EXHIBIT 10.32



 Exhibit 10.32 
  
 SHARE PURCHASE AGREEMENT 
  
 THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of November 4, 2003 by and between Jack Benson
(“Seller”) and Varsity Group, Inc., a Delaware corporation (the “Company”). 
  
 RECITALS: 
  
 WHEREAS, Seller is the sole record and beneficial owner of 50,000 shares of common stock, par value $0.0001 (“Common Stock”), of the Company (the “Shares”); and 
  
 WHEREAS, Seller desires to sell the Shares to the Company,
and the Company desires to purchase the Shares from Seller, upon the terms and subject to the conditions set forth herein. 
  
 AGREEMENT: 
  
 NOW, THEREFORE, the parties agree as follows: 
  
 1. Purchase of Shares. 
  
 1.1 Purchase and Sale. At the Closing (as defined), Seller shall transfer sole and exclusive record and beneficial ownership of the
Shares to the Company solely in exchange for the payment to Seller by the Company at the Closing of an amount equal to $3.765 in cash per share, for an aggregate purchase price for all the Shares of $188,250.00 (the “Purchase
Price”). 
  
 1.2 Closing. At the
Closing, (a) Seller shall deliver or cause to be delivered by electronic transfer share certificates representing the Shares, duly endorsed by Seller, to the Company and (b) the Company shall deliver a check representing the Purchase Price to
Seller. 
  
 1.3 Closing Date. The closing
of the purchase of the Shares by the Company shall take place at the offices of the Company located at 1850 M Street, Suite 1150, Washington, D.C. 20036, on November 4, 2003, or on such later date as may be mutually agreed upon by the parties (the
“Closing”). 
  
 1.4
Additional Documents. Seller agrees to execute and deliver such other documents, agreements, certificates and instruments of conveyance as may reasonably be necessary to implement and consummate the transactions contemplated by this
Agreement. 
  
 1.5 Private Transaction.
The parties agree that the transfer of Shares contemplated by this Agreement shall be a private transaction and not effected through any broker or dealer or by the use of any facility of any national securities exchange or interdealer quotation
system. 







 1.6 Lock-Up. During the period of 90 days from the date of this Agreement, Seller
(i) will not, directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or
otherwise dispose of any Common Stock or other security of the Company or any security convertible into, or exercisable or exchangeable for, Common Stock or any other such security (“Derivative Security”), or make any announcement
of any of the foregoing, and (ii) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of Common Stock or any Derivative
Security, whether or not such transaction is settled by delivery of Common Stock, any Derivative Security, other securities, cash or other consideration. 
  
 2. Representations and Warranties of Seller. 
  
 2.1 General Authority. Seller represents and warrants to the Company that: (i) Seller has the full right, power and authority to
enter into this Agreement and perform the acts required of it hereunder; (ii) its execution and delivery of this Agreement, and its performance of its obligations and duties hereunder, do not and will not violate any agreement to which it is a party
or by which it is otherwise bound; and (iii) when executed and delivered by such party, this Agreement will constitute a legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. 
  
 2.2 Title. Seller represents and warrants to the
Company that Seller has good and marketable title to the Shares free and clear of all liens, claims and encumbrances, agreements, voting trusts, proxies and other arrangements or restrictions of any kind whatsoever, and Seller has not received any
notice to the contrary. 
  
 2.3 No Further
Representations or Warranties. Seller confirms that no representations, warranties, assurances or other agreements (whether express or implied) have been made by the Company with respect to the transactions contemplated hereby, except for those
representations, warranties, assurances and agreements that are specifically set forth in this Agreement. 
  
 3. General Provisions. 
  
 3.1 Benefit and Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns. 
  
 3.2 Indemnity and Expenses. Seller hereby agrees to indemnify and hold harmless the Company from any and all costs, expenses, damages or other losses incurred by it (including, without limitation, reasonable
fees and expenses of counsel to enforce the terms hereof) as a result of the breach by Seller of any representation, warranty, assurance or other agreement made by Seller herein. 
  
 3.3 Counterparts. This Agreement may be executed simultaneously in two or more counterparts and
signature pages may be delivered by facsimile, each of which shall be deemed to be an original. 







 3.4 Governing Law. This Agreement shall in all respects be governed and construed
in accordance with the internal laws of the State of Delaware. 
  
 3.5 No Third Party Beneficiaries. The parties hereto do not intend to create any rights in third persons and the parties hereto agree that there are no third party beneficiaries to this Agreement. No party
other than a party to this Agreement may enforce this Agreement, claim any right to benefit from this Agreement, or rely upon the existence of this Agreement for its benefit. 
  
 3.6 Entire Agreement. Each party hereto acknowledges that he, she or it has read this Agreement,
understands it, and agrees to be bound by its terms, and further acknowledges and agrees that this Agreement is the complete and exclusive statement of the agreement and understanding of the parties regarding the subject matter hereof, which
supersedes and merges all prior proposals, agreements and understandings, oral and written, relating to the subject matter hereof. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, extension or discharge is sought. 
  
 (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.) 







 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first set forth
above. 
  

			
	 SELLER

	
	

	Name:	 	 
	
	 VARSITY GROUP, INC.

		
	By:	 	  


	Name:	 	 
	Title: