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UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA



UNITED STATES OF AMERICA,  

                           Plaintiff,

                  v.

THE THOMSON CORPORATION,   
HARCOURT GENERAL, INC. and
REED ELSEVIER INC.,

                        Defendants.


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Civil Action No. 01 1419
(Antitrust)

Filed:

Entered:    October 30, 2001





FILED

OCT 31 2001

NANCY MAYER WHITTINGTON, CLERK
U.S. DISTRICT COURT



FINAL JUDGMENT

WHEREAS, plaintiff, the United States of America ("United States"), filed its Complaint on June 27, 2001, plaintiff and defendants, The Thomson Corporation ("Thomson"), Harcourt General, Inc. ("Harcourt"), and Reed Elsevier Inc. ("Reed Elsevier"), by their respective attorneys, have consented to the entry of this Final Judgment without trial or adjudication of any issue of fact or law, and without this Final Judgment constituting any evidence against or admission by any party regarding any issue of fact or law;

AND WHEREAS, defendants agree to be bound by the provisions of this Final Judgment pending its approval by the Court;

AND WHEREAS, the essence of this Final Judgment is the prompt and certain divestiture of certain rights or assets by defendants to assure that competition is not substantially lessened;

AND WHEREAS, plaintiff requires defendants to make certain divestitures for the purpose of remedying the loss of competition alleged in the Complaint;

AND WHEREAS, defendants have represented to the United States that the divestitures required below can and will be made and that defendants will later raise no claim of hardship or difficulty as grounds for asking the Court to modify any of the divestiture provisions contained below;

NOW THEREFORE, before any testimony is taken, without trial or adjudication of any issue of fact or law, and upon consent of the parties, it is ORDERED, ADJUDGED AND DECREED:

I. Jurisdiction

The Court has jurisdiction over the subject matter of and each of the parties to this action. The Complaint states a claim upon which relief may be granted against defendants under Section 7 of the Clayton Act, as amended (15 U.S.C. § 18).

II.
Definitions

As used in this Final Judgment:

A. "Acquirer" or "Acquirers" means the entity or entities to whom defendants divest any of the Divestiture Assets.

B. "AIMS Business" means Harcourt's Agency Information Management Services business, which provides assistance to state agencies, departments, or other such organizations in the management of the state licensing process, including:

1. All tangible assets that are used exclusively for the AIMS Business, including research and development activities, all networking equipment, tooling and fixed assets, personal property, inventory, office furniture, materials, supplies, and other tangible property, and all assets used exclusively in connection with the AIMS Business; all licenses, permits and authorizations issued by any governmental organization relating exclusively to the AIMS Business; all contracts, teaming arrangements, agreements, leases, commitments, certifications, and understandings relating exclusively to the AIMS Business, including supply agreements; all customer lists, contracts, accounts, and credit records or similar records of all sales and potential sales by the AIMS Business; all sales support and promotional materials, advertising materials and production, sales, and marketing files relating exclusively to the AIMS Business; all repair and performance records, and all other records relating exclusively to the AIMS Business;

2. All intangible assets that are used exclusively in the AIMS Business and are used in the development, production, servicing, sale, administration, assessment, and dissemination of tests and test results including, but not limited to, all patents, licenses and sublicenses, intellectual property, copyrights, trademarks, trade names, service marks, service names, but no corporate trademarks or trade names of Thomson or Harcourt; technical information; computer software and related documentation; know-how, trade secrets, drawings, blueprints, designs, design protocols, specifications for materials, specifications for parts and devices; all research data concerning historic and current research and development relating exclusively to the AIMS Business including, but not limited to the designs of experiments, and the results of successful and unsuccessful designs and experiments; quality assurance and control procedures; design tools and simulation capability; and all manuals and technical information defendants provide to those employees, customers, suppliers, agents or licensees exclusively devoted to the AIMS Business.

C. "ASI" means all of the assets of defendant Harcourt's wholly-owned subsidiary Assessment Systems, Inc., a Pennsylvania corporation with its headquarters in Bala Cynwyd, Pennsylvania, excluding Harcourt's AIMS Business and State Testing Business, as defined in this Final Judgment, but including the following:

1. All tangible assets that comprise ASI, including research and development activities, all fixed, mobile, and other testing centers listed in Exhibit B, any accompanying property rights in real estate or equipment used in any of those testing centers, all networking equipment, tooling and fixed assets, personal property, inventory, office furniture, materials, supplies, and other tangible property, and all assets used exclusively in connection with ASI; all licenses, permits and authorizations issued by any governmental organization relating to ASI; all contracts, teaming arrangements, agreements, leases, commitments, certifications, and understandings relating to ASI, including supply agreements; all customer lists, contracts, accounts, and credit records or similar records of all sales and potential sales by ASI; all sales support and promotional materials, advertising materials and production, sales, and marketing files relating to ASI; all repair and performance records, and all other records relating to ASI;

2. All intangible assets used in the development, production, servicing, sale, administration, assessment, and dissemination of tests and test results including, but not limited to, all patents, licenses and sublicenses, intellectual property, copyrights, trademarks, trade names, service marks, service names, but no corporate trademarks or trade names of Thomson or Harcourt; technical information; computer software and related documentation including, but not limited to, test drivers, scheduling software, and the OMEGA, EXPro, and REG2000 software platforms; know-how, trade secrets, drawings, blueprints, designs, design protocols, specifications for materials, specifications for parts and devices; all research data concerning historic and current research and development relating to ASI including, but not limited to, all test item banks, psychometric data, statistical reports of test results, designs of computer-based examinations and testing centers, and the designs of experiments, and the results of successful and unsuccessful designs and experiments; quality assurance and control procedures, including all security measures used in the development, administration, and assessment of computer-based tests and the reporting of exam results; design tools and simulation capability; and all manuals and technical information defendants provide to their own employees, customers, suppliers, agents or licensees.

D. "College Textbook Products" means all of the college textbooks identified on Exhibit A attached hereto. Each College Textbook Product also includes all ancillary educational materials offered for sale or under development by any subsidiary or division of the defendants that are designed to be specific to a textbook product identified in Exhibit A, including teacher editions, workbooks, notebooks, charts, audio, video, software, any CD-ROM, DVD-ROM, Internet and broadcast components, teacher support and staff development materials, and any other materials in any form, format or media, and also includes:

1. All tangible assets that comprise the College Textbook Products, including research and development activities; all original and digital artwork, film plates, and other reproductive materials relating to the College Textbook Products including, but not limited to, all manuscripts, illustrations, any other content, and any revisions or revision plans thereof in print or digital form; all licenses, permits and authorizations issued by any governmental organization relating to the College Textbook Products; all contracts, teaming arrangements, agreements, commitments, certifications, and understandings relating to the College Textbook Products including, but not limited to, author permissions and other similar agreements, supply and distribution agreements; all customer lists, contracts, accounts, and credit records, or similar records of all sales and potential sales of the College Textbook Products; all sales support and promotional materials, advertising materials, and production, sales and marketing files relating to the College Textbook Products; at the Acquirer(s)' option, computers and other tangible assets used primarily for the production of the College Textbook Products; and all performance and all other records relating to the College Textbook Products;

2. All intangible assets used in the development, production, servicing, marketing, and sale of the College Textbook Products including, but not limited to, all patents, licenses and sublicenses, intellectual property, copyrights, trademarks (registered and unregistered), trade names, service marks, service names, including all titles of existing products comprising the College Textbook Products, but no corporate trademarks or trade names of Thomson or Harcourt; all technical information, computer software and related documentation, know-how, trade secrets, drawings, blueprints, designs, design protocols, specifications for materials, specifications for parts and devices, safety procedures for the handling of materials and substances, quality assurance and control procedures, all manuals and technical information defendants provide to their own employees, customers, suppliers, agents or licensees; and all research data concerning historic and current research and development efforts relating to the College Textbook Products, including, but not limited to designs of experiments, and the results of successful and unsuccessful designs and experiments.

Defendants shall use their best efforts to facilitate the assignment to the Acquirer(s) of any of the above that defendants presently hold or use pursuant to a licence or any other agreement.

E. "Complete ASI Assets" means ASI, the AIMS Business, and the State Testing Business, as defined in this Final Judgment.

F. "Divestiture Assets" means the College Textbook Products and the Complete ASI Assets, as defined in this Final Judgment.

G. "Harcourt" means defendant Harcourt General, Inc., a Delaware corporation with its headquarters in Chestnut Hill, Massachusetts, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships and joint ventures, and their directors, officers, managers, agents, and employees.

H. "Reed Elsevier" means defendant Reed Elsevier Inc., a Massachusetts corporation with its headquarters in Newton, Massachusetts, its successors and assigns, and subsidiaries, divisions, groups, affiliates, partnerships and joint ventures, and their directors, officers, managers, agents, and employees.

I. "Retained Products" means any product offered for sale or in development by defendants as of the date of the filing of the Complaint in this matter that are not Divestiture Assets.

J. "State Testing Business" means only those contracts, agreements, or other understandings between Harcourt and any entity for the development, delivery, or administration of any licensing examinations to any state agencies or departments that are in effect as of the date of the filing of the Complaint in this matter, including

1. All tangible assets that are used exclusively for the State Testing Business, including research and development activities, all networking equipment, tooling and fixed assets, personal property, office furniture, materials, supplies, and other tangible property, and all assets used exclusively in connection with the State Testing Business, including supply agreements; all customer lists, contracts, accounts, and credit records or similar records of all sales and potential sales relating exclusively to the State Testing Business; all sales support and promotional materials, advertising materials and production, sales, and marketing files relating exclusively to the State Testing Business; and

2. All intangible assets that are used exclusively in the State Testing Business and are used in the development, production, servicing, sale and assessment of tests and test results including, but not limited to, all patents, licenses and sublicenses, intellectual property, copyrights, trademarks, trade names, service marks, service names, but no corporate trademarks or trade names of Thomson or Harcourt; technical information; computer software and related documentation; know-how, trade secrets, drawings, blueprints, designs, design protocols, specifications for materials, specifications for parts and devices; all research data concerning historic and current research and development relating exclusively to the State Testing Business including, but not limited to, all item banks, psychometric data, test development resources, statistical reports of test results, designs of computer-based examinations, the designs of experiments, and the results of successful and unsuccessful designs and experiments; quality assurance and control procedures; design tools and simulation capability; and all manuals and technical information defendants provide to those employees, customers, suppliers, agents or licensees exclusively devoted to the State Testing Business.

Provided, however that, to the extent that any of these assets are also employed in the delivery or administration of any tests that are the subject of these contracts, such assets shall not be deemed to be part of the State Testing Business.

K. "Thomson" means defendant The Thomson Corporation, a foreign corporation with its headquarters in Toronto, Ontario, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships and joint ventures, and their directors, officers, managers, agents, and employees.

III.
Applicability

A. This Final Judgment applies to Thomson, Harcourt, and Reed Elsevier, as defined above, and all other persons in active concert or participation with any of them who receive actual notice of this Final Judgment by personal service or otherwise.

B. Defendant Thomson shall require, as a condition of the sale or other disposition of all or substantially all of their assets or of lesser business units that include the Divestiture Assets, that the purchaser agrees to be bound by the provisions of this Final Judgment, provided, however, that defendant Thomson need not obtain such an agreement from the Acquirer(s).

IV. Divestitures

A. Defendants are ordered and directed, within one hundred and twenty (120) calendar days after the filing of the Complaint in this matter, or five (5) days after notice of the entry of this Final Judgment by the Court, whichever is later, to divest the College Textbook Products in a manner consistent with this Final Judgment to an Acquirer or Acquirers acceptable to the United States in its sole discretion. The United States, in its sole discretion, may agree to one extension of time of up to thirty (30) calendar days, and shall notify the Court in such circumstances. Defendants agree to use their best efforts to divest the College Textbook Products as expeditiously as possible.

B. Defendants are ordered and directed, within one hundred and twenty (120) calendar days after the filing of the Complaint in this matter, or five (5) days after notice of the entry of this Final Judgment by the Court, whichever is later, to divest in accordance with the procedures set forth in this paragraph, either ASI or the Complete ASI Assets to an Acquirer or Acquirers acceptable to the United States in its sole discretion. The United States, in its sole discretion, may agree to up to two extensions of this time period of up to thirty (30) calendar days each, and shall notify the Court in such circumstances. Defendants shall invite bids for both: (1) ASI, as defined in this Final Judgment, as well as (2) the Complete ASI Assets, as defined in this Final Judgment. Defendants shall permit all Acquirers to make an offer to purchase either or both ASI or the Complete ASI Assets. Defendants agree to use their best efforts to accomplish such divestitures as expeditiously as possible.

C. In accomplishing the divestitures ordered by this Final Judgment, defendants promptly shall make known, by usual and customary means, the availability of the Divestiture Assets. Defendants shall inform any person making inquiry regarding a possible purchase of the Divestiture Assets that they are being divested pursuant to this Final Judgment and provide that person with a copy of this Final Judgment. Defendants shall offer to furnish to all prospective Acquirers, subject to customary confidentiality assurances, all information and documents relating to the Divestiture Assets customarily provided in a due diligence process except such information or documents subject to the attorney-client or work-product privileges. Defendants shall make such information available to the United States at the same time that such information is made available to any other person.

D. Defendants shall provide the Acquirer(s) and the United States information relating to the personnel responsible for the editorial content of any College Textbook Product identified in Exhibit A to enable the Acquirer(s) to make offers of employment. In addition, defendants shall provide the Acquirer(s) and the United States information relating to all personnel of ASI or the Complete ASI Assets, as appropriate, including employees, agents, consultants, and independent contractors, to enable the Acquirer(s) to make offers of employment. Defendants shall not interfere with any negotiations by the Acquirer(s) to employ any defendant employee whose primary responsibility is for the editorial content of any College Textbook Product listed in Exhibit A, nor interfere with any negotiations by the Acquirer(s) to employ any employee, agent, consultant, or independent contractor of ASI or the Complete ASI Assets, as appropriate.

E. Defendants shall permit prospective Acquirers of the Divestiture Assets to have reasonable access to personnel responsible for the editorial content of any College Textbook Product identified in Exhibit A and to all personnel of the Complete ASI Assets. Defendants shall permit prospective Acquirers of ASI to make inspections of the physical facilities of ASI, and to have access to any and all environmental, zoning, and other permit documents and information of ASI. Further, defendants shall permit prospective Acquirers of the Complete ASI Assets to make inspections of the physical facilities of the Complete ASI Assets, and to have access to any and all environmental, zoning, and other permit documents and information of the Complete ASI Assets. Defendants shall also permit prospective Acquirers of the Divestiture Assets to have reasonable access to any and all financial, operational, or other documents and information related to the Divestiture Assets that are customarily provided as part of a due diligence process.

F. Defendants shall warrant to all Acquirers of the Divestiture Assets that each asset will be operational on the date of sale. Defendants Reed Elsevier and Harcourt shall make the warrants required under this provision to Thomson at the time of the sale by Reed Elsevier to Thomson of the Harcourt assets identified in Paragraph 10 of the Complaint filed in this matter, and shall thereafter have no further obligations under this provision.

G. Defendants shall take no action that will impede in any way the permitting, publication, marketing, sale, development, administration, operation, or divestiture of the Divestiture Assets.

H. Defendants shall warrant to the Acquirer(s) of the Divestiture Assets that there are no material defects in the environmental, zoning, or other permits pertaining to the operation of each asset, and that following the sale of the Divestiture Assets, defendants will not undertake, directly or indirectly, any challenges to the environmental, zoning, or other permits relating to the operation of the Divestiture Assets. Defendants Reed Elsevier and Harcourt shall make the warrants required under this provision to Thomson at the time of the sale by Reed Elsevier to Thomson of the Harcourt assets identified in Paragraph 10 of the Complaint filed in this matter, and shall thereafter have no further obligations under this provision.

I. Defendant Thomson shall retain the right to use any College Textbook Product listed on Exhibit A to the extent necessary to fulfill the terms of agreements, in effect as of the date this Final Judgment is filed with the Court, with purchasers of the product lines listed on Exhibit A. The Acquirer of any College Textbook Product listed on Exhibit A shall grant defendant Thomson a royalty-free license to continue to use that College Textbook Product to the extent necessary to fulfill the terms of such existing agreements. The Acquirer of any College Textbook Product that defendants currently use, in whole or in part, in any Retained Product, shall grant to defendant Thomson a royalty-free license to continue to use the College Textbook Product to the same extent in the production or sale of the Retained Product.

J. At the option of the Acquirer(s) of ASI and upon commercially reasonable terms, defendant Thomson shall contract with the Acquirer(s) to allow the Acquirer(s) to provide the delivery and administration of the State Testing Business. Such contractual arrangement between defendant Thomson and Acquirer(s) shall continue for the for the duration of the terms of each state contract, agreement or other understanding included in the State Testing Business. The Acquirer(s) of ASI shall grant to defendant Thomson a royalty-free license to any patents, licenses, or other intellectual property divested pursuant to Section IV. B of this Final Judgment to the extent that such intellectual property is used in the AIMS Business or the State Testing Business as of the date of the filing of the Complaint in this matter. This paragraph shall not apply in the event that defendant Thomson divests the Complete ASI Assets.

K. Unless the United States otherwise consents in writing, the divestitures pursuant to Section IV, or by trustee appointed pursuant to Section V, of this Final Judgment, shall include the entire Divestiture Assets, and shall be accomplished in such a way as to satisfy the United States, in its sole discretion, that the Divestiture Assets can and will be used by the Acquirer(s) of the College Textbook Products as part of a viable, ongoing college textbook publishing business and by the Acquirer of ASI or the Complete ASI Assets as part of a viable, ongoing computer-based testing business. Divestiture of the Divestiture Assets may be made to one or more Acquirers, provided that in each instance it is demonstrated to the sole satisfaction of the United States that the Divestiture Assets will remain viable and that the divestiture of such assets will remedy the competitive harm alleged in the Complaint. The divestitures, whether pursuant to Section IV or Section V of this Final Judgment,

(1) shall be made to an Acquirer (or Acquirers), that, in the United States's sole judgment, has the intent and capability (including the necessary managerial, operational, technical and financial capability) of competing effectively in the business of college textbook publishing in the case of the Acquirer(s) of the College Textbook Products and in the business of computer-based testing in the case of the Acquirer(s) of ASI or the Complete ASI Assets; and

(2) shall be accomplished so as to satisfy the United States, in its sole discretion, that none of the terms of any agreement between an Acquirer (or Acquirers) and Thomson, Harcourt, and/or Reed Elsevier give Thomson, Harcourt, and/or Reed Elsevier the ability unreasonably to raise the Acquirer's or (Acquirers') costs, to lower the Acquirer's or (Acquirers') efficiency, or otherwise to interfere in the ability of the Acquirer(s) to compete effectively.

V. Appointment of Trustee

A. If defendant Thomson has not divested the College Textbook Products and either ASI or the Complete ASI Assets within the time periods specified in Sections IV.A and B of this Final Judgment, defendant Thomson shall notify the United States of that fact in writing. Upon application of the United States, the Court shall appoint a trustee selected by the United States and approved by the Court to effect the divestitures of the College Textbook Products and the Complete ASI Assets, which are defined herein as the Divestiture Assets. Upon appointment, the trustee may only sell the Complete ASI Assets.

B. After the appointment of a trustee becomes effective, only the trustee shall have the right to sell the Divestiture Assets. Upon notice to defendant Thomson, the trustee shall have the power and authority to accomplish the divestitures to an Acquirer (or Acquirers) acceptable to the United States at such price and on such terms as are then obtainable upon reasonable effort by the trustee, subject to the provisions of Sections IV, V, and VI of this Final Judgment, and shall have such other powers as the Court deems appropriate. Subject to Section V. D of this Final Judgment, the trustee may hire, at the cost and expense of defendant Thomson, any investment bankers, attorneys, or other agents, who shall be solely accountable to the trustee and are reasonably necessary in the trustee's judgment to assist in the divestitures.

C. Defendants shall not object to a sale by the trustee on any ground other than the trustee's malfeasance. Any such objections must be conveyed in writing to the United States and the trustee within ten (10) calendar days after the trustee has provided the notice required under Section VI of this Final Judgment.

D. The trustee shall serve at the cost and expense of defendant Thomson on such terms and conditions as the United States approves, and shall account for all monies derived from the sale of the assets sold by the trustee and all costs and expenses so incurred. After approval by the Court of the trustee's accounting, including fees for its services and those of any professionals and agents retained by the trustee, all remaining money shall be paid to defendant Thomson and the trust shall then be terminated. The compensation of the trustee and any professionals and agents retained by the trustee shall be reasonable in light of the value of the Divestiture Assets and based on a fee arrangement providing the trustee with an incentive based on the price and terms of the divestitures and the speed with which they are accomplished, but timeliness is paramount.

E. Defendants Thomson and Harcourt shall use their best efforts to assist the trustee in accomplishing the required divestitures. The trustee and any consultants, accountants, attorneys, and other persons retained by the trustee shall have full and complete access to the personnel, books, records, and facilities of the businesses to be divested, and defendants Thomson and Harcourt shall develop financial and other information relevant to such businesses as the trustee may reasonably request, subject to reasonable protection for trade secret or other confidential research, development, or commercial information. Defendants shall take no action to interfere with or impede the trustee's accomplishment of the divestitures.

F. After its appointment, the trustee shall file monthly reports with the United States and the Court setting forth the trustee's efforts to accomplish the divestitures ordered under this Final Judgment. To the extent that such reports contain information that the trustee deems confidential, such reports shall not be filed in the public docket of the Court. Such reports shall include the name, address, and telephone number of each person who, during the preceding month, made an offer to acquire, expressed an interest in acquiring, entered into negotiations to acquire, or was contacted or made an inquiry about acquiring, any interest in the Divestiture Assets, and shall describe in detail each contact with any such person. The trustee shall maintain full records of all efforts made to divest the Divestiture Assets.

G. If the trustee has not accomplished such divestitures within six (6) months after its appointment, the trustee shall promptly file with the Court a report setting forth: (1) the trustee's efforts to accomplish the required divestitures; (2) the reasons, in the trustee's judgment, why the required divestitures have not been accomplished; and (3) the trustee's recommendations. To the extent that such reports contain information that the trustee deems confidential, such reports shall not be filed in the public docket of the Court. The trustee shall at the same time furnish such report to the United States who shall have the right to make additional recommendations consistent with the purpose of the trust. The Court thereafter shall enter such orders as it shall deem appropriate to carry out the purpose of the Final Judgment which may, if necessary, include extending the trust and the term of the trustee's appointment by a period requested by the United States.

VI. Notice of Proposed Divestitures

A. Within two (2) business days following the execution of a definitive divestiture agreement, defendant Thomson or the trustee, whichever is then responsible for effecting the divestitures required herein, shall notify the United States of any proposed divestitures required by Section IV or V of this Final Judgment. If the trustee is responsible, it shall similarly notify defendant Thomson. The notice shall set forth the details of the proposed divestitures and list the name, address, and telephone number of each person not previously identified who offered or expressed an interest in or desire to acquire any ownership interest in any of the Divestiture Assets, together with full details of the same.

B. Within fifteen (15) calendar days of receipt by the United States of such notice, the United States may request from defendant Thomson and Harcourt, the proposed Acquirer(s), any other third party, or the trustee, if applicable, additional information concerning the proposed divestitures, the proposed Acquirer(s), and any other potential Acquirer. Defendants Thomson and Harcourt and the trustee shall furnish any additional information requested within fifteen (15) calendar days of the receipt of the request, unless the parties shall otherwise agree.

C. Within thirty (30) calendar days after receipt of the notice or within twenty (20) calendar days after the United States has been provided the additional information requested from defendants, the proposed Acquirer(s), any third party, and the trustee, whichever is later, the United States shall provide written notice to defendant Thomson and the trustee, if there is one, stating whether or not it objects to the proposed divestitures. If the United States provides written notice that it does not object, the divestitures may be consummated, subject only to defendants' limited right to object to the sale under Section V. C of this Final Judgment. Absent written notice that the United States does not object to the proposed Acquirer(s) or upon objection by the United States, a divestiture proposed under Section IV or Section V shall not be consummated. Upon objection by defendants under Section V. C, a divestiture proposed under Section V shall not be consummated unless approved by the Court.

VII.
Financing

Defendants shall not finance all or any part of any purchase made pursuant to Section IV or V of this Final Judgment.

VIII. Hold Separate

Until the divestitures required by this Final Judgment have been accomplished, defendants shall take all steps necessary to comply with the Hold Separate Stipulation and Order entered by the Court. Defendants shall take no action that would jeopardize the divestitures ordered by the Court.

IX. Affidavits

A. Within twenty (20) calendar days of the filing of the Complaint in this matter, and every thirty (30) calendar days thereafter until the divestitures have been completed under Section IV or V, defendants shall deliver to the United States an affidavit as to the fact and manner of their compliance with Section IV or V of this Final Judgment. Each such affidavit shall include the name, address, and telephone number of each person who, during the preceding thirty (30) days, made an offer to acquire, expressed an interest in acquiring, entered into negotiations to acquire, or was contacted or made an inquiry about acquiring, any interest in any of the Divestiture Assets, and shall describe in detail each contact with any such person during that period. Each such affidavit shall also include a description of the efforts defendants have taken to solicit buyers for the Divestiture Assets, and to provide required information to prospective purchasers, including the limitations, if any, on such information. Assuming the information set forth in the affidavit is true and complete, any objection by the United States to information provided by defendants, including limitations on information, shall be made within fourteen (14) days of receipt of such affidavit.

B. Within twenty (20) calendar days of the filing of the Complaint in this matter, each defendant shall deliver to the United States an affidavit that describes in reasonable detail all actions that have been taken and all steps such defendant has implemented on an ongoing basis to comply with Section VIII of this Final Judgment. Each defendant shall deliver to the United States an affidavit describing any changes to the efforts and actions outlined in such defendant's earlier affidavits filed pursuant to this section within fifteen (15) calendar days after the change is implemented.

C. Defendants shall keep all records of all efforts made to preserve and divest the Divestiture Assets until one year after such divestiture has been completed.

D. Defendant Reed Elsevier's obligations under paragraphs A. and B. of this Section shall cease upon completion of its sale to Thomson of the Harcourt assets identified in Paragraph 10 of the Complaint filed in this matter.

X. Compliance Inspection

A. For the purposes of determining or securing compliance with this Final Judgment, or of determining whether the Final Judgment should be modified or vacated, and subject to any legally recognized privilege, from time to time duly authorized representatives of the United States Department of Justice, including consultants and other persons retained by the United States, shall, upon written request of a duly authorized representative of the Assistant Attorney General in charge of the Antitrust Division, and on reasonable notice to defendants, be permitted:

(1) access during defendants' office hours to inspect and copy or, at plaintiff's option, to require defendants to provide copies of, all books, ledgers, accounts, records and documents in the possession, custody, or control of defendants, relating to any matters contained in this Final Judgment; and (2) to interview, either informally or on the record, defendants' officers, employees, or agents, who may have their individual counsel present, regarding such matters. The interviews shall be subject to the reasonable convenience of the interviewee and without restraint or interference by defendants.

B. Upon the written request of a duly authorized representative of the Assistant Attorney General in charge of the Antitrust Division, defendants shall submit written reports, under oath if requested, relating to any of the matters contained in this Final Judgment as may be requested.

C. No information or documents obtained by the means provided in this section shall be divulged by the United States to any person other than an authorized representative of the executive branch of the United States, except in the course of legal proceedings to which the United States is a party (including grand jury proceedings), or for the purpose of securing compliance with this Final Judgment, or as otherwise required by law.

D. If at the time information or documents are furnished by a defendant to the United States, such defendant represents and identifies in writing the material in any such information or documents to which a claim of protection may be asserted under Rule 26(c)(7) of the Federal Rules of Civil Procedure, and such defendant marks each pertinent page of such material, "Subject to claim of protection under Rule 26(c)(7) of the Federal Rules of Civil Procedure," then the United States shall give such defendant ten (10) calendar days notice prior to divulging such material in any legal proceeding (other than a grand jury proceeding).

XI. No Reacquisition

Defendant Thomson may not reacquire any part of the Divestiture Assets during the term of this Final Judgment.

XII. Retention of Jurisdiction

The Court retains jurisdiction to enable any party to this Final Judgment to apply to the Court at any time for further orders and directions as may be necessary or appropriate to carry out or construe this Final Judgment, to modify any of its provisions, to enforce compliance, and to punish violations of its provisions.

XIII. Expiration of Final Judgment

Unless the Court grants an extension, this Final Judgment shall expire ten years from the date of its entry.

XIV. Public Interest Determination

Having considered the Competitive Impact Statement filed by the United States, as well as the applicable case law, the Court concludes that entry of this Final Judgment is in the public interest for the following reasons.

The proposed Final Judgment is designed to maintain the present level of competition in both the college textbook publishing market and the computer-based testing market.

This result will be accomplished by replacing the competitor, which would be eliminated as a result of the merger between the Thomson Corporation and Harcort General, Inc., with one or more new acquirers of the assets in issue which would be equally effective. In this fashion, competition will be maintained, and therefore the interest of the public will be served.

Oct. 30, 2001
       Date

____________/s/________________
U. S. District Judge


EXHIBIT A

College CourseDivestiture Products
Accounting: Financial: Introductory: Graduate Pratt, Financial Accounting in an Economic Context (2000) (Thomson)
Chemistry: Biochemistry: Principles: One Term Boyer, Concepts in Biochemistry (1999) (Thomson)
Chemistry: Introductory: Nursing/Allied Health Hein, Introduction to General, Organic, and Biochemistry (1997) (Thomson)
Lygre, General, Organic, and Biological Chemistry (1995 (Thomson)
Chemistry: Organic: Introductory: One Term Brown, Introduction to Organic Chemistry (2000) (Harcourt)
Communication: Communication: Interpersonal Communications Adler, Interplay (1998) (Harcourt)
Verderber, Inter-Act: Using Interpersonal Communication Skills (1998) (Thomson)
Trenholm, Interpersonal Communication (2000) (Thomson)
Communication: Communication: Principles Adler, Understanding Human Communication (2000) (Harcourt)
Communication: Journalism: Reporting Fedler, Reporting for the Media (1997) (Harcourt)
Lanson, Writing and Reporting the News (1994) (Harcourt)
Scanlan, Reporting and Writing, Basics for the 21st Century (1999) (Harcourt)
Criminal Justice: Introductory Inciardi, Elements of Criminal Justice (1996) (Harcourt)
Inciardi, Criminal Justice (1998) (Harcourt)
Economics: Introductory Welch, Economics (1998) (Harcourt)
Economics: Microeconomics: Managerial Economics Samuelson, Managerial Economics (1998) (Harcourt)
Truett, Managerial Economics (1998) (Thomson)
Education: Psychology: Learning and Cognition Best, Cognitive Psychology (1999) (Thomson)
Medin, Cognitive Psychology (1996) (Harcourt)
Matlin, Cognition (1998) (Harcourt)
Environmental Science: Introductory Raven, Environment (2000) (Harcourt)
Family and Consumer Studies: Nutrition Smolin, Nutrition: Science & Applications (2000) (Harcourt)
Finance: Financial Markets and Institutions: Commercial Bank Management Fraser, Commercial Banking: The Management of Risk (1995) (Thomson)
Finance: Financial Markets and Institutions: Financial Institutions and Markets Kidwell, Financial Institutions, Markets & Money (2000) (Harcourt)
Finance: Survey Melicher, Finance, Introduction to Institutions (2000) (Thomson)
Foreign Languages & Literature: French: Language: Elementary Magnan, Paroles (1999) ( Harcourt)
Siskin, Situations et Contexts (1994) (Harcourt)
Rassias, Le Francais Depart Arrivee (1992) (Thomson)
Rosenthal, Objectif France: Introduction to French (1993) (Thomson)
Rosenthal, Objectif France: Travaux Pratiques (1993) (Thomson)
Foreign Languages and Literature: French: Language: Intermediate Comeau, Ensemble (all versions and years) (Harcourt)
Siskin, Ouvetures (1997) (Harcourt)
Foreign Language and Literature: French: Literature Berg, Litterature francaise (Vol. I) (1980) (Harcourt)
Berg, Litterature francaise (Vol. II) (1997) (Harcourt)
Foreign Languages & Literature: Spanish: Language: Intermediate Gilman, Horizontes: Cultura Y Literatura (1997) (Thomson)
Gilman, Horizontes: Gramatica Y Conversacion (1997) (Thomson)
Foreign Languages & Literature: Spanish: Literature: Literature Anderson-Imbert, Literatura Hispanoamerica (1970) (Harcourt)
Mujica, Texto Y Vida: Introduccion a La Literatura Hispanoamerica (1992) (Harcourt)
Geology: History Wicander & Monroe, Historical Geology: Evolution of the Earth (2000) (Thomson)
Management: Strategic Management: Small Business Management Hodgetts, Effective Small Business Management (1998) (Harcourt)
Marketing: Research McDaniel/Gates, Contemporary Marketing Research (1999) (Thomson)
McDaniel/Gates, Marketing Research Essentials (1998) (Thomson)
Mathematics: Calculus: General: Reform Ostebee, Calculus from Graphical, Numerical & Symbolic Points (1997) (Harcourt)
Mathematics: Trigonometry Barnett, Analytical Trigonometry with Applications (1999) (Thomson)
Music: Applied: Piano/Organ Mach, Contemporary Class Piano (1997) (Harcourt)
Music: Music Theory: All Other Benjamin, Music for Analysis : Examples from the Common Practice (1996) (Thomson)
Philosophy: Introductory Solomon, Introducing Philosophy (1997) (Harcourt)
Pojman, Philosophy: The Quest for Truth (1999) (Thomson)
Pojman, Introduction to Philosophy: Classical and Contemporary Readings (2000) (Thomson)
Kolak, Experience of Philosophy (1999) (Thomson)
Titus, Living Issues in Philosophy (1995) (Thomson)
Barcalow, Open Questions: An Introduction to Philosophy (1997) (Thomson)
Philosophy: Logic: Logic Kalish, Logic (1980) (Harcourt)
Bonevac, Simple Logic (1999 ) (Harcourt)
Baum, Logic (1996 ) (Harcourt)
Pine, Essential Logic ( 1996 ) (Harcourt)
Herrick, The Many Worlds of Logic (1999) (Harcourt)
Philosophy: Philosophy of: Law Schauer, Philosophy of Law (1996) (Harcourt)
Philosophy: Philosophy of: Religion Rowe & Wainright, Philosophy of Religion: Selected Readings (1997) (Harcourt)
Psychology: Adjustment Rathus, Adjustment and Growth (1998) (Harcourt)
Psychology: Clinical: Personality Monte, Beneath the Mask (1998) (Harcourt)
McAdams, The Person: An Introduction to Personality (1994) (Harcourt)
Mischel, Introduction to Personality (1998) (Harcourt)
Psychology: Developmental: Motivation and Emotion Reeve, Understanding Motivation and Emotion (1997) (Harcourt)
Psychology: Physiological: Sensation and Perception Coren, Sensation and Perception (1999) (Harcourt)
Psychology: Research: Statistics Witte, Statistics (1996) (Harcourt)
Welkowitz, Introductory Statistics for Behavioral Sciences (1991) (Harcourt)
Psychology: Social: of Women Rider, Our Voices: Psychology of Women (2000) (Thomson)


Exhibit B

Locations of Assessment Systems, Inc. Testing Centers

Test Center # Type Address
0019 Flex DBM- Falls Church Test Center
3141 Fairview Park Drive, Suite 410
Falls Church, VA 22042
0020 Flex DBM/ASI Richmond Center
9011 Arboretum Parkway, #150
Richmond, VA 23236
0175 Lease New York ASI Assesment Center
15 East 26th Street, 1st Floor
New York, NY 10010
0176 Lease Tarrytown ASI Center
220 White Plains, 2nd Floor
Tarrytown, NY 10591
0179 Lease Westbury ASI Center
1600 Stewart Avenue, Suite 109
Westbury, NY 11590
0180 Lease Binghamton ASI Center
49 Court Street/Metro Center
Binghamton, NY 13901
0182 Lease Albany ASI Center
14 Computer Drive East, 2nd Floor
Albany, NY 12205
0183 Lease Amherst/Buffalo ASI Center
385 N. French Road, Suite 104
Amherst, NY 14228
0184 Lease Syracuse ASI Center
6315 Fly Road, Suite 3
Syracuse, NY 13057
0185 Lease Rochester ASI Center
1200-A Scottsville Rd.
Suite 397- Floor C
Rochester, NY 14624
0270 Lease Boston ASI/ Harcourt Learning Center
745 Boylston Street, Suite #300
Boston, MA 02116
0271 Flex Downes Professional Building
1201 Westford Street
Lowell, MA 01851
0272 Lease Springfield ASI Center
Tower Square
1500 Main Street, 25th Floor
Springfield, MA 01115
0273 Lease Dartmouth ASI Center
Smith Mill Shops
331 State Road, Suite D
North Dartmouth, MA 02747
0274 Lease Malden ASI Cosmetology Center
Gateway Apartment Building
14 Summer Street
Malden, MA 02148
0275 Flex Mansfield Beauty Academy
266 Bridge Street
Springfield, MA 01103
0277 Flex Rob Roy Academy
150 Pleasant Street
Worcester, MA 01608
0330 Flex ASI Phoenix/DBM
2398 E. Camelback Road, Suite 600
Phoenix, AZ 85016
0331 Lease Tucson ASI Center
1605 N. Wilmot, Suite 105 B
Tucson, AZ 85712
0416 Lease Little Rock ASI Assessment
University Tower Building
1123 S. University, Suite 915
Little Rock, AR 72204
0417 Lease Springdale ASI Center- Building H
Springdale Business Park
3291 S. Thompson, Suite 102 B
Springdale, AR 72764
0418 Flex El Dorado, Arkansas
0540 Lease Sacramento ASI Center
1300 Ethan Way, Suite 330
Sacramento, CA 95825
0541 Flex DBM/ASI
100 Bayview Circle, Suite 5500
Newport Beach, CA 92660
0542 Flex San Jose ASI Center
1735 Technology Drive
Suite 150, Career Transition Center
San Jose, CA 95110
0543 Lease San Diego ASI Center
Kearny Office Park, Suite 109
8334 Claremont Mesa Boulevard
San Diego, CA 92111
0545 Lease Glendale ASI Assessment Center
213 N. Orange Street, Suite D
Glendale, CA 91203
0546 Lease DBM- Bakersfield Test Center
Ming Office Park
5500 Ming Avenue, Suite 490
Bakersfield, CA 93309
0547 Lease Edgewater Park Plaza
7700 Edgewater Drive
600 Building, Suite 602
Oakland, CA 94621
0550 Flex DBM Site/Los Angeles
6701 Center Drive West, Suite 11011
Los Angeles, CA 90045
0623 Lease Colorado Springs ASI Center
1045 Garden of Gods Road, Unit F
Colorado Springs, CO 80907
0624 Lease Grand Junction ASI Center
Skyline Building
751 Horizon Court #101
Grand Junction, CO 81506
0625 Lease Denver ASI Center
Denver Interplaza, Suite G
601 S. Broadway
Denver, Co 80209
0626 Lease Pueblo ASI Center
University Center
41 Montebello, 2nd Floor
Pueblo, CO 81001
0627 Flex Bayfield Senior High School
800 County Road 501, Room 103
Bayfield, CO 81122
0629 Lease Greeley ASI Center
5754 West 11th Street, #203
Greeley, CO 80634
0714 Lease Rocky Hill ASI Center
Pavilion- West Shopping Center
632 Cromwell Avenue, Unit A
Rocky Hill, CT 06067
0716 Flex DBM- Stamford Test Center
Drake Beam Morin
One Station Place, 3rd Floor South
Stamford, CT 06901
0805 Lease Dover ASI Center
Kays Building- Suite 202
1012 College Road
Dover, DE 19904
0807 Lease Wilmington/ New Castle ASI Center
New Castle Corporation Common Complex
2 Reads Way-Suite 212
New Castle, DE 19720
0918 Lease DC ASI Center
Suite 820
1000 Vermont Avenue, N.W.
Washington, D.C. 20005
1055 Lease Harcourt/ASI Orlando Center
Harcourt Building
6277 Sea Harbor Drive
Orlando, FL 32887
1056 Lease Boynton Beach ASI Center
Woolbright Professional Building
2240 Woolbright Road, Suite #403
Boynton Beach, FL 33426
1057 Lease Ft. Lauderdale ASI Center
Oakland Commerce Center
3317 NW 10th Terrace, Suite 401
Ft. Lauderdale, FL 33309
1058 Lease Ft. Myers ASI Center
11691 Gateway Boulevard/Bank of America Building/Suite 200
Ft. Myers, FL 33913
1059 Lease Gainesville ASI Center
Northwood Park
5000 NW 34th Street, Unit #10
Gainesville, FL 32606
1060 Lease Jacksonville ASI Center
Centurion Square, Suite #11
8380 Baymeadows Road
Jacksonville, FL 32256
1061 Lease Miami ASI Center
Atrium Office Park
3900 NW 79th Avenue, Suite 518
Miami, FL 33166
1062 Lease Pensacola ASI Center
Eastgate Plaza
7143A North 9th Avenue
Pensacola, FL 32504
1063 Lease Tallahassee ASI Center
Capital Circle Commerce Center.
508 Capital Circle SE, Suite D-1
Tallahassee FL 32301
1064 Lease Tampa ASI Center
Carrollwood Crossing
4012 Gunn Highway / Suite 110
Tampa, FL 33624
1065 Lease Hollywood ASI Center
6363 Taft Street, Suite 101
Hollywood, FL 33024
1066 Lease St. Petersburg ASI Center
Bay View Centre Building, Suite 250
11300 4th Street North
St. Petersburg, FL 33716
1067 Lease Miami 2 ASI Center
5805 Blue Lagoon Drive-Suite #380
Waterford Building Complex
Miami, FL 33126
1068 Lease Daytona Beach ASI Center
Sun Trust Bank Building
501 N. Grandview Avenue/Suite #205
Daytona Beach, FL 32118
1070 Lease Lake Mary ASI Center
100 Technology Park, Suite 165
Lake Mary, FL 32746
1072 Flex DBM-Boca Raton Test Center
777 Yamato Road, Suite 310
Boca Raton, FL 33431
1073 Flex DBM-Miami 4 Test Center
5200 Blue Lagoon Drive, Suite #110
Miami, FL 33126
1120 Lease Norcross ASI Center
6500 McDonough Drive
Building E-Suite 5
Norcross, GA 30093
1121 Lease Marietta ASI Center
Cobb Corporate Center
425 Franklin Road, Suite 525
Marietta, GA 30067
1122 Lease Macon ASI Center
828 Walnut Street, Suite B
Macon, GA 31201
1123 Flex Realty Exec.
231 Stephenson Avenue
2nd Floor Training Room
Savannah, GA 31405
1124 Lease Augusta ASI Center
Westgate Center Office Park
2531 Center West Parkway, Suite 232
Augusta, GA 30909
1125 Lease Tifton ASI Center
114 West 12th Street, Suite G
Tifton, GA 31794
1128 Lease Marietta North ASI Center
1279 Kennestone Circle, Suite 100
Marietta, GA 30066
1236 Lease Honolulu ASI Center
Kapiolani Business Plaza
1580 Makaloa, Suite 900
Honolulu, HI 96814
1237 Flex Waikloa ASI Center
68-1845 Waikoloa Shopping Center, Suite 211
Waikoloa Highlands, HI 96738
1238 Flex Kauai Community College
Campus Center Building, Room 214
3-1901 Kaumaulii Highway
Lihue, HI 96766
1239 Flex Lihikai School
335 S. Papa Avenue
Building C, Rooms 1&2
Kahula- Maui, HI 96732
1320 Lease Boise ASI Center
Blackeagle Center
9376 Overland Road
Boise, ID 83709
1321 Flex Tesh, Inc.
3803 Industrial Avenue South
Coeur d' Alene, ID 83814
1322 Lease Pocatello ASI Center
Re/Max Building
812 E. Clark Street
Pocatello, ID 83201
1440 Lease Springfield ASI Center
Realty Plaza, Suite 301
3180 Adloff Lane
Springfield, IL 62703
1441 Lease Schaumberg ASI Center
Salem Plaza
1089 North Salem Plaza
Schaumberg, IL 60194
1442 Lease Chicago ASI Center
645 North Michigan Avenue, Room 410
Michigan & Erie
Chicago, IL 60611
1445 Lease Westmont ASI Center
508 A East Ogden Avenue
Westmont, IL 60559
1446 Flex Knox College
Corner of South & West Street
Science- Math Center, Room A-107
Galesburg, IL 61401
1448 Flex DBM- Deerfield Test Center
520 Lake Cook Road, Suite 200
Deerfield, IL 60015
1451 Flex John A Logan College
700 John Logan Drive
Administrative Building, E-132
Carterville, IL 62918
1541 Lease Evansville ASI Center
125 N. Weinbach Avenue, Suite 720
Evansville, IN 47711
1542 Lease Schererville ASI Center
Oak Ridge Center
142-4 East Highway 30
Schererville, IN 46375
1543 Lease Indianapolis ASI Center
First Floor, Room 170
9102 North Meridian Street
Indianapolis, IN 46260
1620 Flex Univ Park Holiday Inn
1800 50th Street
Lucas Room
W. Des Moines, IA 50266
1621 Mobile Holiday Inn Express
North Cedar Rapids
1230 Collins Road
Cedar Rapids, IA 52402
1622 Mobile Sioux City Hilton
707 4th Street
Sioux City, IA 51106
1704 Flex DBM- Overland Park Test Center
7400 West 130th Street, Suite 150
Overland Park, KS 66213
1705 Flex Johnson County Community College
12345 College Boulevard
CC Building, 2nd Floor
Room 224
Overland Park, KS 66210
1706 Lease Wichita ASI Center
Building 400
Northrock Business Park
3450 N. Rock Road, Suite 407
Wichita, KS 67266
1707 Lease Topeka ASI Center
2942 B Wanamaker Drive, Suite #2D
Topeka, KS 66604
1708 Flex Hays High School
2300 East 13th Street, Room 102
Hays, KS 67601
1827 Lease Lexington ASI Center
2365 Harrodsburg Road, Suite B- 175
Lexington, KY 40504
1828 Lease Louisville ASI Center
11003 Bluegrass Parkway, Suite 590
Louisville, KY 40299
1942 Lease Shreveport ASI Center
Harry Patterson Tower
6007 Financial Plaza, Suite 505
Shreveport, LA 71129
1943 Lease Metairie ASI Center
Hibernia Bank Building, Suite 411
2201 Veterans Memorial Boulevard.
Metairie, LA 70005
2015 Flex Beal College
629 Main Street
Bangor, ME 04401
2016 Lease Portland ASI Center
500 Southborough Drive
S. Portland, ME 04106
2150 Lease Parkville ASI Center
North Plaza Office Building, #204
8813 Waltham Woods Road
Parkville, MD 21234
2151 Lease Crofton ASI Center
2137 Epsey Court, Unit #5
Crofton, MD 21114
2152 Flex Landover ASI Center
Metro-Plex II, Suite 400
8201 Corporate Drive
Landover, MD 20785
2153 Flex Allegany Community College
12401 Willowbrook Road, Room 20
Continuing Education Building
Cumberland, MD 21502
2260 Lease Anchorage ASI Center
2217 E. Tudor Road, Suite 5
Anchorage, AK 99503
2261 Lease Fairbanks ASI Center
Eagle Plaza Mall
418 3rd Avenue, Unit 1B
Fairbanks, AK 99701
2262 Lease University of Alaska
11120 Glasier Highway
Juneau, AK 99801
2345 Lease Redford ASI Center
Heritage Plaza Shopping Center
14645 Telegraph Road
Redford, MI 48239
2346 Lease Lansing ASI Center
6920 S. Cedar, Suite 6
Lansing, MI 48911
2347 Lease Grand Rapids ASI Test Center
4489 Byron Center Drive
Wyoming, MI 49509
2348 Flex DBM Troy Test Center
201 West Big Beaver Road, Suite 450
Troy, MI 48007
2353 Flex Marquette High School
1203 W. Fair Avenue
Room 222, NE entrance
Marquette, MI 49855
2440 Lease Edina ASI Center
4550 W. 77th Street, Suite 224
Edina, MN 55435
2441 Lease Duluth ASI Center
718 Medical Arts Building
324 W. Superior Street, Suite 718
Duluth, MN 55802
2442 Flex University Rochester Center (UCR)
851 30th Avenue SE
Room SH105- Singley Hall
Rochester, MN 55904
2443 Lease Waite Park/ St. Cloud ASI Center
Market Place Annex
256 2nd Avenue South
Waite Park, MN 56387
2444 Lease Moorhead ASI Center
McDonald's Plaza
501 Main Avenue
Moorhead, MN 56560
2445 Flex Marshall High School
401 South Saratoga Street, Room C20
Marshall, MN 56258
2520 Lease Ridgeland ASI Center
Odyssey North Shopping Center
731 S. Pear Orchard Road, Suite 35
Ridgeland, MS 39157
2616 Lease St. Ann ASI Center
500 Northwest Plaza Office Tower, Suite 813
St. Ann, MO 63074
2617 Lease Kansas City ASI Center
Broadway Summit Building
3101 Broadway, Suite 214
Kansas City, MO 64111
2618 Lease Springfield ASI Center
3046 S. Delaware, Suite K
Springfield, MO 65804
2620 Flex DBM- St. Louis Test Center
Clayton Mercantile Center
8000 Maryland Avenue, Suite 1300
St. Louis, MO 63105
2722 Mobile The Billings Hotel and Conference Center
1223 Mullowny Lane
Billings, MT 59101
2730 Flex Billings Skyview High School
1775 High Sierra Boulevard, Room #126
Billings, MT 59105
2731 Flex University of Montana
The Lodge Building, Room 231
Arthur & University Avenues
Missoula, MT 59812
2820 Lease Omaha ASI Center
11635 Arbor Street #100
Omaha, NE 68144
2914 Lease Las Vegas ASI Center
Renaissance III
3230 E. Flamingo Road, Suite #1
Las Vegas, NV 89121
2915 Lease Reno ASI Center
5250 S. Virginia Street, Suite 255
Reno, NV 89502
3020 Lease Lebanon ASI Center
Miracle Mile Plaza #8, Route # 4
Lebanon, NH 03766
3180 Lease Millburn ASI Center
15 Bleeker Street, Suite #102
Millburn, NJ 07041
3183 Lease Mt. Laurel ASI Center
Princeton Place
3747 Church Road, 2nd Floor
Mount Laurel, NJ 08054
3184 Lease Cedar Knolls ASI Center
14 Ridgedale Avenue
Cedar Knolls, NJ 07927
3185 Lease Northfield ASI Center
950 Tilton Road
Northfield, NJ 08225
3186 Lease Toms River ASI
Sumner Plaza
1228 Route 37 West, Suite 5
Toms River, NJ 08753
3187 Lease Hamilton Township ASI Center
Quakerbridge Plaza, Building 2
3444 Quakerbridge Road- Rear
Hamilton Township, NJ 08619
3188 Lease Pompton Plains ASI Center
Scott Center
449 Route 23 (Southbound)
Pompton Plains, NJ 07444
3220 Lease Albuquerque ASI Center
2815 Broadbent Parkway, NE, Suite C
Albuquerque, NM 87107
3320 Lease Montgomery ASI Center
East Park Plaza
140 Mendel Parkway
Montgomery, AL 36117
3221 Lease Birmingham ASI Center
216 Acquarius Drive, Suite 305
Homewood, AL 35209
3440 Flex DBM- Charlotte Test Center
8720 Red Oak Boulevard, Suite 301
Charlotte, NC 28217
3441 Flex DBM- Raleigh Test Center
1121 Situs Court, Suite 100
Raleigh, NC 27606
3442 Lease Wilmington ASI Center
Pine Valley II Shopping Center
3534 S. College Road, Unit D
Wilmington, NC 28412
3443 Lease Raleigh ASI Center
2801 Blue Ridge Road, Suite 110
Raleigh, NC 27607
3444 Lease Statesville ASI Center
City Center Building
211 S. Center Street, Suite 218
Statesville, NC 28687
3445 Lease Huntersville ASI Center
Northcross Corporate Center
16419 B Northcross Drive
Huntersville, NC 28078
3446 Lease Asheville ASI Center
1316 D Patton Avenue
Asheville, NC 28806
3447 Lease New Bern ASI Center
3515 Trent Road
#16 Village Square
New Bern, NC 28562
3520 Mobile Radisson Inn Bismarck
800 South Third Street
Bismarck, ND 58504
3521 Mobile Westward Ho Grand Forks
3500 Gateway Drive
Grand Forks, ND 58206
3522 Mobile Holiday Inn Minot
2200 Burdick Expressway East
Minot, ND 58206
3656 Lease Columbus ASI Center
6555 Busch Boulevard, Suite 101
Columbus, OH 43229
3657 Lease Cleveland ASI Center
The Superior Building, Suite 1420
815 Superior Avenue NE
Cleveland, OH 44114
3658 Lease Cincinnati ASI Center
Court Street Center, Suite 475 E
250 West Court Street
Cincinnati, OH 45202
3720 Lease Oklahoma City ASI Center
Shepherd Mall, Suite 45
2401 NW 23rd Street
Oklahoma City, OK 73107
3721 Lease Tulsa ASI Center
Business Common Tech Center
5115 S. 122nd E. Avenue, Suite 201
Tulsa, OK 74146
3722 Mobile Ardmore Omega Mobile
Best Western/ ASI
6 Holiday Drive
Ardmore, OK 73401
3819 Flex Portland ASI/ DBM Center
2 Centerpointe Drive, Suite 100
Lake Oswego, OR 97035
3820 Lease Springfield ASI Center
Gateway Market Place
840 Beltline Road, #206
Springfield, OR 97477
3972 Lease Bala Cynwyd ASI Center
3 Bala Plaza West, 2nd Floor
Bala Cynwyd, PA 19004
3973 Lease Pittsburgh ASI Center
Campbell Run Business Center
500 Business Center Drive, Suite 501
Pittsburgh, PA 15205
3974 Flex DBM- Berwyn Test Center
1205 Westlakes Drive, Suite 250
Berwyn, PA 19312
3976 Flex South Hills Business School
480 Waupelani Drive
State College, PA 16801
3977 Lease Scranton ASI Center
409 Lackawanna Avenue
Mezzanine Level
Scranton, PA 18503
3979 Mobile Lemoyne ASI Center
20 Erford Road, Suite 204
Lemoyne, PA 17043
4011 Lease Providence ASI Center
36 Hemingway Drive
E. Providence, RI 02815
4108 Lease Greenville ASI Center
Greengate Office Park
25 Woodslake Road, Suite 708
Greenville, SC 29607
4109 Lease Charleston ASI Center
7410 Northside Drive, Suite 103
North Charleston, SC 29420
4110 Lease Columbia ASI Center
Converse Building
250 Berryhill Road, Suite 210
Columbia, SC 29210
4218 Mobile Sioux Falls Mobile Test Center
Sheraton Hotel and Convention Center
1211 N. West Avenue
Sioux Falls, SD 57104
4219 Mobile Ramada Inn Aberdeen
272 6th Avenue SE
Aberdeen, SD 57401
4220 Mobile Rapid City Mobile Test Center
Holiday Inn Rushmore Plaza Hotel and Conference Center
505 North Fifth Street
Rapid City, SD 57701
4322 Lease Nashville ASI Center
Bell Trace Plaza, Suite 106
5814 Nolensville Pike
Nashville, TN 37211
4323 Lease Knoxville ASI Center
The Terraces 154-F
Market Place Boulevard
Knoxville, TN 37922
4324 Lease Memphis ASI Center
6073 Mt. Moriah Extended
Appletree Center, Suite 8
Memphis, TN 38115
4340 Lease Johnson City ASI Assessment Center
503 Princeton Road, Suite E
Johnson City, TN 37601
4341 Lease Jackson ASI Center
77B Executive Drive
Jackson, TN 38305
4342 Lease Chattanooga ASI Center
115 Nowlin Lane, Suite 3000
Chattanooga, TN 37421
4402 Lease El Paso ASI Center
10737 Gateway West, Suite 220
El Paso, TX 79935
4407 Lease Arlington ASI Center
2201 North Collins, Suite 230
Arlington, TX 76011
4408 Flex Lubbock Christian University
Nursing and Math Building, Room 1
5601 19th Street
Lubbock, TX 79407
4412 Flex Del Mar College- West Campus
Morgan St.- at Old Airport Road
Coleman Center, Room 144
Corpus Christi, TX 78404
4421 Flex DBM- Suite 200 E
9600 Great Hills Trail
Great Hills Plaza
Austin, TX 78759
4422 Lease Houston ASI Center
2424 Wilcrest, Suite 240
Houston, TX 77042
4423 Flex Texas Careers
1015 Jackson Keller Road, Suite 204
San Antonio, TX 78213
4517 Flex Midvale ASI Center
7302 South 300 West, Suite 301
Midvale, UT 84047
4813 Flex Wenatchee Valley College
Eller Fox Building
Rooms 3012 and 3016
Wenatchee, WA 98195
4814 Lease Lacey ASI Center
719 Sleater-Kinney Road, Suite 124
Lacey, WA 98503
4815 Lease Kennewick ASI Center
1149 N. Edison, Suite B
Kennewick, WA 99336
4816 Lease Seattle/Tukwila ASI Assessment Center
12720 Gateway Drive, Suite 208
Tukwila, WA 98168
4817 Lease Spokane ASI Center
North 505 Argonne Road, Suite 4
Spokane, WA 99212
4818 Lease Vancouver ASI Center
First Place Plaza
12503 SE Mill Plain Road, #130
Vancouver, WA 98684
4819 Lease Yakima, Washington
4931 Lease Dunbar ASI Center
1400 Ohio Avenue, Suite C
Dunbar, WV 25064
4932 Flex West Virginia University
Oakland Street
701 B Allen/ Percival Hall
Morgantown, WV 26506
4933 Flex Beckley High School
410 Stanford Road, Room # D-12
Beckley, WV 25801
5050 Lease Elm Grove ASI Center
Enterprise Center, 2nd Floor
12700 West Blue Mound Road
Elm Grove, WI 53122
5051 Lease Madison ASI Center
582 Grand Canyon Drive
Madison, WI 53719
5052 Lease Green Bay ASI Center
2350 University Avenue #100
Green Bay, WI 54302
5053 Lease Menomonie ASI Center
2521 South Broadway
Office 101 (lower level)
Menomonie, WI 54751
5054 Flex University of Wisconsin Center
Marathon County, Room 070
518 South 7th Avenue
Wausau, WI 54401
5055 Flex DBM- Milwaukee
18000 West Sarah Lane, Suite 300
Brookfield, WI 53045
5118 Mobile Rock Springs Holiday Inn
1675 Sunset Boulevard
Rock Springs, WY 99999
5119 Mobile Sharidan Holiday Inn and Convention Center
1809 Sugurland Drive
Sharidan, WY 99999
5121 Mobile Holiday Inn Casper
300 West "F" Street
Casper, WY 82601