Mount Knowledge Holdings, Inc.: Exhibit 10.1 - Filed by
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Exhibit 10.1

AMENDMENT NO.1 TO DEFINITIVE AGREEMENT 

THIS AMENDMENT NO.1 TO DEFINITIVE
AGREEMENT (the “Amendment”) is made and entered into as of this 29th day of
October, 2010, by and among THE LANGUAGE KEY TRAINING LTD, a British Virgin
Islands Corporation, Dirk Haddow, Mark Wood, Chris Durcan and/or Jeff
Tennenbaum, individually, (collectively hereinafter referred to as the
“Sellers”), and MOUNT KNOWLEDGE HOLDINGS, INC., a Nevada Corporation (the
“Company”), (collectively referred to as the “Parties”). 

RECITALS 

WHEREAS, the Parties have entered
into that certain Definitive Agreement (the “Definitive Agreement”) dated as of
October 5, 2010 pursuant to which the Sellers have agreed to sell to the Company
and the Company has agreed to purchase from the Sellers a certain amount of
ownership interest in one or more of the entities owned and operated by the
Sellers, including additional considerations, in accordance with the terms and
conditions set forth therein; 

WHEREAS, Sections 3.3, 3.4 and
3.5 of the Definitive Agreement provide that certain events described therein
shall occur on October 31, 2010 and Section 5.1 of the Definitive Agreement
provides that the Closing shall occur on or before October 31, 2010 or at such
later date as shall be mutually agreed upon by the Parties; and 

WHEREAS, the Parties mutually
agree to amend Sections 3.3, 3.4 and 3.5 of the Definitive Agreement to reflect
that the events described therein shall occur on December 31, 2010 and to amend
Section 5.1 of the Definitive Agreement to reflect that Closing shall occur on
or before December 31, 2010 or at such later date as shall be mutually agreed
upon by the Parties; 

WHEREAS, Section 9.8 of the
Definitive Agreement provides that no modification thereof shall be effective
unless in writing and signed by all the Parties; and

WHEREAS, the Parties intend that
this Amendment satisfy the requirements of Section 9.8 of the Definitive
Agreement with respect to the matters set forth herein.

NOW, THEREFORE, in consideration
of the promises and for other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties, agree as follows:

AGREEMENT 

1.    
 Amendments. 

(a) Sections 3.3, 3.4 and 3.5 of the Definitive
Agreement are each hereby amended by replacing each occurrence of “October 31,
2010” therein to “December 31, 2010”. 

(b) Section 5.1 of the Agreement is hereby amended and restated in its entirety
to read as follows:

“Closing and Closing Date.
Subject to the satisfaction or waiver of each of the conditions precedent to
closing set forth herein, the closing of the transactions contemplated by this
Agreement (the "Closing") shall occur on or before December 31, 2010 or at such
later date as shall be mutually agreed upon by the Parties hereto (the “Closing
Date”).”




3.    
 Defined Terms. Unless otherwise defined herein, all capitalized
terms shall have the meanings specified or referred to in the Definitive
Agreement.

4.    
 GOVERNING LAW. THIS AMENDMENT AND THE PERFORMANCE HEREOF SHALL BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, OF
THE UNITED STATES OF AMERICA. ANY DISPUTE ARISING UNDER OR OUT OF THIS AGREEMENT
SHALL BE SUBMITTED FOR RESOLUTION TO AN APPLICABLE STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION THAT IS LOCATED IN THE STATE OF NEVADA, OF THE UNITED
STATES OF AMERICA. 

5.    
 Counterparts. This Amendment may be executed in any number of
counterparts, all of which will constitute one and the same instrument and shall
become effective when one or more counterparts have been signed by each of the
parties and delivered to the other party. Facsimile or other electronic
transmission of any signed original document shall be deemed the same as
delivery of an original. Except as provided in this Amendment, the Merger
Agreement shall remain in full force and effect in accordance with its
terms.

IN WITNESS WHEREOF, the Parties hereto have caused this
Amendment to be duly executed on this 29th day of October 2010.


	WITNESSES: 	 	SELLERS 
	  	 	  
	  	 	  
	  	 	LANGUAGE KEY TRAINING LTD., 
	  	 	A British Virgin Island Corporation
  
	  	 	  
	  	 	  
	  	 	  
	  	 	/s/ Dirk Haddow 
	  	 	BY: Dirk Haddow 
	Print Name: _______________	 	ITS: President and CEO 
	  	 	  
	  	 	  
	  	 	  
	  	 	  
	  	 	/s/ Dirk Haddow 
	  	 	BY: Dirk Haddow, Individually 
	Print Name: _______________	 	  
	  	 	  
	  	 	  
	  	 	  
	  	 	/s/ Mark Wood 
	  	 	BY: Mark Wood, Individually 
	Print Name: _______________	 	  


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	  	 	/s/ Chris Durcan 
	  	 	BY: Chris Durcan, Individually 
	Print Name: _______________	 	  
	  	 	  
	  	 	  
	  	 	  
	  	 	  
	  	 	/s/ Jeff Tennenbaum 
	  	 	BY: Jeff Tennenbaum, Individually 
	Print Name: _______________	 	  
	  	 	  
	  	 	  
	  	 	  
	  	 	  
	WITNESSES: 	 	COMPANY 
	  	 	  
	  	 	  
			MOUNT KNOWLEDGE HOLDINGS, INC., 
	  	 	A Nevada Corporation, USA 
	  	 	  
	  	 	  
	  	 	  
	  	 	/s/ Daniel A. Carr 
	  	 	BY: Daniel A. Carr 
	Print Name: _______________	 	ITS: President and CEO



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