, and
"Recipient" refers to the party receiving any Trade Secrets or Confidential
Information hereunder, whether such party is ADAM or Reseller.

                 6.2.  Recipient agrees to hold the Proprietary Information of
Owner in strictest confidence and not to, directly or indirectly, copy,
reproduce, distribute, manufacture, duplicate, reveal, report, publish,
disclose, cause to be disclosed, or otherwise transfer the Proprietary
Information of Owner to any third party, or utilize the Proprietary Information
of Owner for any purpose whatsoever other than as expressly or impliedly
contemplated by this Agreement.  With regard to the Trade Secrets, this
obligation will continue for so long as such information constitutes a trade
secret under applicable law.  With regard to the Confidential Information, this
obligation will continue for the term of this Agreement and for a period of
three (3) years thereafter.  The foregoing obligations will not apply if and to
the extent that:

                 (a)      Recipient establishes that the information
         communicated was already known to Recipient, without obligations to
         keep such information confidential, at the time of the Recipient's
         receipt from Owner, as evidenced by documents in the possession of
         Recipient prepared or received prior to disclosure of such

                 (b)      Recipient establishes that the information
         communicated was received by Recipient in good faith from a third
         party lawfully in possession thereof and having no obligation to keep
         such information confidential; or

                 (c)      Recipient establishes that the information
         communicated was publicly known at the time of Recipient's receipt
         from Owner or has become publicly known other than by a breach of this

<PAGE>   10

                 6.3.  Without limiting the general obligations specified above
in Section 6.2, Recipient agrees to implement the following security steps in
order to protect the confidentiality and security of the Proprietary
Information of Owner:

                 (a)  Implement internal procedures to limit, control and
         supervise the use of the Proprietary Information of Owner;

                 (b)  Make the Proprietary Information of Owner available only
         to full-time employees of Recipient who have executed written
         agreements requiring them to recognize the proprietary and
         confidential nature of the Proprietary Information of Owner and to
         comply with the nondisclosure obligations set forth herein;

                 (c)  Notify Owner in writing of any suspected or known breach
         of the obligations and/or restrictions set forth in this Paragraph 6;

                 (d)  Use those security procedures it uses for its own
         Proprietary Information which it protects against unauthorized
         disclosure, appropriation or use.

         7.      PROPRIETARY RIGHTS.

                 7.1.  Reseller acknowledges that nothing herein gives it any
right, title or interest in the Products or the Marks except for Reseller's
express rights to distribute the Products in accordance with the provisions of
Paragraph 3 of this Agreement.

                 7.2.  Reseller acknowledges and agrees that, as between ADAM
and Reseller, ADAM or its suppliers maintain exclusive ownership of the
Products in all forms (both object code and source code) and all copies and all
portions thereof and the Marks, including, without limitation, any and all
worldwide copyrights, patents, trademarks, service marks, trade names, trade
secret, proprietary and confidential information rights and other property
rights associated with the Products and the Marks.


<PAGE>   11




         10.     INDEMNIFICATION.

                 10.1.  ADAM will defend, at its expense, any action (or
portion thereof) brought against Reseller based upon a claim that the Products
infringe upon a copyright or violate the trade secret rights of any third
party.  ADAM will indemnify and hold harmless Reseller against damages and
costs including reasonable attorneys' fees, penalties and interest finally
awarded against Reseller in such actions directly attributable to such claims.
ADAM will not be obligated to indemnify any claim of infringement if such
infringement arises out of the use or combination of the Products with other

                 10.2.  Reseller agrees to indemnify, defend and hold harmless
ADAM, its affiliates, and their directors, officers, shareholders, employees
and agents from and against any claims, liabilities, losses, damages, causes of
action or injuries, together with costs and expenses, including reasonable
attorneys' fees, arising out of or resulting from:

                 (a)  Any actions or omissions on the part of Reseller in
         distributing or marketing the Products;

                 (b)  Any statements, claims, representations or warranties
         made by Reseller or its employees, agents or representatives, relating
         to the Products, other than as authorized by ADAM in writing or made
         in ADAM's own writings; or

                 (c)  Any failure on the part of Reseller to pay any taxes,
         duties or assessments due hereunder or other amounts as set forth in
         Paragraph 5.

<PAGE>   12

                 10.3.  The indemnification set forth in Paragraphs 10.1 and
10.2 is conditioned upon the indemnified party providing the indemnifying party
(i) notice of any claim or cause of action upon which the indemnified party
intends to base a claim of indemnification hereunder, and (ii) the indemnified
party providing reasonable assistance and cooperation to enable the
indemnifying party to defend the action or claim hereunder.  The indemnifying
party will have the right to defend any action or proceeding involving a claim
that the indemnifying party is obligated to indemnify hereunder.  The
indemnifying party will not be obligated to indemnify any claim that is settled
by the other party without the prior written consent of the indemnifying party.

         11.     USE OF MARKS.

                 11.1.  In connection with the use of the Marks as permitted in
Paragraph 3, Reseller agrees to comply in all respects with any guidelines or
directions provided by ADAM with respect to proper usage of the Marks.  At the
request of ADAM, Reseller will submit to ADAM's Marketing Department any and
all materials bearing or including any of the Marks, for prior review and
approval by ADAM.  Upon the request of ADAM, Reseller agrees to discontinue the
use of (i) any Marks being used by Reseller in a manner determined by ADAM in
its sole discretion to be inconsistent with the guidelines set forth above, or
(ii) any trademark, service mark, or tradename deemed by ADAM to create a
likelihood of confusion with a Mark.

                 11.2.  Reseller acknowledges ADAM's right, title and interest
in and to the Marks.  Reseller covenants and agrees not to file or prepare any
application for registration of any of the Marks, or assert any right, title or
other interest in or to the Marks, other than the rights specifically granted
to Reseller hereunder.  Reseller agrees not to adopt, use, file for
registration, or register any trademark, service mark, or tradename which may
be an infringement of any one or more of the Marks or result in a likelihood or
confusion with a Mark.

                 11.3.  Reseller agrees not to commit any acts, directly or
indirectly, which may contest, dispute, or otherwise impair the rights, title
or interest of ADAM in or to the Marks.  Reseller agrees not to claim or assert
any rights, title or interest in or to the Marks in any way.  The parties agree
that all uses of the Marks by Reseller will be in such a manner as to inure at
all times to the benefit of ADAM.  Reseller will not use any language or
display any Marks in such a manner as to create the impression that the Marks
belong to and are owned by Reseller.  Reseller may not use the Marks in
combination with any other trademarks, tradenames, service marks, or other
designations, without the prior written approval of ADAM.

                 11.4.  Reseller will promptly notify ADAM of any and all known
infringements or known attempted infringements of any Marks.  ADAM reserves all
rights regarding a decision to initiate any legal action against an alleged
infringer, provided that at the request of ADAM, Reseller will provide
reasonable assistance to ADAM in connection therewith.

<PAGE>   13

         12.     DISPUTE RESOLUTION,

                 12.1.  Each party, to the extent permitted by applicable law,
(i) hereby irrevocably submits itself to and consents to the exclusive
jurisdiction of the United States District Court for the Northern District of
Georgia for the purposes of any suit, action or other proceeding in connection
with any controversy, claim or dispute relating to this Agreement or to enforce
a resolution, settlement, order or award made pursuant hereto, and (ii) hereby
waives, and agrees not to assert, by way of motion, as a defense or otherwise,
in any such suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of such court, that the suit, action or proceeding
is brought in an inconvenient forum or that the venue of the suit, action or
proceeding is improper.  Each party hereby agrees to the entry of an order and
to the confession of judgment to enforce a resolution, settlement, order or
award made pursuant to this Section 12.1 by the United States District Court
for the Northern District of Georgia and in connection therewith hereby waives,
and agrees not to assert by way of motion, as a defense or otherwise, any
claim that such resolution, settlement, order or award is inconsistent with or
violative of any laws or public policy.

                 12.2.  Each party further irrevocably consents to service of
process in any action, suit or proceeding by personal service or by the mailing
of copies thereof by registered or certified mail, postage prepaid, return
receipt requested, to it at its address set forth on the signature page of
this Agreement, provided that a reasonable period for appearance is allowed.
The foregoing, however, will not limit the right of a party to serve process in
any other manner permitted by law.  Any judgment against a party or the assets
of a party in any suit for which such party has no further right of appeal will
be conclusive, and may be enforced in other jurisdictions by suit on the
judgment in accordance with Section 12.1, a certified or true copy of which
judgment will be conclusive evidence of the fact and of the amount of any
indebtedness or liability of such party therein described; provided always that
a party seeking to enforce a judgment may at its option bring suit, or
institute other judicial proceedings, against another party or any of its
assets in the court of any country or place where such other party engages in
business or such assets may be found.

         13.     SUPPORT.

                 13.1.  ADAM agrees to supply Reseller with a qualified staff
member for the purposes of training and educating Reseller and its personnel on
the Product and its applications for a period not to exceed one (1) week.  Any
travel required by ADAM's staff member shall be mutually agreed upon in advance
by ADAM and Reseller.  All travel expenses and lodging within Australia for
ADAM's staff member will be paid by Reseller.  All travel expenses and lodging
between Australia and the United States for ADAM's staff member will be paid by

                 13.2.  Subject to availability of ADAM's personnel and
consistent with ADAM's ongoing business, ADAM agrees to provide to Reseller
technical support relating to the Products, during ADAM's normal business hours
(Eastern Time).  Reseller is authorized to make available

<PAGE>   14

to End-Users support and maintenance services on the same basis on which ADAM
offers such services generally to End-Users of the Products, at the prices
specified on EXHIBIT A.  Reseller will provide technical support directly to
End-Users who purchase support services by maintaining a telephone help line
during normal business hours and will field calls from End-Users who purchase
support services.  To the extent necessary, Reseller will refer technical
problems to ADAM for resolution and will relay resolutions to the End-User.
ADAM will furnish to Reseller copies of any fixes, enhancements and updates to
the Products that ADAM makes generally available (at no extra charge) to users
of the Products in the United States who have purchased support services from
ADAM, as part of the support fees paid by such users, and Reseller will
distribute such copies directly to End-Users in the Territory who purchase
support services.

                 ADAM and Reseller will divide the support and maintenance fees
actually received by Reseller as specified on EXHIBIT A. On or before the
fifteenth day of each month during the term of this Agreement, Reseller will
pay to ADAM the amount due to ADAM in accordance with this Section in respect
of the maintenance and support fees received by Reseller during the preceding
month.  In addition, Reseller will furnish ADAM with a report detailing the
number of End-Users in the Territory subscribing for maintenance and support
services, together with a report of the total amounts received by Reseller
during such month in maintenance and support fees.

         14.     TERM AND TERMINATION

                 14.1.  This Agreement commences on the Effective Date and will
continue in effect for one (1) year, unless extended in accordance with the
provisions of Section 4.1(b) above upon satisfaction of the Performance
Objectives or otherwise extended by mutual agreement of the parties in writing.

                 14.2.  Either party may terminate this Agreement by written
notice if there has been a material breach hereof by the other party, which
material breach has not been cured within thirty (30) days after the date of
written notice to the breaching party by the non-breaching party.

                 14.3.  ADAM may terminate this Agreement upon thirty (30) days
prior written notice in the event that Reseller fails to satisfy the
Performance Objectives provided for in Section 4.1(b) above.

                 14.4.  Either party may terminate this Agreement immediately
if Reseller becomes insolvent, makes a general assignment for the benefit of
creditors, suffers or permits an appointment of a receiver for its business or
assets, becomes subject to any proceedings under any bankruptcy or insolvency
law, whether domestic or foreign, or is liquidated, voluntarily or otherwise.

                 14.5.  Upon expiration or termination of this Agreement for
any reason, Reseller will, at ADAM's option, immediately return to ADAM all
ADAM property, including, but not

<PAGE>   15

limited to, the Copies for Demonstration Purposes and the Proprietary
Information of ADAM.  Upon return of such materials, Reseller will provide ADAM
with a signed written statement certifying that it has returned all ADAM
property to ADAM.  Reseller will receive credit against any monies owed to ADAM
for all ADAM unsold inventory returned to ADAM in a salable condition.  Upon
termination of this Agreement for any reason, all rights and licenses granted
by ADAM hereunder to Reseller will immediately cease, provided such termination
will not result in termination of End-User Agreements extended to End-Users.

                 14.6.  Termination or expiration of this Agreement for any
reason will automatically accelerate the due date of all invoices and any other
monies due to ADAM by Reseller, which will become immediately due and payable
on the effective date of termination or expiration.

                 14.7.  Upon termination or expiration of this Agreement, the
provisions of this Agreement providing for payment of royalties or fees to
ADAM, protection of ADAM's proprietary rights, warranties, the limitation of
liability, indemnities, arbitration and other provisions of this Agreement
concerning the ongoing interests of ADAM, including, but not limited to,
Paragraphs 5, 6, 7, 8, 9, 10 and 12 will continue and survive in full force and

         15.     ASSIGNMENT.  This Agreement and all rights and obligations
hereunder are personal to the parties hereto and may not be assigned in whole
or in part by either party without the prior written consent of the other.
Notwithstanding the foregoing, either party will have the right to assign its
rights and obligations hereunder, (a) to any controlled subsidiary of either
party, (b) to any joint venture in which either party is a participant, (c) to
any entity which is the survivor in a merger of either party with or into such
other entity, or (d) to any acquiror of all or substantially all of the assets
of either party.

         16.     INDEPENDENT PRINCIPALS.  ADAM and Reseller are independent
principals in all relationships and actions under and contemplated by this
Agreement.  This Agreement will not be construed to create any employment,
partnership, joint venture, franchise or agency relationship between the
parties or to authorize either party to enter into any commitment or agreement
binding on the other party, and each party covenants and agrees that it will
never contend to the contrary.  Reseller will not make any warranties,
guarantees or any other commitment on behalf of ADAM.

         17.     FORCE MAJEURE.  Neither party will be in default by reason of
any failure in performance of this Agreement if such failure arises, directly
or indirectly, out of causes reasonably beyond the direct control or
foreseeability of such party, including, but not limited to, default by
subcontractors or suppliers, acts of God or of the public enemy, U.S. or
foreign governmental acts in either a sovereign or contractual capacity, fire,
flood, epidemic, restrictions, strikes, and/or freight embargoes.

<PAGE>   16

         18.     NON-WAIVER.  Any failure by either party to detect, protest,
or remedy any breach of this Agreement will not constitute a waiver or
impairment of any such term or condition, or the right of such party at any
time to avail itself of such remedies as it may have for any breach or breaches
of such term or condition.  A waiver may only occur pursuant to the prior
written express permission of an authorized officer of the other party.

acknowledges that each provision in this Agreement providing for the protection
of ADAM's copyrights, Proprietary Information and other proprietary rights is
material to this Agreement.  The parties acknowledge that any threatened or
actual breach of ADAM's copyrights or other proprietary rights by Reseller will
constitute immediate, irreparable harm to ADAM, for which equitable remedies
may be awarded by a court of competent jurisdiction.

         20.     GOVERNING LAW.  This Agreement will be governed by, construed,
and interpreted in accordance with the laws of the State of Georgia without
giving effect to its conflict of law rules.

         21.     SEVERABILITY.  If any provision hereof is declared invalid by
a court of competent jurisdiction, such provision will be ineffective only to
the extent of such invalidity, so that the remainder of that provision and all
remaining provisions of this Agreement will continue in full force and effect.

         22.     COMPLIANCE WITH LAWS.  Reseller shall, at its own expense,
comply with any and all laws pertaining to the license of the Software Packages
in the Territory and the performance of its obligations hereunder, and Reseller
shall procure all required governmental licenses and approvals and pay all fees
and other charges related thereto.  Reseller will limit its actions hereunder
to conform to applicable laws regarding the export or reexport of any
information, or any process, product, or service, to countries specified as
prohibited destinations, including the Regulations of the U.S. Department of
Commerce and/or the U.S. State Department, to the extent applicable.

         23.     NOTICE.  All communications between the parties which are
required or permitted to be in writing will be sent by hand delivery, with
receipt obtained, by prepaid, first class air mail postal service, certified
return receipt requested, by telecopier to the telecopy number specified below,
or by private priority express delivery services (such as Federal Express), and
sent to the following addresses:

<PAGE>   17

         If to ADAM:

         A.D.A.M. Software, Inc.
         1600 RiverEdge Parkway
         Suite 800
         Atlanta, Georgia 30328
         Attention: Cary S. Chandler
         Phone: +1 770 980-0888
         Telecopier: +1 770 955-3088

         with a copy to:

         WILLIAM G. Roche
         King & Spalding
         191 Peachtree Street
         Atlanta, Georgia 30303 U.S.A.
         Phone: +1 404 572-4600
         Telecopier: +1 404 572-5100

         If to Reseller:


         with a copy to:

         Telecopier: _________________

<PAGE>   18

By written communication, either party may designate a different address for
purposes hereof.

         24.     ENTIRE AGREEMENT.  This Agreement supersedes and cancels any
previous understandings, representations, or agreements between the parties
relating to the subject matter hereof and expresses the complete and final
understanding with respect to the subject matter hereof and supersedes and
cancels all previous and contemporaneous written and oral agreements and
communications relating hereto.

                 IN WITNESS WHEREOF, ADAM and Reseller have caused this
Agreement to be executed by their respective, duly authorized officers or
representatives, effective as of the last date set forth below.



By: /s/ Peter Hylands
      (Authorized Signature)

Name (Print): Peter Hylands  
Title:        Managing Director

Date:     12/22/95                  

Address: 95 Coventry St         
         South Melbourne         

Telephone:  3 9699 5400          
Fax:        3 9696 5205          

<PAGE>   19



By: /s/ Curtis Cain
      (Authorized Signature)

Name (Print): Curtis Cain
Title:        CEO
Date:     12/13/95

By: /s/ Cary Chandler
      (Authorized Signature)

Name (Print): Cary Chandler
Title:        Vice President
Date:     12/13/95

Address:    1600 RiverEdge Parkway
            Suite 800
            Atlanta, Georgia 30329

Telephone: +1 770 980-0888
Fax:  +1 770 955-3088

<PAGE>   20

                                  EXHIBIT A

                          PRODUCTS AND FEE SCHEDULE

                                (SEE ATTACHED)

<PAGE>   21


     PRODUCT NUMBER                       DESCRIPTION                                  END USER          DISTRIBUTOR
-------------------------------------------------------------------------------------  COST (EA)          COST (EA) 
(Windows)    (Macintosh)       A.D.A.M. SCHOLAR SERIES                               --------------------------------- 
                               A.D.A.M. COMPREHENSIVE
ID1007       IM1007            single unit                                             $2,035.00            $1,017.00
ID1007S      IM1007S           with A.D.A.M. Studio                                    $2,630.00            $1,315.00
IDL1007      IML1007           LAB PACK*                                               $7,425.00            $3,712.00
                               A.D.A.M. STANDARD
ITD1007      ITM1007           single unit                                             $  995.00            $  498.00
ITLD1008     ITLM1008          LAB PACK*                                               $3,485.00            $1,742.00
                               A.D.A.M. ESSENTIALS
IED1007      IEM1007           single unit                                             $  350.00            $  175.00
IESD4003     IESM4003          School Edition +                                        $  350.00            $  175.00
IELD4003     IELM4003          School Edition LAB PACK +                               $1,075.00            $  537.00
                               A.D.A.M. STUDIO
ID2001       IM2001            for Comprehensive                                       $  595.00            $  298.00
ITD2001      ITM2001           for Standard                                            $  595.00            $  298.00
                               A.D.A.M. ANIMATION BOOKS
                               Includes animations, pathologies, & devices

ID3002       IM3002            Orthopaedics of the Lower Limb                          $  495.00            $  247.00
ID3003       IM3003            Obstetrics & Gynecology                                 $  495.00            $  247.00
ID3004       IM3004            Trauma                                                  $  495.00            $  247.00

All A.D.A.M. Products include free technical support.

* The Lab Pack for A.D.A.M. Standard and Comprehensive contains a single box, 
six CDs in individual jewel cases, one printed copy of the user manual, and six
quick reference cards.

+ The A.D.A.M. Essentials School Edition is shipped in a 3-ring loose-leaf
binder which holds the A.D.A.M. Essentials Teacher's Guide.  The A.D.A.M.
Essentials Lab Pack contains the 3-ring binder with five CDs in individual jewel
cases, five copies of the printed user manual, and one copy of the A.D.A.M.
Essentials Teacher's Guide.


                                                                REVISED 12-27-94

         A.D.A.M. Software, Inc. - 1600 RiverEdge Parkway - Suite 800
       Atlanta, GA 30328 USA - TEL +1-404-980-0888 - FAX +1-404/988-0611
<PAGE>   22

                                  EXHIBIT B



<PAGE>   23

                                  EXHIBIT C

                              END USER AGREEMENT

                                (SEE ATTACHED)

<PAGE>   24
License and Limited Warranty Agreement

This product is not warranteed to be medically accurate or correct.  This 
product is intended for general educational and entertainment purposes only.  
The information provided herein should not be used for diagnosis or treatment 
of any medical condition.  A licensed physician should be consulted for 
diagnosis and treatment of any and all medical conditions.

BEFORE YOU USE THIS PRODUCT.  This is a legal agreement between you (either 
an individual or an entity) and A.D.A.M. Software, Inc.  By using this product,
you agree to be bound by this Agreement.  If you do not agree to the terms of
this Agreement do not use this product, and return the product and your receipt
to the place you obtained the product, within thirty days after you obtained the
product, for a full refund.

The following definitions apply to the terms as they appear in this Agreement:
-    "You" and "Your" refer to any person or entity that acquires or uses this
-    "A.D.A.M. Content" means digitally encoded illustrations, pictures, images,
     animations, video, sound, text and other non-programmatic material created
     by A.D.A.M. Software, Inc. or its suppliers.
-    "Product" means the Programs, A.D.A.M. Content, documentation and other
     material provided to You by A.D.A.M. Software, Inc.

You are obtaining limited rights to use this Product subject to the terms of
this Agreement.  A.D.A.M. Software, Inc. or its suppliers retain ownership of
(i) the Product and (ii) any intellectual properties related to the Product.

A.D.A.M. Software, Inc. grants You a limited license to use the Programs as
follows.  You may make a copy of the Programs on a storage device solely for
execution on one computer at a time; load a copy of the Programs in the memory
of one computer for use with that computer by one person at a time; and, make a
copy of the Programs for archival purposes only.

You may not use, copy or distribute the Programs, A.D.A.M. Content or
documentation contained in this Product except as expressly described in this
Agreement or permitted in writing signed by an authorized representative of
A.D.A.M. Software, Inc.  Without limiting the generality of the foregoing
statement, You may not:
-    reverse engineer, disassemble or decompile the Programs or in any way
     attempt to discover or reproduce the codes, techniques, formats, concepts,
     methods, ideas and information contained in or used to create the Programs;
-    export the Product or any portion thereof to any person or entity in
     violation of the United States Export Administration Act;
-    broadcast or televise any of the Programs or A.D.A.M. Content;
-    distribute copies of the Programs, A.D.A.M. Content, or documentation
     contained in the Product or electronically transfer the Programs or
     A.D.A.M. Content from one computer to another over a network;
-    sell the Programs or A.D.A.M. Content;
-    lend, lease, rent or license the Product, or any portion thereof; or
-    make or export copies of the A.D.A.M. Content, or any portion thereof, for
     use with other computer programs.

The Product qualifies as commercial computer software for purposes of FAR
52.227-19 and DFARS 52.227.7013.  Accordingly, if the Product is acquired by a
civilian government agency, it is furnished with only the minimum Restricted
Rights provided by FAR 52.227-19.  If the Product is acquired by a military
agency, it is furnished with only the minimum Restricted Rights provided by
DFARS 52.227-7013(c)(1)(ii).  Contractor/manufacturer is A.D.A.M. Software,
Inc., 1600 RiverEdge Parkway, Suite 600, Atlanta, Georgia 30328.

This Agreement and Your rights to use the Product terminate automatically if you
violate any part of this Agreement.  In the event of termination, you must
immediately destroy all copies of this Product or return the Product to A.D.A.M.
Software, Inc.

A.D.A.M. Software, Inc. warrants that, upon delivery by A.D.A.M. Software, Inc.,
the media on which the Product is distributed will be free from defects in
materials and workmanship and the Programs will substantially conform to
published specifications and to the documentation, provided the Programs are
used on the computer hardware and with the operating systems for which they were
designed.  If the Product fails to comply with these limited warranties,
A.D.A.M. Software, Inc. will replace the media or, at A.D.A.M. Software, Inc.'s
option, make a reasonable effort to correct any nonconformities in the Programs.
You must, however, return Your original media, along with a copy of your paid
invoice, to A.D.A.M. Software, Inc. or its authorized representative within 90
days of the date you received the Product.  If A.D.A.M. Software, Inc. is unable
to correct defective media or nonconformities in the Programs, A.D.A.M.
Software, Inc. will refund the price You paid for this Product.  The refund will
fully satisfy all of Your claims under this limited warranty.  This limited
warranty shall continue for any replacement Product for the rest of the original
90-day warranty period or for 30 days from the date You receive the replacement,
whichever is longer.  A.D.A.M. Software, Inc.'s liability to You for actual
damages for any cause whatsoever, and regardless of the form of the action, will
be limited to the money paid for the Product.

A.D.A.M. Software, Inc. does not warrant that the Product is free from all
errors and omissions or that the functions contained in the Product will meet
your requirements.  A.D.A.M. Software, Inc. does not warrant the A.D.A.M.
Content meets any particular standard.



This Agreement constitutes the entire agreement and supersedes any prior
agreement between A.D.A.M. Software, Inc. and You concerning the Product.
A.D.A.M. Software, Inc. is not bound by any provision of any purchase order, or
other document, unless A.D.A.M. Software, Inc. specifically amends this
Agreement.  This Agreement cannot be amended, modified, or waived, unless the
change is written and signed by an authorized corporate officer of A.D.A.M.
Software, Inc.  This Agreement is governed by the laws of the State of Georgia,
without regard to conflict of law principles.
(C) 1994 Macromedia(TM) is licensed from Altura Software, Inc.  End user is
prohibited from taking any action to derive a source code equivalent of
QuickView, including reverse assembly or reverse compilation.  (C) 1994 Altura
Software, Inc.  (C) 1994 Apple Computer, Inc. (C) 1994 Microsoft Corporation. 
All companies all rights reserved.

(C) 1994 A.D.A.M. Software, Inc.
1600 RiverEdge Parkway, Suite 800
Atlanta, Georgia 30328
<PAGE>   25

                                  EXHIBIT D

                                 ANNUAL PLAN

                                (SEE ATTACHED)
<PAGE>   26

PEARSON                                           Pearson Professional        
PROFESSIONAL                                      (Australia) Pty Ltd         
ASIA PACIFIC                                      ACN 067 457 390             
                                                  85 Coventry Street          
                                                  GPO Box 1337                
                                                  South Melbourne, VIC 3205   
                                                  Tel 461 (0)3 9699-5400      
                                                  Fax 461 (0)3 9696-5205      
DATE:     August 22, 1995                         BLEC Books                  
TO:       Matthew W. Steeves, ADAM                BLEC Business and     
          Software, Inc                            Professional               
FROM:     Sophie Kaliniecki                       BLEC Business Law Education
RE:       ADAM distribution in                     Centre
           Australasia                            Churchill Livingstone
CC:       Peter Hylands                           Pitman Publishing
Number of pages including cover sheet:3             
the following overview may provide a framework for discussion regarding the
future distribution and marketing of the ADAM series of products in
Australasia. I believe I have given a comprehensive overview of the market, but
have refrained from forecasting units until I know the actual level of sales.


The market in Australasia for ADAM product includes Medical Schools/teaching
hospitals, Schools of Nursing and Allied Health, College Biology (particularly
Human Biology) courses, Secondary Schools and the general public.

The College nursing, medical and science market is increasingly computerized
with lecturers frequently demanding more material to supplement basic texts.

Curriculum change has seen the complete integration of nursing into degree
programs at college and the movement of postgraduate programs (midwifery, OR
etc) away from hospitals into colleges. Nursing Assistant programs are now also
moving away from hospitals into vocational colleges, further deepening the
academic market. Nursing programs are currently offered in excess of 50

The medical curriculum is changing. This year three schools in Australia moved
away from the traditional six year program, to follow the US style pre medical
curriculum, followed by a problem based clinical program. In these schools the
curriculum will not be fully designed until 1997. Reports from the field
indicate that by this date, a condition of medical school entry will be personal
access to a computer and CD drive. A concern expressed by lecturers at medical
schools changing to the new curriculum is that, where students previously
received intensive specialized training in subjects such as anatomy, they will
now come to their clinical years with a more general education and, as a
consequence will require strong supplementary reference/teaching materials.

The allied health market is strong in areas such as physical therapy, where
Australian schools have a world leading reputation, producing a
proportionately large group of internationally recognized authors. Sports
physical therapy is recognized as one of the fastest growing areas. This is a
group with strong purchasing power.

<PAGE>   27


The secondary school market is increasingly focussed on preparing students for
vocational/technical education and there is a move towards deepening science
and technology curriculums.



Pearson Professional Australia (PPA), has college representation covering
medical, nursing and allied health campuses Australia wide with Churchill
Livingston(CL) product. All lecturers in key disciplines are personally visited.
In 1996 the PPA college reps will be equipped with pc's which will enable them
to demonstrate the current range of electric product. CL is a key imprint in
the medical education market, and is the leading publisher of Australian
nursing titles. PPA will be able to provide the market coverage and knowledge
necessary for ADAM, as well as feedback from these markets on products such as
the Stanford Package (Mosby) which is currently being heavily sold in. ADAM
would complete PPA's strong suite of products in anatomical sciences, and
further complement the range of CL electronic products.

PPA works closely with medical booksellers in co-operative conference attendance
and mailing. The larger medical booksellers now have reps of their own, calling
on academics, libraries, hospitals and specialist practises. We have a high
level of communication and offer personal customer service and solid marketing
support to resellers. These booksellers are now eagerly embracing electronic
product and conducting demonstrations in house and at conferences. Through our
relationships with key resellers PPA will be able to offer ADAM further enhanced
market coverage.

Direct Mail/Advertising

We access the most targeted medical practitioner mailing lists. Currently PPA
is pre promoting Gray's Anatomy--before the end of 1995 it is our aim that every
specialist surgeon and practitioner will have received information about the new
edition of Gray's. there will be a launch with the Professor of Anatomy from
Melbourne University speaking on behalf of he book. The launch will be held on
the premises of the largest medical/nursing book retailer in Australla. Gray's,
an institutional name in Australia, will continue to be solidly promoted into
the practitioner and student market throughout the next year. The synergy
between ADAM and Gray's is clear in the Australian market.

Concurrently we conduct or regular discipline based mailings for new book and
electronic product to the specialist market. Recent campaigns with new CL
electronic product have yielded proportionately high levels of enquiries and
<PAGE>   28


Past academic activity with CL product has ensured that we have a valuable
resource database of medical and nursing names from historical sampling
records.  We would use this database as a vehicle for mailing ADAM into
academic institutions and as support for rep activity.

We are able to access the secondary school database through our relationship
with our sister company Longman.  We have used this database with success for
mailing of CL product as schools reference material.


PPA uses industry journals and magazines for reviewing, and advertising to
specialist disciplines.  We would undertake a comprehensive campaign in
appropriate publications for the ADAM products.


To date this year PPA has attended either as an exhibitor, or in co-operation
with a bookseller, 18 health science meetings with 8 currently scheduled before
year end.  The major meeting for the last quarter this year will be a national
physical therapy meeting to be attended by practitioners and educators from all
Australian colleges.  At this meeting we will launch our own sports physical
therapy publication and a new CL journal.  At other major meetings we will be
showing CL electronic product to surgeons, anesthetists and radiologists.
Clearly these are high visibility opportunities for ADAM.


In summary, Pearson Professional Australia proposes that we shall exercise our
best efforts to promote the use and sale of ADAM products throughout
Australasia.  Our representatives will call regularly in key markets, and we
will develop and implement an advertising program which will incorporate
attendance at all major conferences and concerted efforts in PR.  With our
proven track record in the academic market and our experience and knowledge of
the retail sector of this highly specialized market, we will take an increasing
share of the potential market in Australasia for ADAM product.  We will provide
total customer satisfaction by being completely market responsive, and industry
best fulfilment through our relationship with Penguin (a sister Pearson

I look forward to further discussions with you, and to forecasting based on
previous sales into the territory.


/s/ Sophie Kaliniecki
Sophie Kaliniecki
<PAGE>   29

                                  EXHIBIT E

                                  Order Form

<PAGE>   30

                                  EXHIBIT F

                        Form of Sub-Reseller Agreement

<PAGE>   31

                                  EXHIBIT G

                    ADAM Recommended Hardware Requirements

                                (See Attached)
<PAGE>   32



68030 processor/16MHZ or higher; System 7;
8 MB RAM; 11 MB hard disk space; 13-inch or larger
monitor, 256 colors; Double-speed CD-ROM drive


386SX/25 MHZ processor or higher
Microsoft Windows 3.1; 8 MB RAM; 9 MB hard disk space;
SVGA color monitor, 256 colors; Double-speed
CD-ROM drive
<PAGE>   33

                               LIST OF EXHIBITS

EXHIBIT A       Products and Fee Schedule
EXHIBIT B       Territory
EXHIBIT C       End User Agreement
EXHIBIT D       Annual Plan
EXHIBIT E       Order Form
EXHIBIT F       Form of Sub-Reseller Agreement
EXHIBIT G       ADAM Recommended Hardware Requirements