Franklin Covey 2000 Annual Report Form 10-K 57 Incorporated Filed Exhibit No. Exhibit by Reference Herewith 3.1 Revised Articles of Incorporation of the Registrant (1) 3.2 Amended and Restated Bylaws of the Registrant (1) 3.3 Articles of Amendment to Revised Articles of Incor poration of the  (7) Registrant (filed as Exhibit 2 to Schedule 13D). 4.1 Specimen Certificate of the Registrant’s Common  Stock,  (2) par value $.05 per share. 4.2 Stockholder Agreements, dated May 11, 1999 and  June 2, 1999  (7) (filed as Exhibits 1 and 3 to Schedule 13D). 4.3 Registration Rights Agreement, dated June 2, 1999 (7) (filed as Exhibit 4 to Schedule 13D). 4.4 Subscription Offering of Nontransferable Rights  to Purchase  (8) up to 750,000 Series A Preferred Shares at $100  per share. 10.1 Amended and Restated 1992 Employee Stock Purc hase Plan (3) 10.2 First Amendment to Amended and Restated 1992  Stock Incentive Plan (4) 10.3 Franklin 401(k) Profit Sharing Plan (1) 10.4 Forms of Nonstatutory Stock Options (1) 10.5 Lease Agreements, as amended and proposed to  be amended,  (5) by and between Covey Corporate Campus One, LL C and Covey Corporate  Campus Two, LLC (Landlord) and Covey Leader ship Center, Inc. (Tenant)  which were assumed by Franklin Covey Co. in the  Merger with Covey  Leadership Center, Inc. 10.6 Notes Payable Purchase Agreement for $85.0  million of 6.6% unsecured  (6) senior notes payable, due May 2008. 10.7 Jon H. Rowberry Promissory Note and Security Ag reement, dated  (10) September 23, 1999. 10.8 Credit Agreement with Bank One, NA and Zions Fi rst National Bank,  (9) dated October 8, 1999. 10.9 Partnership Interest Purchase Agreement between the Company and  (10) DayTracker.com dated December 8, 1999. 10.10 Amended and Restated 2000 Employee Stock Purc hase Plan (11) 10.11 Asset Purchase Agreement by and Among  Publisher s Press, Inc.,  (12) Franklin Covey Co., and Western Impressions Cor poration, dated as of  February 15, 2000. 10.12 Sublease Agreement between Franklin Covey Co.  and MyFamily.com, Inc.  ** dated February 18, 2000. This sublease agreement is for office space leased  under the terms of Exhibit 10.5. 10.13 Limited Liability Company Agreement of Franklin  Covey Coaching LLC,  ** dated September 1, 2000. 10.14 Facility and Guaranty Agreement among Franklin  Covey Co., Bank One, NA,  ** as Agent and The Financial Institutions Signatory  Hereto dated March 2000. 2. Exhibit List. 