SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
WASATCH EDUCATION SYSTEMS CORPORATION
-------------------------------------
(Name of Issuer)
Common Stock
---------------------------
Title of Class of Securities
936787 20 9
---------------------
CUSIP Number
Gregory T. George
Technology Funding Inc.
2000 Alameda de las Pulgas
San Mateo, California 94403
(415) 345-2200
--------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 13, 1995
-------------------------------------------------------
Date of Event which Requires Filing of this Statement
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in Item
1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of less than five percent of such class. See
Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 2 of 26 Pages
----------- ----
- ------------------------------------------------------------
(1) NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
- ------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- ------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER 1,159,546
BENEFICIALLY OWNED (8) SHARED VOTING POWER -0-
BY EACH REPORTING (9) SOLE DISPOSITIVE POWER 1,159,546
PERSON WITH (10) SHARED DISPOSITIVE POWER -0-
- ------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,159,546
- ------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- -----------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.5%
- ------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 3 of 26 Pages
----------- ----
- ------------------------------------------------------------
(1) NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Technology Funding Secured Investors II
- ------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- ------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER 959,546
BENEFICIALLY OWNED (8) SHARED VOTING POWER -0-
BY EACH REPORTING (9) SOLE DISPOSITIVE POWER 959,546
PERSON WITH (10) SHARED DISPOSITIVE POWER -0-
- ------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 959,546
- ------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2%
- ------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 4 of 26 Pages
----------- ----
- ------------------------------------------------------------
(1) NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Technology Funding Partners I, L.P.
- ------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- ------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER 2,423,347
BENEFICIALLY OWNED (8) SHARED VOTING POWER -0-
BY EACH REPORTING (9) SOLE DISPOSITIVE POWER 2,423,347
PERSON WITH (10) SHARED DISPOSITIVE POWER -0-
- ------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 2,423,347
- ------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.3%
- ------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
PN
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 5 of 26 Pages
----------- ----
- ------------------------------------------------------------
(1) NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Technology Funding Partners II, L.P.
- ------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- ------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER 1,488,853
BENEFICIALLY OWNED (8) SHARED VOTING POWER -0-
BY EACH REPORTING (9) SOLE DISPOSITIVE POWER 1,488,853
PERSON WITH (10) SHARED DISPOSITIVE POWER -0-
- ------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,488,853
- ------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.6%
- ------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 6 of 26 Pages
----------- ----
- ------------------------------------------------------------
(1) NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Software Fund II
- ------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- ------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER 1,143,403
BENEFICIALLY OWNED (8) SHARED VOTING POWER -0-
BY EACH REPORTING (9) SOLE DISPOSITIVE POWER 1,143,403
PERSON WITH (10) SHARED DISPOSITIVE POWER -0-
- ------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,143,403
- ------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.1%
- ------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 7 of 26 Pages
----------- ----
- ------------------------------------------------------------
(1) NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Technology Funding Private Reserve Fund
- ------------------------------------------------------------(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- ------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER 1,380,563
BENEFICIALLY OWNED (8) SHARED VOTING POWER -0-
BY EACH REPORTING (9) SOLE DISPOSITIVE POWER 1,380,563
PERSON WITH (10) SHARED DISPOSITIVE POWER -0-
- ------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,380,563
- ------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.4%
- ------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 8 of 26 Pages
----------- ----
- ------------------------------------------------------------
(1) NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Technology Funding Inc.
- ------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- ------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER 8,555,258
BENEFICIALLY OWNED (8) SHARED VOTING POWER -0-
BY EACH REPORTING (9) SOLE DISPOSITIVE POWER 8,555,258
PERSON WITH (10) SHARED DISPOSITIVE POWER -0-
- ------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 8,555,258
- ------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.0%
- ------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IA,CO
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 9 of 26 Pages
----------- ----
- ------------------------------------------------------------
(1) NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Technology Funding Ltd.
- ------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- ------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER 8,555,258
BENEFICIALLY OWNED (8) SHARED VOTING POWER -0-
BY EACH REPORTING (9) SOLE DISPOSITIVE POWER 8,555,258
PERSON WITH (10) SHARED DISPOSITIVE POWER -0-
- ------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 8,555,258
- ------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.0%
- ------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IA,PN
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 10 of 26 Pages
----------- ----
- ------------------------------------------------------------
(1) NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Charles R.Kokesh
- ------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- ------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
- ------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER 195,700
BENEFICIALLY OWNED (8) SHARED VOTING POWER 8,555,258
BY EACH REPORTING (9) SOLE DISPOSITIVE POWER 195,700
PERSON WITH (10) SHARED DISPOSITIVE POWER 8,555,258
- ------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 8,750,958
- ------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.7%
- ------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
HC,IN
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 11 of 26 Pages
----------- ----
- ------------------------------------------------------------
(1) NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Frank R. Pope
- ------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- ------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
- ------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER 97,561
BENEFICIALLY OWNED (8) SHARED VOTING POWER 8,555,258
BY EACH REPORTING (9) SOLE DISPOSITIVE POWER 97,561
PERSON WITH (10) SHARED DISPOSITIVE POWER 8,555,258
- ------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 8,652,819
- ------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.4%
- -----------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
HC,IN
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 12 of 26 Pages
----------- ----
- ------------------------------------------------------------
(1) NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Gregory T. George
- ------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- ------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
- ------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER 8,126
BENEFICIALLY OWNED (8) SHARED VOTING POWER 8,555,258
BY EACH REPORTING (9) SOLE DISPOSITIVE POWER 8,126
PERSON WITH (10) SHARED DISPOSITIVE POWER 8,555,258
- ------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 8,563,384
- ------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.0%
- ------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
HC,IN
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 13 of 26 Pages
----------- ----
- ------------------------------------------------------------
(1) NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Thomas J. Toy
- ------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- ------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
- ------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER -0-
BENEFICIALLY OWNED (8) SHARED VOTING POWER 8,555,258
BY EACH REPORTING (9) SOLE DISPOSITIVE POWER -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER 8,555,258
- ------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 8,555,258
- ------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.0%
- ------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
HC,IN
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 14 of 26 Pages
----------- ----
- ------------------------------------------------------------
(1) NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Peter F. Bernardoni
- ------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- ------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
- ------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER 0-
BENEFICIALLY OWNED (8) SHARED VOTING POWER 8,555,258
BY EACH REPORTING (9) SOLE DISPOSITIVE POWER -0-
PERSON WITH (10) SHARED DISPOSITIVE POWER 8,555,258
- ------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 8,555,258
- ------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.0%
- ------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
HC,IN
- ------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 15 of 26 Pages
----------- ----
Item 1. Security and Issuer.
(a) Common Stock
(b) Wasatch Education Systems Corporation
5250 South 300 West, Suite 350
Salt Lake City, Utah 84107
Item 2. Identity and Background.
The following information, and all of the information contained in
this Schedule 13D, is provided for all of the persons named below
who are reporting persons, and this Schedule 13D is filed on behalf
of all such persons. No statement made herein shall cause any
reporting person to be responsible for the completeness or accuracy
of the information concerning other reporting persons, unless the
reporting person knew or had reason to believe that such
information was inaccurate. In addition, the information in this
Item 2, as well as the information under Items 3, 4, 5 and 6, is
provided for each person for whom information is required to be
provided by General Instruction C to Schedule 13D (Reg. Section
240.13d-101).
Technology Funding Secured Investors II
(a) Technology Funding Secured Investors II, a California
limited partnership ("TFSI II")
(b) 2000 Alameda de las Pulgas
San Mateo, California 94403
(c) Providing secured equipment and other asset financing
to emerging growth companies.
(d) During the last five years TFSI II has not been
convicted in a criminal proceeding.
(e) During the last five years TFSI II was not a party to a
civil proceeding of a judicial or administrative body
as a result of which TFSI II was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding
any violation with respect to such laws.
Technology Funding Secured Investors III, an Income and Growth
Partnership, L.P.
(a) Technology Funding Secured Investors III, an Income and
Growth Partnership, L.P., a California limited
partnership ("TFSI III")
(b) 2000 Alameda de las Pulgas
San Mateo, California 94403
(c) Providing secured equipment and other asset financing
to emerging growth companies.
(d) During the last five years TFSI III has not been
convicted in a criminal proceeding.
(e) During the last five years TFSI III was not a party to
a civil proceeding of a judicial or administrative body
as a result of which TFSI III was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding
any violation with respect to such laws.
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 16 of 26 Pages
----------- ----
Technology Funding Partners I, L.P.
(a) Technology Funding Partners I, L.P., a California
limited partnership ("TFP I")
(b) 2000 Alameda de las Pulgas
San Mateo, California 94403
(c) Financing emerging growth companies.
(d) During the last five years TFP I has not been convicted
in a criminal proceeding.
(e) During the last five years TFP I was not a party to a
civil proceeding of a judicial or administrative body
as a result of which TFP I was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding
any violation with respect to such laws.
Technology Funding Partners II, L.P.
(a) Technology Funding Partners II, L.P., a California
limited partnership ("TFP II")
(b) 2000 Alameda de las Pulgas
San Mateo, California 94403
(c) Financing emerging growth companies.
(d) During the last five years TFP II has not been
convicted in a criminal proceeding.
(e) During the last five years TFP II was not a party to a
civil proceeding of a judicial or administrative body
as a result of which TFP II was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding
any violation with respect to such laws.
Software Fund II
(a) Software Fund II, L.P., a California limited
partnership ("SF II")
(b) 2000 Alameda de las Pulgas
San Mateo, California 94403
(c) Financing emerging growth companies.
(d) During the last five years SF II has not been convicted
in a criminal proceeding.
(e) During the last five years SF II was not a party to a
civil proceeding of a judicial or administrative body
as a result of which SF II was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding
any violation with respect to such laws.
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 17 of 26 Pages
----------- ----
Technology Funding Private Reserve Fund
(a) Technology Funding Private Reserve Fund, a California
limited partnership ("TFPR")
(b) 2000 Alameda de las Pulgas
San Mateo, California 94403
(c) Financing emerging growth companies.
(d) During the last five years TFPR has not been convicted
in a criminal proceeding.
(e) During the last five years TFPR was not a party to a
civil proceeding of a judicial or administrative body
as a result of which TFPR was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding
any violation with respect to such laws.
Technology Funding Inc. (General Partner of TFSI II, TFSI
III, TFP I, TFP II, SF II and TFPR)
(a) Technology Funding Inc., a California corporation
("TFI")
(b) 2000 Alameda de las Pulgas
San Mateo, California 94403
(c) General partner to funds providing financing to
emerging growth companies.
(d) During the last five years TFI has not been convicted
in a criminal proceeding.
(e) During the last five years TFI was not a party to a
civil proceeding of a judicial or administrative body
as a result of which TFI was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding
any violation with respect to such laws.
Technology Funding Ltd. (General Partner of TFSI II, TFSI
III, TFP I, TFP II, SF II and TFPR)
(a) Technology Funding Ltd., a California limited
partnership ("TFL")
(b) 2000 Alameda de las Pulgas
San Mateo, California 94403
(c) General partner to funds providing financing to
merging growth companies.
(d) During the last five years TFL has not been convicted
in a criminal proceeding.
(e) During the last five years TFL was not a party to a
civil proceeding of a judicial or administrative body
as a result of which TFL was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding
any violation with respect to such laws.
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 18 of 26 Pages
----------- ----
Charles R. Kokesh (General Partner of TFL; Director and
Executive Officer of TFI)
(a) Charles R. Kokesh
(b) 2000 Alameda de las Pulgas
San Mateo, California 94403
(c) President, Chief Executive Officer and Chairman of
Technology Funding Inc., 2000 Alameda de las Pulgas,
San Mateo, California 94403. The principal business of
Technology Funding Inc. is acting as general partner
for funds providing financing to emerging growth
companies.
(d) During the last five years Mr. Kokesh has not been
convicted in a criminal proceeding.
(e) During the last five years Mr. Kokesh was not a party
to a civil proceeding of a judicial or administrative
body as a result of which Mr. Kokesh was or is subject
to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding
any violation with respect to such laws.
(f) United States Citizen.
Frank R. Pope (General Partner of TFL; Director and
Executive Officer of TFI)
(a) Frank R. Pope
(b) 2000 Alameda de las Pulgas
San Mateo, California 94403
(c) Executive Vice President and Secretary of Technology
Funding Inc., 2000 Alameda de las Pulgas, San Mateo,
California 94403. The principal business of Technology
Funding Inc. is acting as general partner for funds
providing financing to emerging growth companies.
(d) During the last five years Mr. Pope has not been
convicted in a criminal proceeding.
(e) During the last five years Mr. Pope was not a party to
a civil proceeding of a judicial or administrative body
as a result of which Mr. Pope was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding
any violation with respect to such laws.
(f) United States Citizen.
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 19 of 26 Pages
----------- ----
Gregory T. George (General Partner of TFL; Executive Officer
of TFI)
(a) Gregory T. George
(b) 2000 Alameda de las Pulgas
San Mateo, California 94403
(c) Group Vice President of Technology Funding Inc., 2000
Alameda de las Pulgas, San Mateo, California 94403.
The principal business of Technology Funding Inc. is
acting as general partner for funds providing financing
to emerging growth companies.
(d) During the last five years Mr. George has not been
convicted in a criminal proceeding.
(e) During the last five years Mr. George was not a party
to a civil proceeding of a judicial or administrative
body as a result of which Mr. George was or is subject
to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding
any violation with respect to such laws.
(f) United States Citizen.
Thomas J. Toy (Executive Officer of TFI)
(a) Thomas J. Toy
(b) 2000 Alameda de las Pulgas
San Mateo, California 94403
(c) Group Vice President of Technology Funding Inc., 2000
Alameda de las Pulgas, San Mateo, California 94403.
The principal business of Technology Funding Inc. is
acting as general partner for funds providing financing
to emerging growth companies.
(d) During the last five years Mr. Toy has not been
convicted in a criminal proceeding.
(e) During the last five years Mr. Toy was not a party to a
civil proceeding of a judicial or administrative body
as a result of which Mr. Toy was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding
any violation with respect to such laws.
(f) United States Citizen.
Peter F. Bernardoni (Executive Officer of TFI)
(a) Peter F. Bernardoni
(b) 2000 Alameda de las Pulgas
San Mateo, California 94403
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 20 of 26 Pages
----------- ----
(c) Vice President of Technology Funding Inc., 2000 Alameda
de las Pulgas, San Mateo, California 94403. The
principal business of Technology Funding Inc. is acting
as general partner for funds providing financing to
emerging growth companies.
(d) During the last five years Mr. Bernardoni has not been
convicted in a criminal proceeding.
(e) During the last five years Mr. Bernardoni was not a
party to a civil proceeding of a judicial or
administrative body as a result of which Mr. Bernardoni
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to federal or state
securities laws or finding any violation with respect
to such laws.
(f) United States Citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Wasatch Education Systems Corporation ("Wasatch") obtained secured
loans from TFSI III in the aggregate principal amount of $5,500,000
(the "Indebtedness") pursuant to various loan agreements between
December 31, 1991 and May 18, 1994 (individually a "Loan" and
collectively the "Loans"). TFSI III entered into participation
agreements (the "Participation Agreements") with each or some of
TFSI II, TFP I, TFP II, SF II and TFPR (collectively together with
TFSI III, the "Funds") with respect to the Loans as detailed in the
tables below. Wasatch and the Funds converted the Indebtedness
(the "Conversion") into shares of nonconvertible Series C Preferred
Stock of Wasatch and Common Stock of Wasatch (collectively the
"Shares") pursuant to a Stock Purchase Agreement executed on
October 13, 1995 (the "Purchase Agreement") with the Conversion
deemed effective as of June 30, 1995. In addition to the
conversion of the Indebtedness into the Shares, the Purchase
Agreement provided that certain warrants to purchase Common Stock
of Wasatch held by the various Funds would be amended and restated
(individually a "Warrant") and collectively the "Warrants").
In particular, the Loans are as follows:
Lender/Reporting
Person Loan Date Principal Amount
----------------- --------- ----------------
TFSI III 12/31/91 $ 3,500,000
TFSI III 4/08/92 1,000,000
TFSI III 4/16/93 300,000
TFSI III 4/14/94 200,000
TFSI III 4/29/94 250,000
TFSI III 5/18/94 250,000
Pursuant to the Participation Agreements, TFSI III retained, and
each such reporting person acquired, the following percentage
interests in amounts payable under the Loans, including a pro rata
interest in any warrants issued concurrently therewith:
December 31, 1991 Loan:
Reporting Person Percentage Interest
------------------ ---------------------
TFSI II 33.33%
TFSI III 66.67%
April 8, 1992 Loan:
Reporting Person Percentage Interest
------------------ ---------------------
TFSI II 22.5%
TFSI III 22.5%
TFP I 17.5%
TFP II 17.5%
SF II 10.0%
TFPR 10.0%
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 21 of 26 Pages
----------- ----
April 16, 1993:
Reporting Person Percentage Interest
------------------ ---------------------
TFP I 100.00%
TFSI III 0.00%
April 14, 1994 Loan:
Reporting Person Percentage Interest
------------------ ---------------------
TFSI II 50.00%
TFSI III 50.00%
April 29, 1994 Loan:
Reporting Person Percentage Interest
------------------ ---------------------
TFSI II 50.00%
TFSI III 50.00%
May 18, 1994
Reporting Person Percentage Interest
------------------ ---------------------
TFSI II 50.00%
TFSI III 50.00%
The following are the Shares to be issued pursuant to the
Conversion:
Nonconvertible
Series C Preferred
Reporting Person Common Shares Shares
---------------- ------------- ------------------
SF II 833,333 0
TFPR 833,333 0
TFP I 0 475,000
TFP II 0 175,000
TFSI II 0 1,741,550
TFSI III 0 2,908,450
--------- ---------
Total 1,666,666 5,300,000
The following are the Warrants that are to be amended and restated:
Exercise Number of
Reporting Person Issue Date Price Shares
---------------- ---------- -------- ----------
TFP I 4/25/93 $ .50 200,000
TFP I 5/05/92 $1.31 381,679
TFSI III 4/25/93 $ .50 3,083,332
$ .50 312,000/1
$ .50 177,760/2
- -------------------
1/ Warrant was not issued but was committed to by Wasatch in
consideration of 4/8/92 and 4/16/93 loans.
2/ Warrant was not issued but was committed to by Wasatch in
consideration of 4/14/94, 4/29/94 and 5/18/94 loans.
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 22 of 26 Pages
----------- ----
The following are the Warrants as amended and restated:
Exercise Number of
Reporting Person Issue Date Price Shares
---------------- ---------- -------- ---------
SF II 6/30/95 $ .50 224,000
TFPR 6/30/95 $ .50 224,000
TFP I 6/30/95 $ .50 774,000
TFP I 6/30/95 $1.31 248,092
TFP II 6/30/95 $ .50 462,000
TFSI II 6/30/95 $1.31 133,588
TFSI II 6/30/95 $ .50 959,546
TFSI III 6/30/95 $ .50 1,159,546
The other reporting person acquired their beneficial interests in
the Common Stock and the Common Stock underlying the Warrants
solely by reason of their relationships to the above-listed
reporting persons.
Item 4. Purpose of Transaction.
The purpose of the reporting persons' acquisition of the Common
Stock and the Warrants described in Item 3, which description is
incorporated herein by this reference, was to enable Wasatch to
restructure its financing. No person named in Item 2 to this
Schedule 13D has any plans or proposals which relate to or would
result in: (a) the acquisition by any such person of any additional
securities of Wasatch, or the disposition of securities of Wasatch;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Wasatch or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets
of Wasatch or any of its subsidiaries; (d) any change in the
present board of directors or management of Wasatch, including any
plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board; (e) any material change
in the present capitalization or dividend policy of Wasatch; (f)
any other material change in Wasatch's business or corporate
structure; (g) changes in Wasatch's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of Wasatch by any person; (h) causing a
class of securities of Wasatch to be listed from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of Wasatch becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or (j) any action
similar to any of the foregoing, [except as follows]:
Item 5. Interest in Securities of the Issuer.
(a) The following table sets forth the aggregate number and
percentages of the class of securities identified in Item 1
beneficially owned (identifying those shares which there is a right
to acquire) by each person named in Item 2 of this Schedule 13D.
The following information is based upon information regarding the
number of securities outstanding as supplied by Wasatch.
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 23 of 26 Pages
----------- ----
No. of Shares Percentage of Class
Beneficially Owned Beneficially Owned
---------------------- ---------------------
Reporting Right to Right to
Person Aggregate Acquire Aggregate Acquire
- ---------- --------- -------- --------- ------
SI II 959,546 959,546 21.2 21.2
SI III 1,159,546 1,159,546 24.5 24.5
TFP I 2,423,347 2,292,092 41.3 39.1
TFP II 1,488,853 1,295,588 30.6 26.6
SF II 1,143,403 244,000 30.1 5.9
TFPR 1,380,563 224,000 36.4 5.9
Technology
Funding Inc. 8,555,258 6,154,772 88.0 63.3
Technology
Funding Ltd. 8,555,258 6,154,772 88.0 63.3
Charles R.
Kokesh 8,750,958 6,292,876 88.7 63.8
Frank R.
Pope 8,652,819 6,223,870 88.4 63.6
Gregory T.
George 8,563,384 6,160,529 88.0 63.3
Thomas J.
Toy 8,555,258 6,154,772 88.0 63.3
Peter F.
Bernardoni 8,555,258 6,154,772 88.0 63.3
(b) the information contained in Items (7), (8), (9) and
(10) of the cover pages (pages 2 through 14) hereof
are incorporated herein by this reference.
(c) Inapplicable.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
The reporting persons consist of a number of investment funds under
common ownership and management, their general partners, and the
executive officers and general partners of such general partners.
On April 8, 1992, TFP 1 entered into the participation agreements
with five of the other reporting persons which are described in
Item 3 hereof and incorporated herein by this reference.
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 24 of 26 Pages
----------- ----
Item 7. Material To Be Filed As Exhibits.
A. Attached hereto as Exhibit "A" is a copy of the reporting
persons' agreement pursuant to Rule 13d-1(f)(l)(iii).
B. Attached hereto as Exhibit "B" are a copy of the form of
Participation Agreement and copies of each Exhibit A to the
Participation Agreements entered into between TFSI III and five
of the other reporting persons on December 31, 1991, July 14,
1993, February 1, 1994, April 8,1992, April 16, 1993, April 14,
1994, April 29, 1994 and May 18, 1994.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: October 23, 1995
TECHNOLOGY FUNDING SECURED INVESTORS III,
AN INCOME AND GROWTH PARTNERSHIP, L.P.,
a California limited partnership
By: TECHNOLOGY FUNDING INC.
Managing General Partner
By: /s/ Thomas J. Toy
-------------------------------
Thomas J. Toy, Vice President
Dated: October 23, 1995
TECHNOLOGY FUNDING SECURED INVESTORS II,
a California limited partnership
By: TECHNOLOGY FUNDING INC.
Managing General Partner
By: /s/ Thomas J. Toy
------------------------------
Thomas J. Toy, Vice President
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 25 of 26 Pages
----------- ----
Dated: October 23, 1995
TECHNOLOGY FUNDING PARTNERS I, L.P.,
a California limited partnership
By: TECHNOLOGY FUNDING INC.
Managing General Partner
By: /s/ Thomas J. Toy
------------------------------
Thomas J. Toy, Vice President
Dated: October 23, 1995
TECHNOLOGY FUNDING PARTNERS II, L.P.,
a California limited partnership
By: TECHNOLOGY FUNDING INC.
Managing General Partner
By: /s/ Thomas J. Toy
------------------------------
Thomas J. Toy, Vice President
Dated: October 23, 1995
SOFTWARE FUND II,
a California limited partnership
By: TECHNOLOGY FUNDING INC.
Managing General Partner
By: /s/ Thomas J. Toy
---------------------------
Thomas J. Toy, Vice President
Dated: October 23, 1995
TECHNOLOGY FUNDING PRIVATE RESERVE FUND,
a California limited partnership
By: TECHNOLOGY FUNDING INC.
Managing General Partner
By: /s/ Thomas J. Toy
------------------------------
Thomas J. Toy, Vice President
<PAGE>
CUSIP No. 936787 20 9 13D/A Page 26 of 26 Pages
----------- ----
Dated: October 23, 1995
TECHNOLOGY FUNDING INC.,
a California Corporation
By: /s/ Thomas J. Toy
------------------------------
Thomas J. Toy, Vice President
Dated: October 23, 1995
TECHNOLOGY FUNDING LTD.,
a California limited partnership
By: /s/ Frank R. Pope
-------------------------------
Frank R. Pope, General Partner
Dated: October 23, 1995
s/ Charles R. Kokesh
- ------------------------------
Charles R. Kokesh by Thomas J. Toy, his Attorney-in-Fact
Dated: October 23, 1995
/s/ Frank R. Pope
- ------------------------------
Frank R. Pope by Thomas J. Toy, his Attorney-in-Fact
Dated: October 23, 1995
/s/ Gregory T. Geroge
- ------------------------------
Gregory T. George by Thomas J. Toy, his Attorney-in-Fact
Dated: October 23, 1995
/s/ Thomas J. Toy
- ------------------------------
Thomas J. Toy
Dated: October 23, 1995
/s/ Peter F. Bernardoni
- -----------------------------
Peter F. Bernardoni by Thomas J. Toy, his Attorney-in-Fact
<PAGE>
EXHIBIT A
AGREEMENT
This will memorialize the agreement by and among all of the
undersigned that the Schedule 13D identifying each of the
undersigned as "reporting persons" and mailed to Wasatch Education
Systems Corporation ("Wasatch") and filed with the Securities and
Exchange Commission on or about October 23, 1995 with respect to
the acquisition of beneficial ownership of shares of Wasatch's
Common Stock is being filed on behalf of each of the persons
signing below. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated: October 23, 1995
TECHNOLOGY FUNDING SECURED INVESTORS III,
AN INCOME AND GROWTH PARTNERSHIP, L.P.,
a California limited partnership
By: TECHNOLOGY FUNDING INC.
Managing General Partner
By: /s/ Thomas J. Toy
------------------------------
Thomas J. Toy, Vice President
Dated: October 23, 1995
TECHNOLOGY FUNDING SECURED INVESTORS II,
a California limited partnership
By: TECHNOLOGY FUNDING INC.
Managing General Partner
By: /s/ Thomas J. Toy
------------------------------
Thomas J. Toy, Vice President
Dated: October 23, 1995
TECHNOLOGY FUNDING PARTNERS, I, L.P.,
a California limited partnership
By: TECHNOLOGY FUNDING INC.
Managing General Partner
By: /s/ Thomas J. Toy
-------------------------------
Thomas J. Toy, Vice President
Dated: October 23, 1995
TECHNOLOGY FUNDING PARTNERS II, L.P.,
a California limited partnership
By: TECHNOLOGY FUNDING INC.
Managing General Partner
By: /s/ Thomas J. Toy
------------------------------
Thomas J. Toy, Vice President
Dated: October 23, 1995
SOFTWARE FUND II,
a California limited partnership
By: TECHNOLOGY FUNDING INC.
Managing General Partner
By: /s/ Thomas J. Toy
------------------------------
Thomas J. Toy, Vice President
Dated: October 23, 1995
TECHNOLOGY FUNDING PRIVATE RESERVE FUND,
a California limited partnership
By: TECHNOLOGY FUNDING INC.
Managing General Partner
By: /s/ Thomas J. Toy
------------------------------
Thomas J. Toy, Vice President
Dated: October 23, 1995
TECHNOLOGY FUNDING INC.,
a California corporation
By: /s/ Thomas J. Toy
---------------------------------
Thomas J. Toy, Vice President
Dated: October 23, 1995
TECHNOLOGY FUNDING LTD.,
a California limited partnership
By: /s/ Frank R. Pope
------------------------------
Frank R. Pope, General Partner
Dated: October 23, 1995
/s/ Charles R. Kokesh
- ------------------------------
Charles R. Kokesh by Thomas J. Toy, his Attorney-in-Fact
Dated: October 23, 1995
/s/ Frank R. Pope
- ------------------------------
Frank R. Pope by Thomas J. Toy, his Attorney-in-Fact
Dated: October 23, 1995
/s/ Gregory T. George
- ------------------------------
Gregory T. George by Thomas J. Toy, his Attorney-in-Fact
Dated: October 23, 1995
/s/ Thomas J. Toy
- ------------------------------
Thomas J. Toy
Dated: October 23, 1995
/s/ Peter F. Bernardoni
- ------------------------------
Peter F. Bernardoni by Thomas J. Toy, his Attorney in Fact
<PAGE>
EXHIBIT B
FORM OF LOAN PARTICIPATION AGREEMENT
This LOAN PARTICIPATION AGREEMENT is between Lender (as defined
below) and Participant (as defined below).
A. RECITALS
1. Participating Interest. Lender desires to sell and Participant
desires to purchase the Participating Interest described below in
the Participation Loan as hereinafter defined.
2. Agreement. The parties have agreed that the contemplated
purchase and sale and the parties' related rights and obligations
will be as set forth in this agreement.
B. AGREEMENTS
1. Definitions. For purposes of this agreement the following
terms will have the meaning indicated:
(a) "Borrower" means the marker or makers of the promissory
note.
(b) "Participation Loan" means the loan described in Exhibit
A hereto.
(c) "Participating Interest" means the agreed participation
as a secured party in certain amounts payable under the
Participation Loan as more fully explained in paragraph B.2.
(d) "Pro Rata Share" means the percentage of the then
principal balance of the capital participation loan to be advanced
by Participant in connection with Participant's purchase of the
Participating Interest.
(e) "Payment Share" means the percentage of each payment on
the Participation Loan contemplated to be received by Participant
from time to time as specified in Exhibit A hereto.
(f) "Lender" shall be the party named on Exhibit A hereto.
(g) "Participant" shall be the party named on Exhibit A
hereto.
2. Participating Interest Sale. Lender hereby agrees to sell and
Participant hereby agrees to purchase the Participating Interest.
The sale and purchase will occur, as appropriate, as follows:
(a) If the Participation Loan has been previously
consummated, upon the later to occur of return to Lender of a fully
executed copy of this agreement or payment to Lender of the amount
to be paid by Participant for the Participating Interest; or
(b) If the Participation Loan has not been previously
consummated, upon consummation provided Participant has then both
returned to Lender a fully executed copy of this agreement and, at
Lender's option, paid Lender the amount to be paid by Participant
for the Participating Interest or delivered such amount into the
escrow established relative to the Participation Loan.
The Participating Interest is a sale of the right to receive the
Payment Share of all payments made in connection with the
Participation Loan.
3. Participation Loan Closing and Administration. The
Participation Loan has been negotiated by Lender. Participant will
not take part in any further negotiations which may precede
consummation of the Participation Loan, if such consummation has
not yet occurred. Participant further will not take part in the
administration of the Participation Loan, except as hereinafter
provided.
4. Obligation to Fund. As stated in paragraph B.2, by executing
this agreement Participant has agreed to purchase the Participating
Interest. If the Participation loan has been previously
consummated, Participant agrees to pay Lender the amount to be paid
by Participant for the Participating Interest in then available
funds at the time Participant returns a fully executed copy of this
agreement to Lender. If the Participation Loan has not been
previously consummated, Participant agrees to pay the amount to be
paid by Participant for the Participating Interest in the manner
directed by Lender pursuant to paragraph B.2 by wire transfer of
the available funds within one day of Lender's direction to make
such payment.
5. Review of Documents. By execution of this agreement
Participant also acknowledges that Participant has reviewed such
documents as Participant has deemed appropriate in connection with
the Participation Loan and has made its decision to purchase the
Participating Interest based upon such review and whatever further
advice of Participant's own counsels as Participant has deemed
appropriate. Participant further acknowledges that Lender has made
no representation whatsoever as to the ability of any party
obligated thereunder to make any payment contemplated thereby or
any other matter with respect to the Participation Loan and that
Lender is in no way a guarantor or surety of the performance by any
party of its obligations under the Participation Loan.
6. Participating Interest Remittances. Within one day of receipt
by Lender of any payment in connection with the Participation Loan,
Lender will remit to Participant the Payment Share of any payment
to which Participant is entitled and any other included amounts to
which Participant may be entitled hereunder. These remittances
will be made by mailing Lender's check in the amount of such funds
to Participant. In the event that the Lender (a) fails to remit
such payment to Participant, fails to perform or observe any other
covenant, condition or agreement to be performed or observed by
Lender hereunder, (b) or breaches any representation or provision
contained herein, (c) or shall be adjudicated insolvent or
bankrupt, or cease, be unable, or admit in writing its inability to
pay its debts as they mature or make a general assignment for the
benefit of, or enter into any composition or arrangement with
creditors, (d) or apply for or consent to the appointment of a
receiver, trustee or liquidator of it or of a substantial part of
its property, (e) or authorize or file a voluntary petition in
bankruptcy or apply for or consent to the application of any
bankruptcy, reorganization in bankruptcy, arrangement, readjustment
of debt, insolvency, dissolution, moratorium or other similar law
of any jurisdiction or authorize such application or consent, then
Participant shall have the right, after notice to Borrower and
Lender, to instruct and require Borrower to make all future
payments directly to Participant at an address to be designated by
Participant and Participant shall disburse to Lender its pro rata
share. Lender hereby appoints Participant and each of its officers
as the Lender's attorney-in-fact without any right or revocation
and with full power of substitution, to endorse without recourse
Lender's name upon any and all notes, checks, drafts or other
instruments for the payment of money received by Participant which
are payable to the Lender in respect to the Participation Loan.
Any remittances made by Lender to Participant will be made by
mailing Lender's check in the amount of Participant's payment share
to Participant. Until so remitted, all such money shall be held by
Lender in trust for Participant even though the same may have been
commingled with the Lender's assets as a convenience to the Lender.
In addition, Lender shall provide to Participant, Lender's standard
participation accounting reports in effect from time to time
promptly following their generation.
7. Participation Loan Collections. Lender has the exclusive right
to, and will use reasonable efforts in attempting to, collect any
and all items (including, but not limited to, interest and
principal payments and expense reimbursements) due or collectible
in connection with the Participation Loan.
8. Default By Borrower. If either party acquires any knowledge of
a default in connection with the Participation Loan or any matter
which, in its judgment, such party deems may affect the
collectibility of the Participation Loan, then the party having
such knowledge will with reasonable promptness, notify the other
party in writing, and the parties will thereafter consult as
appropriate regarding any action to be taken in connection
therewith. Lender has the responsibility to implement any actions
determined to be appropriate and in connection therewith may
contract with such agents as Lender may deem appropriate. In the
event of a disagreement as the appropriate course of action in a
given instance, the decision of Lender will govern; provided that
Participant may purchase Lender's rights, title and interest in and
to and duties and obligations in connection with the Participation
Loan by payment to Lender of its then principal investment in and
accrued interest on the Participation Loan. In such event Lender
will execute and deliver to Participant such documents as
Participant reasonably requests to evidence such purchase. Upon
request of Lender, Participant will reimburse Lender the Pro Rata
Share of any expenses Lender incurs in enforcing the Participation
Loan.
9. Other Management Functions. Except as provided in this
paragraph B.6 above, Lender has sole responsibility for the
management of all other matters pertaining to the Participation
Loan.
10. Limits of Lender's Duties. Lender has no duties or
responsibilities except those expressly set forth in this
agreement. Except as expressly set forth herein, Lender does not
have any obligations to Participant relative to the Participation
Loan, and nothing in this agreement is intended to or is to be so
construed as to impose upon Lender any obligations in respect of
the Participation Loan except as expressly set forth herein.
11. Lender's Duty of Care. Participant hereby acknowledges that
Lender, in the performance of its duties and obligations hereunder,
shall only be obligated to exercise that degree of ordinary care
which Lender exercises in the conduct and management of loans
similar to the Participation Loan. With regard to any action
related to the Participation Loan requested by Participant and not
desired by Lender, Lender will be fully justified in failing or
refusing to take such action unless it is first indemnified to its
satisfaction by Participant against any and all liability and
expense which may be incurred by Lender by reason of taking such
action.
12. Lender Warranties. Lender hereby represents and warrants to
Participant that at the time Lender executes this agreement:
(a) The execution, delivery and performance of this agreement
have been duly authorized by all requisite corporate action of
Lender, and the individual executing on behalf of Lender is
authorized to do so;
(b) Lender is the owner of the Participation Loan and has the
right to sell to Participant the Participation Interest therein;
(c) Lender has no actual knowledge of any fact which in
Lender's opinion would materially adversely affect the
collectibility of the Participation Loan which it has not disclosed
to Participant;
(d) Lender has provided Participant all current credit
information Lender has as to the parties obligated in connection
with the Participation Loan requested by Participant, and any
information provided is, to the best of Lender's knowledge, true,
complete and accurate as to the subject matter thereof, except as
otherwise noted by Lender.
(e) This Loan Participation Agreement, the Loan and Security
Agreement, the Registration Rights Agreement and the Letter
Agreement are valid, enforceable and binding, and do not contravene
any other contract to which Lender is or hereafter shall be a
party.
(f) This agreement constitutes the legal, valid and binding
obligation of Lender, enforceable in accordance with its terms;
(g) The promissory notes represent existing valid obligations
legally enforceable in accordance with the terms thereof based on
actual and bonafide extension of secured credit to named Borrower
which has been finally accepted by the Borrower and for which the
Borrower is unconditionally liable to make payment in the amount
stated in the promissory notes without right of rejection, return,
off-set, defense, counterclaim, discount or reduction;
(h) All necessary filings, recordings, and giving of notice
have been made and necessary waivers and consents have been
obtained so as to enable Lender to obtain an enforceable judgment
against the Borrower for the unpaid balance of the promissory notes
or in the event the Lender is unable to obtain an enforceable
judgment against the Borrower because of the intervention of
bankruptcy, receivership,
(i) Reorganization or other proceedings involving creditors
generally, to enable Lender to acquire possession of collateral
securing said notes and to liquidate said collateral;
(j) The loan evidenced by the promissory notes will not
result in or constitute a violation of the usury laws of the State
of California.
13. Participant Warranties. Participant hereby represents and
warrants to Lender that at the time Participant executes this
agreement:
(a) Participant has received all authorizations of its Board
of Directors, Shareholders, Stockholders and such other bodies or
persons as are necessary to authorize Participant's purchase of the
Participation Interest, Participant's execution and delivery of
this agreement and Participant's carrying out the purpose and terms
of this agreement and the individual executing this agreement is
authorized to do so;
(b) Participant has the financial ability to fund the Pro
Rata Share in accordance with the terms of this agreement; and
(c) Participant is acquiring the Participating Interest for
its own account for investment and not with a view towards resale,
transfer, or distribution.
14. Further Transfers Of Interests In The Participation Loan And
Further Advances By Lender To Borrower. Lender will not, without
the prior written consent of Participant, assign this agreement or
any rights hereunder except that Lender has the right to sell
additional participating interests in its portion of the
Participation Loan provided that in no event will such sale (as
opposed to subsequent buyout of Lender's position by another
participant in the Participation Loan) relieve Lender of any of its
duties or obligations hereunder with respect to the Participation
Loan (including, more particularly, Lender's being the record owner
of the Participation Loan and providing the services for
Participant as herein provided) and in any event no such sale shall
result in Lender reducing its interest in the Participation Loan to
less than ten percent (10.00%) of the balance thereof. It is
recognized by both parties that Borrower is a customer of Lender
and it is the desire of Lender to at all times have the right and
option to continue that relationship to the end that if Borrower
requests additional financing, Lender may provide such financing,
so long as the same is subject and subordinate to the Participation
Loan. Participant may not, without Lender's consent, assign
expenditures in connection with the Participation Loan.
Participant may, however, assign the Participating Interest.
Lender shall acknowledge any such assignment in any manner
reasonably requested by Participant.
15. Amounts Payable Only To Lender. As stated in paragraph B.2,
the purchase of the Participating Interest entails the right to
receive only certain funds received in connection with the
Participation Loan. Accordingly, Lender will be entitled to retain
the following:
(a) Any payment of principal or interest paid in excess of
the Payment Share to be Received by Participant;
( b) Any other fees and charges received by Lender in
connection with the Participation Loan not specifically reserved to
the Participant hereunder.
16. Notices. Any notice or consent required or permitted to be
given hereunder must be in writing and may be served personally or
by mail or by telegraph; if served by mail, it shall be by
registered or certified mail with evidence of post office mailing
and return receipt requested; additionally if served by mail or
telegraph, it shall be addressed as shown on Exhibit A hereto. Any
written notice shall be deemed received at the time of personal
delivery, if given by telegraph upon the date of receipt, or if
given by mail, then on the earlier of the date shown on the
addressee's registry or certification of receipt or two (2) days
after the mailing thereof as hereinabove provided. Either party
may, by written notice to the other party as provided herein,
specify a different address or additional addresses for notice
purposes.
17. No Brokers. Lender and Participant each warrant to the other
that they have had no dealings with any agent or broker in
connection with the negotiation of this agreement and hereby agree
to indemnify and hold the other harmless from any cost, expense or
liability for any compensation, commission or charges claimed by
any agent or broker with respect to this agreement or the sale of
the Participating Interest pursuant to the provisions hereof.
18. Securities Laws. Participant releases Lender to the maximum
extent permissible under law from any liability under state or
federal securities laws arising from the failure of Lender to
register the Participating Interest. Participant and Lender
acknowledge that it is their respective analysis that the
Participating Interest is either not a security under federal or
state law or, if a security, is exempt from registration or
qualification.
19. Setoffs. If Lender receives funds as to Borrower or any
guarantor of the Participation Loan by way of setoff and there is
then a default under the Participation Loan, Participant shall
receive no less than the proportionate interest of such setoff
amounts which Participant's principal balance with respect to the
Participation Loan bear to the then outstanding principal balance
of all advances by Lender to Borrower (treating any guarantees as
part thereof) or to all then outstanding obligations of the
guarantor (including both guaranty and debt obligations) to Lender,
as appropriate.
20. General. Each party hereto shall pay its own attorneys' fees
incurred in connection with the negotiation and execution of this
agreement. If any lawsuit or proceeding is brought by either party
hereto to enforce the terms of this agreement, the unsuccessful
party in such proceeding hereby agrees to pay the prevailing party
all its court costs and reasonable attorneys' fees incurred in
bringing or defending such action. Venue for any action relating
to this agreement will be in an appropriate court in San Mateo
County, California. Whenever in this agreement the consent or
approval of either party is sought, such consent or approval will
be deemed given unless written disapproval is given no later than
five (5) days after receipt of written request therefore. Except
as expressly set forth herein, this agreement and the terms and
provisions hereof shall be binding upon and insure to the benefit
of the parties hereto and their respective successors and assigns.
This agreement constitutes the entire agreement between the parties
hereto with respect to its subject matter, supersedes all prior and
contemporaneous agreements between the parties with respect to that
subject matter and may not be modified, amended or otherwise
changed in any manner except by a writing executed by the party to
be charged. If any term or provision of this agreement or the
application thereof is held invalid or unenforceable as to any
party, the balance of the agreement will not be affected thereby,
and each remaining term and provision of this agreement will be
valid and enforceable to the fullest extent permitted by law. For
purposes of this agreement, time is of the essence. It is agreed
that the laws of the State of California will be applicable to the
interpretation of this agreement. Paragraph headings in this
agreement are for convenience only and not an aid in
interpretation.
Exhibit A follows and is included in this agreement in its
entirety.
<PAGE>
DECEMBER 31, 1991 LOAN
- -----------------------
EXHIBIT A
1. Lender: Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
2. Participant: Technology Funding Secured Investors II
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
3. Borrower: Wasatch Education Systems Corporation
Address: 5250 South 300 West, Suite 350
Salt Lake City, UT 84107
4. Participation
Loan Amount: $2,000,000.00
5. Note Dated: December 31, 1991
6. Pro Rata Share: 50% ($1,000,000.00)
7. Payment Share 50% of all payments
8. Warrant Interest
of Participant: 50% of Warrant with an initial aggregate
purchase price of $500,000.00.
IN WITNESS WHEREOF, the parties have caused this Loan Participation
Agreement to be executed effective as of December 31, 1991.
PARTICIPANT:
Technology Funding Secured Investors II,
a California Limited Partnership
By: Technology Funding Inc.
General Partner
By: /s/ M. David Titus
Title: Vice President
LENDER:
Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
By: Technology Funding Inc.
General Partner
By: /s/ M. David Titus
Title: Vice President
<PAGE>
PARTICIPATION CERTIFICATE
TECHNOLOGY FUNDING SECURED INVESTORS III, AN INCOME AND GROWTH
PARTNERSHIP, L.P. (Lender") , hereby acknowledges that there has
been allotted this date to TECHNOLOGY FUNDING SECURED INVESTORS II,
("Participant"), a participation of $1,000,000.00 in an advance of
$2,000,000.00 made pursuant to that certain Loan dated December 31,
1991 between WASATCH EDUCATION SYSTEMS CORPORATION (Borrower") and
Lender.
This Certificate shall supersede all previous Certificates. It is
issued pursuant to, and the participation evidenced hereby is
subject to, the terms of the Participation Agreement dated December
31, 1991 between the Lender and the Participant, to which reference
is hereby made.
TECHNOLOGY FUNDING SECURED INVESTORS III,
AN INCOME AND GROWTH PARTNERSHIP, L.P.
a California Limited Partnership
By: TECHNOLOGY FUNDING INC.
General Partner
By: /s/ M. David Titus
Title: Vice President
<PAGE>
JULY 14, 1993 LOAN
- ------------------
EXHIBIT A
1. Lender: Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
2. Participant: Technology Funding Secured Investors II
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
3. Borrower: Wasatch Education Systems Corporation
Address: 5250 South 300 West, Suite 350
Salt Lake City, UT 84107
4. Participation
Loan Amount: $3,000,000.00
5. Note Dated: Originally dated December 31, 1991,
amended September 30, 1992, June 25, 1993
and July 14, 1993
6. Pro Rata Share: 33.33% ($1,000,000.00)
7. Payment Share 33.33% of all payments
8. Warrant Interest
of Participant: 33.33% of Warrants with initial Aggregate
Purchase Price of $25,000.00
IN WITNESS WHEREOF, the parties have caused this Loan Participation
Agreement to be executed effective as of July 14, 1993.
PARTICIPANT:
Technology Funding Secured Investors II,
a California Limited Partnership
By: Technology Funding Inc.
General Partner
By: /s/ Gregory T. George
Title: Vice President
LENDER:
Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
By: Technology Funding Inc.
General Partner
By: /s/ Gregory T. George
Title: Vice President
<PAGE>
PARTICIPATION CERTIFICATE
TECHNOLOGY FUNDING SECURED INVESTORS III, AN INCOME AND GROWTH
PARTNERSHIP, L.P. (Lender") , hereby acknowledges that there has
been allotted this date to TECHNOLOGY FUNDING SECURED INVESTORS II,
L.P. ("Participant"), a participation of $1,000,000.00 in an
advance of $3,000,000.00 made pursuant to that certain Loan dated
July 14, 1993 between WASATCH EDUCATION SYSTEMS CORPORATION
(Borrower") and TECHNOLOGY FUNDING SECURED INVESTORS III, an Income
and Growth Partnership, L.P.
This Certificate shall supersede all previous Certificates. It is
issued pursuant to, and the participation evidenced hereby is
subject to, the terms of the Participation Agreement dated July 14,
1994 between the Lender and the Participant, to which reference is
hereby made.
TECHNOLOGY FUNDING SECURED INVESTORS III,
AN INCOME AND GROWTH PARTNERSHIP, L.P.
a California Limited Partnership
By: TECHNOLOGY FUNDING INC.
General Partner
By: /s/ Gregory T. George
Title: Vice President
<PAGE>
FEBRUARY 1, 1994 LOAN
- ---------------------
EXHIBIT A
1. Lender: Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
2. Participant: Technology Funding Secured Investors II
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
3. Borrower: Wasatch Education Systems Corporation
Address: 5250 South 300 West, Suite 350
Salt Lake City, UT 84107
4. Participation
Loan Amount: $500,000.00
5. Note Dated: Originally dated December 31, 1991,
restated July 14, 1993 and amended
February 1, 1994
6. Pro Rata Share: 33.33% ($166,650.00)
7. Payment Share 33.33% of all payments
8. Warrant Interest
of Participant: 33.33% of Warrants with initial Aggregate
Purchase Price of $275,000.00
IN WITNESS WHEREOF, the parties have caused this Loan Participation
Agreement to be executed effective as of February 1, 1994.
PARTICIPANT:
Technology Funding Secured Investors II,
a California Limited Partnership
By: Technology Funding Inc.
General Partner
By:/s/ Gregory T. George
Title: Vice President
LENDER:
Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
By: Technology Funding Inc.
General Partner
By: /s/ Gregory T. George
Title: Vice President
<PAGE>
PARTICIPATION CERTIFICATE
TECHNOLOGY FUNDING SECURED INVESTORS III, AN INCOME AND GROWTH
PARTNERSHIP, L.P. (Lender") , hereby acknowledges that there has
been allotted this date to TECHNOLOGY FUNDING SECURED INVESTORS II,
L.P. ("Participant"), a participation of $166,650.00 in an advance
of $500,000.00 made pursuant to that certain Loan dated February 1,
1994 between WASATCH EDUCATION SYSTEMS CORPORATION (Borrower") and
TECHNOLOGY FUNDING SECURED INVESTORS III, an Income and Growth
Partnership, L.P.
This Certificate shall supersede all previous Certificates. It is
issued pursuant to, and the participation evidenced hereby is
subject to, the terms of the Participation Agreement dated February
1, 1994 between the Lender and the Participant, to which reference
is hereby made.
TECHNOLOGY FUNDING SECURED INVESTORS III,
AN INCOME AND GROWTH PARTNERSHIP, L.P.
a California Limited Partnership
By: TECHNOLOGY FUNDING INC.
General Partner
By: /s/ Gregory T. George
Title: Vice President
<PAGE>
APRIL 8, 1992 LOAN (TFP I)
- --------------------------
EXHIBIT A
1. Lender: Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
2. Participant: Technology Funding Partners I
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
3. Borrower: Wasatch Education Systems Corporation
Address: 5250 South 300 West, Suite 350
Salt Lake City, UT 84107
4. Participation
Loan Amount: $1,000,000.00
5. Note Dated: April 8, 1992
6. Pro Rata Share: 17.5% ($175,000.00)
7. Payment Share 17.5% of all payments
8. Warrant Interest
of Participant: 17.5% of Common Stock Warrant, subject to
adjustment.
IN WITNESS WHEREOF, the parties have caused this Loan Participation
Agreement to be executed effective as of April 8, 1992.
PARTICIPANT:
Technology Funding Partners I, L.P.
a California Limited Partnership
By: Technology Funding Inc.
General Partner
By: /s/ John Tingleff
Title: Vice President
LENDER:
Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
By: Technology Funding Inc.
General Partner
By: /s/ John Tingleff
Title: Vice President
<PAGE>
PARTICIPATION CERTIFICATE
TECHNOLOGY FUNDING SECURED INVESTORS III, AN INCOME AND GROWTH
PARTNERSHIP, L.P. (Lender") , hereby acknowledges that there has
been allotted this date to TECHNOLOGY FUNDING PARTNERS I,
("Participant"), a participation of $175,000 in an advance of
$1,000,000.00 made pursuant to that certain Loan dated April 8,
1992 between WASATCH EDUCATION SYSTEMS CORPORATION (Borrower") and
Lender.
Through the period covered by this Certificate, loan advances by
Lender total $1,000,000.00 and receipts from Participant total
$175,000.00 exclusive of principal repayments made by Borrower, if
any, and the return of Participant's share of such repayments.
This Certificate shall supersede all previous Certificates. It is
issued pursuant to, and the participation evidenced hereby is
subject to, the terms of the Participation Agreement dated April 8,
1992 between the Lender and the Participant, to which reference is
hereby made.
TECHNOLOGY FUNDING SECURED INVESTORS III,
AN INCOME AND GROWTH PARTNERSHIP, L.P.
a California Limited Partnership
By: TECHNOLOGY FUNDING INC.
General Partner
By: /s/ John Tingleff
Title: Vice President
<PAGE>
APRIL 8, 1992 LOAN (TFP II)
- ---------------------------
EXHIBIT A
1. Lender: Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
2. Participant: Technology Funding Partners II, L.P.,
a California Limited Partnership
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
3. Borrower: Wasatch Education Systems Corporation
Address: 5250 South 300 West, Suite 350
Salt Lake City, UT 84107
4. Participation
Loan Amount: $1,000,000.00
5. Note Dated: April 8, 1992
6. Pro Rata Share: 17.5% ($175,000.00)
7. Payment Share 17.5% of all payments
8. Warrant Interest
of Participant: 17.5% of Common Stock Warrant, subject to
adjustment.
IN WITNESS WHEREOF, the parties have caused this Loan Participation
Agreement to be executed effective as of April 8, 1992.
PARTICIPANT:
Technology Funding Partners II,
a California Limited Partnership
By: Technology Funding Inc.
General Partner
By: /s/ John Tingleff
Title: Vice President
LENDER:
Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
By: Technology Funding Inc.
General Partner
By: /s/ John Tingleff
Title: Vice President
<PAGE>
PARTICIPATION CERTIFICATE
TECHNOLOGY FUNDING SECURED INVESTORS III, AN INCOME AND GROWTH
PARTNERSHIP, L.P. (Lender") , hereby acknowledges that there has
been allotted this date to TECHNOLOGY FUNDING PARTNERS II,
("Participant"), a participation of $175,000.00 in an advance of
$1,000,000.00 made pursuant to that certain Loan dated April 8,
1992 between WASATCH EDUCATION SYSTEMS CORPORATION (Borrower") and
Lender.
Through the period covered by this Certificate, loan advances by
Lender total $1,000,000.00 and receipts from Participant total
$175,000.00 exclusive of principal repayments made by Borrower, if
any, and the return of Participant's share of such repayments.
This Certificate shall supersede all previous Certificates. It is
issued pursuant to, and the participation evidenced hereby is
subject to, the terms of the Participation Agreement dated April 8,
1992 between the Lender and the Participant, to which reference is
hereby made.
TECHNOLOGY FUNDING SECURED INVESTORS III,
AN INCOME AND GROWTH PARTNERSHIP, L.P.
a California Limited Partnership
By: TECHNOLOGY FUNDING INC.
General Partner
By: /s/ John Tingleff
Title: Vice President
<PAGE>
APRIL 8, 1992 LOAN (TFSI II)
- ----------------------------
EXHIBIT A
1. Lender: Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
2. Participant: Technology Funding Secured Investors II
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
3. Borrower: Wasatch Education Systems Corporation
Address: 5250 South 300 West, Suite 350
Salt Lake City, UT 84107
4. Participation
Loan Amount: $1,000,000.00
5. Note Dated: April 8, 1992
6. Pro Rata Share: 22.5% ($225,000.00)
7. Payment Share 22.5% of all payments.
8. Warrant Interest
of Participant: 22.5% of Common Stock Warrant, subject to
adjustment.
IN WITNESS WHEREOF, the parties have caused this Loan Participation
Agreement to be executed effective as of April 8, 1992.
PARTICIPANT:
Technology Funding Secured Investors II,
a California Limited Partnership
By: Technology Funding Inc.
General Partner
By: /s/ John Tingleff
Title: Vice President
LENDER:
Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
By: Technology Funding Inc.
General Partner
By: /s/ John Tingleff
Title: Vice President
<PAGE>
PARTICIPATION CERTIFICATE
TECHNOLOGY FUNDING SECURED INVESTORS III, AN INCOME AND GROWTH
PARTNERSHIP, L.P. (Lender") , hereby acknowledges that there has
been allotted this date to TECHNOLOGY FUNDING SECURED INVESTORS II,
("Participant"), a participation of $225,000.00 in an advance of
$1,000,00.00 made pursuant to that certain Loan dated April 8, 1992
between WASATCH EDUCATION SYSTEMS CORPORATION (Borrower") and
Lender.
Through the period covered by this Certificate, loan advances by
Lender total $1,000,000.00 and receipts from Participant total
$225,000.00 exclusive of principal repayments made by Borrower, if
any, and the return of Participant's share of such repayments.
This Certificate shall supersede all previous Certificates. It is
issued pursuant to, and the participation evidenced hereby is
subject to, the terms of the Participation Agreement dated April 8,
1992 between the Lender and the Participant, to which reference is
hereby made.
TECHNOLOGY FUNDING SECURED INVESTORS III,
AN INCOME AND GROWTH PARTNERSHIP, L.P.
a California Limited Partnership
By: TECHNOLOGY FUNDING INC.
General Partner
By: /s/ John Tingleff
Title: Vice President
<PAGE>
APRIL 8, 1992 (SF II)
- ---------------------
EXHIBIT A
1. Lender: Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
2. Participant: Software Fund II
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
3. Borrower: Wasatch Education Systems Corporation
Address: 5250 South 300 West, Suite 350
Salt Lake City, UT 84107
4. Participation
Loan Amount: $1,000,000.00
5. Note Dated: April 8, 1992
6. Pro Rata Share: 10% ($100,000.00)
7. Payment Share 10% of all payments
8. Warrant Interest
of Participant: 10% of Common Stock Warrant, subject to
adjustment.
IN WITNESS WHEREOF, the parties have caused this Loan Participation
Agreement to be executed effective as of April 8, 1992.
PARTICIPANT:
Software Fund II
By: Technology Funding Inc.
General Partner
By: /s/ John Tingleff
Title: Vice President
LENDER:
Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
By: Technology Funding Inc.
Managing General Partner
By: /s/ John Tingleff
Title: Vice President
<PAGE>
PARTICIPATION CERTIFICATE
TECHNOLOGY FUNDING SECURED INVESTORS III, AN INCOME AND GROWTH
PARTNERSHIP, L.P. (Lender") , hereby acknowledges that there has
been allotted this date to SOFTWARE FUND II, ("Participant"), a
participation of $100,000.00 in an advance of $1,000,000.00 made
pursuant to that certain Loan dated April 8, 1992 between WASATCH
EDUCATION SYSTEMS CORPORATION (Borrower") and Lender.
Through the period covered by this Certificate, loan advances by
Lender total $1,000,000.00 and receipts from Participant total
$100,000.00 exclusive of principal repayments made by Borrower, if
any, and the return of Participant's share of such repayments.
This Certificate shall supersede all previous Certificates. It is
issued pursuant to, and the participation evidenced hereby is
subject to, the terms of the Participation Agreement dated April 8,
1992 between the Lender and the Participant, to which reference is
hereby made.
TECHNOLOGY FUNDING SECURED INVESTORS III,
AN INCOME AND GROWTH PARTNERSHIP, L.P.
a California Limited Partnership
By: TECHNOLOGY FUNDING INC.
General Partner
By: /s/ John Tingleff
Title: Vice President
<PAGE>
APRIL 8, 1992 (TFPR)
- --------------------
EXHIBIT A
1. Lender: Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
2. Participant: Technology Funding Private Reserve Fund,
a California Limited Partnership
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
3. Borrower: Wasatch Education Systems Corporation
Address: 5250 South 300 West, Suite 350
Salt Lake City, UT 84107
4. Participation
Loan Amount: $1,000,000.00
5. Note Dated: April 8, 1992
6. Pro Rata Share: 10% ($100,000.00)
7. Payment Share 10% of all payments
8. Warrant Interest
of Participant: 10% of Common Stock Warrant, subject to
adjustment.
IN WITNESS WHEREOF, the parties have caused this Loan Participation
Agreement to be executed effective as of April 8, 1992.
PARTICIPANT:
TECHNOLOGY FUNDING PRIVATE RESERVE FUND,
a California Limited Partnership
By: Technology Funding Inc.
General Partner
By: /s/ John Tingleff
Title: Vice President
LENDER:
Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
By: Technology Funding Inc.
Managing General Partner
By: /s/ John Tingleff
Title: Vice President
<PAGE>
PARTICIPATION CERTIFICATE
TECHNOLOGY FUNDING SECURED INVESTORS III, AN INCOME AND GROWTH
PARTNERSHIP, L.P. (Lender") , hereby acknowledges that there has
been allotted this date to TECHNOLOGY FUNDING PRIVATE RESERVE,
("Participant"), a participation of $100,000.00 in an advance of
$1,000,000.00 made pursuant to that certain Loan dated April 8,
1992 between WASATCH EDUCATION SYSTEMS CORPORATION (Borrower") and
Lender.
Through the period covered by this Certificate, loan advances by
Lender total $1,000,000.00 and receipts from Participant total
$100,000.00 exclusive of principal repayments made by Borrower, if
any, and the return of Participant's share of such repayments.
This Certificate shall supersede all previous Certificates. It is
issued pursuant to, and the participation evidenced hereby is
subject to, the terms of the Participation Agreement dated April 8,
1992 between the Lender and the Participant, to which reference is
hereby made.
TECHNOLOGY FUNDING SECURED INVESTORS III,
AN INCOME AND GROWTH PARTNERSHIP, L.P.
a California Limited Partnership
By: TECHNOLOGY FUNDING INC.
General Partner
By: /s/ John Tingleff
Title: Vice President
<PAGE>
APRIL 16, 1993 LOAN
- -------------------
EXHIBIT A
1. Lender: Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
2. Participant: Technology Funding Partners I, L.P.,
a California Limited Partnership
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
3. Borrower: Wasatch Education Systems Corporation
Address: 5250 South 300 West, Suite 350
Salt Lake City, UT 84107
4. Participation
Loan Amount: $300,000.00
5. Note Dated: April 16, 1993
6. Pro Rata Share: 100% ($300,000.00)
7. Payment Share 100% of all payments
8. Warrant Interest
of Participant: 100% of Warrant with initial Aggregate
Purchase Price of $75,000.00
IN WITNESS WHEREOF, the parties have caused this Loan Participation
Agreement to be executed effective as of April 16, 1993.
PARTICIPANT:
TECHNOLOGY FUNDING PARTNERS I, L.P.,
a California Limited Partnership
By: Technology Funding Inc.
General Partner
By: /s/ Thomas J. Toy
Title: Vice President
LENDER:
Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
By: Technology Funding Inc.
Managing General Partner
By: /s/ Thomas J. Toy
Title: Vice President
<PAGE>
PARTICIPATION CERTIFICATE
TECHNOLOGY FUNDING SECURED INVESTORS III, AN INCOME AND GROWTH
PARTNERSHIP, L.P. (Lender") , hereby acknowledges that there has
been allotted this date to TECHNOLOGY FUNDING PARTNERS I,
("Participant"), a participation of $300,000.00 in an advance of
$300,000.00 made pursuant to that certain Loan dated April 16, 1992
between WASATCH EDUCATION SYSTEMS CORPORATION (Borrower") and
Lender.
Through the period covered by this Certificate, loan advances by
Lender total $300,000.00 and receipts from Participant total
$300,000.00 exclusive of principal repayments made by Borrower, if
any, and the return of Participant's share of such repayments.
This Certificate shall supersede all previous Certificates. It is
issued pursuant to, and the participation evidenced hereby is
subject to, the terms of the Participation Agreement dated April
16, 1993 between the Lender and the Participant, to which reference
is hereby made.
TECHNOLOGY FUNDING SECURED INVESTORS III,
AN INCOME AND GROWTH PARTNERSHIP, L.P.
a California Limited Partnership
By: TECHNOLOGY FUNDING INC.
General Partner
By: /s/ Thomas J. Toy
Title: Vice President
<PAGE>
APRIL 14, 1994 LOAN
- -------------------
EXHIBIT A
1. Lender: Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
2. Participant: Technology Funding Secured Investors II
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
3. Borrower: Wasatch Education Systems Corporation
Address: 5250 South 300 West, Suite 350
Salt Lake City, UT 84107
4. Participation
Loan Amount: $200,000.00
5. Note Dated: April 14, 1994
6. Pro Rata Share: 50% ($100,000.00)
7. Payment Share 50% of all payments
8. Warrant Interest
of Participant: 50% of Warrant with initial Aggregate
Purchase Price of $24,000.00
IN WITNESS WHEREOF, the parties have caused this Loan Participation
Agreement to be executed effective as of April 14, 1994.
PARTICIPANT:
Technology Funding Secured Investors II,
a California Limited Partnership
By: Technology Funding Inc.
Managing General Partner
By: /s/ Thomas J. Toy
Title: Vice President
LENDER:
Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
By: Technology Funding Inc.
Managing General Partner
By: /s/ Thomas J. Toy
Title: Vice President
<PAGE>
PARTICIPATION CERTIFICATE
TECHNOLOGY FUNDING SECURED INVESTORS III, AN INCOME AND GROWTH
PARTNERSHIP, L.P. (Lender") , hereby acknowledges that there has
been allotted this date to TECHNOLOGY FUNDING SECURED INVESTORS II,
("Participant"), a participation of $100,000.00 in an advance of
$200,000.00 made pursuant to that certain Loan dated April 14, 1994
between WASATCH EDUCATION SYSTEMS CORPORATION (Borrower") and
Lender.
Through the period covered by this Certificate, loan advances by
Lender total $200,000.00 and receipts from Participant total
$100,000.00 exclusive of principal repayments made by Borrower, if
any, and the return of Participant's share of such repayments.
This Certificate shall supersede all previous Certificates. It is
issued pursuant to, and the participation evidenced hereby is
subject to, the terms of the Participation Agreement dated April
14, 1994 between the Lender and the Participant, to which reference
is hereby made.
TECHNOLOGY FUNDING SECURED INVESTORS III,
AN INCOME AND GROWTH PARTNERSHIP, L.P.
a California Limited Partnership
By: TECHNOLOGY FUNDING INC.
Managing General Partner
By: /s/ Thomas J. Toy
Title: Vice President
<PAGE>
APRIL 29, 1994 LOAN
- -------------------
EXHIBIT A
1. Lender: Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
2. Participant: Technology Funding Secured Investors II
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
3. Borrower: Wasatch Education Systems Corporation
Address: 5250 South 300 West, Suite 350
Salt Lake City, UT 84107
4. Participation
Loan Amount: $250,000.00
5. Note Dated: April 29, 1994
6. Pro Rata Share: 50% ($125,000.00)
7. Payment Share 50% of all payments
8. Warrant Interest
of Participant: 50% of Warrant with initial Aggregate
Purchase Price of $50,000.00
IN WITNESS WHEREOF, the parties have caused this Loan Participation
Agreement to be executed effective as of April 29, 1994.
PARTICIPANT:
Technology Funding Secured Investors II,
a California Limited Partnership
By: Technology Funding Inc.
Managing General Partner
By: /s/ Thomas J. Toy
Title: Vice President
LENDER:
Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
By: Technology Funding Inc.
Managing General Partner
By: /s/ Thomas J. Toy
Title: Vice President
<PAGE>
PARTICIPATION CERTIFICATE
TECHNOLOGY FUNDING SECURED INVESTORS III, AN INCOME AND GROWTH
PARTNERSHIP, L.P. (Lender") , hereby acknowledges that there has
been allotted this date to TECHNOLOGY FUNDING SECURED INVESTORS II,
("Participant"), a participation of $125,000.00 in an advance of
$250,000.00 made pursuant to that certain Loan dated April 29, 1994
between WASATCH EDUCATION SYSTEMS CORPORATION (Borrower") and
Lender.
Through the period covered by this Certificate, loan advances by
Lender total $250,000.00 and receipts from Participant total
$125,000.00 exclusive of principal repayments made by Borrower, if
any, and the return of Participant's share of such repayments.
This Certificate shall supersede all previous Certificates. It is
issued pursuant to, and the participation evidenced hereby is
subject to, the terms of the Participation Agreement dated April
29, 1994 between the Lender and the Participant, to which reference
is hereby made.
TECHNOLOGY FUNDING SECURED INVESTORS III,
AN INCOME AND GROWTH PARTNERSHIP, L.P.
a California Limited Partnership
By: TECHNOLOGY FUNDING INC.
Managing General Partner
By: /s/ Thomas J. Toy
Title: Vice President
<PAGE>
MAY 18, 1994 LOAN
- -----------------
EXHIBIT A
1. Lender: Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
2. Participant: Technology Funding Secured Investors II
Address: 2000 Alameda de las Pulgas
San Mateo, CA 94403
3. Borrower: Wasatch Education Systems Corporation
Address: 5250 South 300 West, Suite 350
Salt Lake City, UT 84107
4. Participation
Loan Amount: $250,000.00
5. Note Dated: May 18, 1994
6. Pro Rata Share: 50% (125,000.00)
7. Payment Share 50% of all payments
8. Warrant Interest
of Participant: 50% of Warrant with initial Aggregate
Purchase Price of $34,000.00
IN WITNESS WHEREOF, the parties have caused this Loan Participation
Agreement to be executed effective as of May 18, 1994.
PARTICIPANT:
Technology Funding Secured Investors II,
a California Limited Partnership
By: Technology Funding Inc.
Managing General Partner
By: /s/ Thomas J. Toy
Title: Vice President
LENDER:
Technology Funding Secured Investors III,
an Income and Growth Partnership, L.P.
By: Technology Funding Inc.
Managing General Partner
By: /s/ Thomas J. Toy
Title: Vice President
<PAGE>
PARTICIPATION CERTIFICATE
TECHNOLOGY FUNDING SECURED INVESTORS III, AN INCOME AND GROWTH
PARTNERSHIP, L.P. (Lender") , hereby acknowledges that there has
been allotted this date to TECHNOLOGY FUNDING SECURED INVESTORS II,
("Participant"), a participation of $125,000.00 in an advance of
$250,000.00 made pursuant to that certain Loan dated May 18, 1994
between WASATCH EDUCATION SYSTEMS CORPORATION (Borrower") and
Lender.
Through the period covered by this Certificate, loan advances by
Lender total $250,000.00 and receipts from Participant total
$125,000.00 exclusive of principal repayments made by Borrower, if
any, and the return of Participant's share of such repayments.
This Certificate shall supersede all previous Certificates. It is
issued pursuant to, and the participation evidenced hereby is
subject to, the terms of the Participation Agreement dated May 18,
1994 between the Lender and the Participant, to which reference is
hereby made.
TECHNOLOGY FUNDING SECURED INVESTORS III,
AN INCOME AND GROWTH PARTNERSHIP, L.P.
a California Limited Partnership
By: TECHNOLOGY FUNDING INC.
Managing General Partner
By: /s/ Thomas J. Toy
Title: Vice President
