Unassociated Document


    AMENDMENT

    TO

    SUBSCRIPTION
      AGREEMENT

    


    CAMPUSU,
      INC. 

    (formerly
      known as CampusTech, Inc.)

    


    Offering
      of Units Consisting of 8% Convertible Debentures and Warrants for Common
      Stock

    


    


    Reference
      is made to the Subscription Agreement (the “Original
      Agreement”)
      by and
      between CampusU, Inc., formerly known as CampusTech, Inc. (the “Company”),
      and
      the undersigned (the “Purchaser”).
      Unless otherwise defined herein, all capitalized terms will have the meaning
      set
      forth in the Original Agreement. 

    


    WHEREAS,
      the Original Agreement provided that the Company shall include all Registrable
      Shares in the Registration Statement filed with the Securities and Exchange
      Commission (the “Commission”)
      in
      connection with a Qualifying IPO; and 

    


    WHEREAS,
      the Original Agreement provided that the Purchasers shall have certain piggyback
      registration rights in connection with the Registrable Shares; and 

    


    WHEREAS,
      the parties have agreed to modify the above registration rights provided for
      in
      the Original Agreement in order to facilitate the consummation of the Company’s
      proposed initial public offering of its common stock;

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, and intending to be bound hereby, the parties
      hereby agree as follows: 

    


    1. Registration
      Rights.
      

    


    (a) Notwithstanding
      anything to the contrary in the Original Agreement (including, without
      limitation, Sections 5.1 and 5.2 of such agreement), the Purchaser shall not
      be
      entitled to any registration rights in connection with its purchase of
      securities under the Original Agreement other than as set forth in 1(b)
      below.

    


    (b) On
      or
      prior to 95 days following the closing of a Qualifying IPO, the Company shall
      prepare and file with the Commission a Registration Statement covering the
      resale of all Registrable Shares not already covered by an existing and
      effective Registration Statement for an offering to be made on a continuous
      basis pursuant to Rule 415. The Company shall use its reasonable best efforts
      to
      cause the Registration Statement to be declared effective under the Securities
      Act as soon as practicable, and shall use its reasonable best efforts to keep
      the Registration Statement effective under the Securities Act during the
      Effectiveness Period.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2. Governing
      Law.
      

    


    All
      questions concerning the construction, validity and interpretation of this
      Amendment shall be governed by and construed in accordance with the internal
      law
      (and not the law of conflicts) of New York applicable to contracts made and
      performed in such state, without regard to the principles of conflicts of laws
      (other than the principles set forth in Section 5-1401 of the General
      Obligations Law of the State of New York).

    


    


    


    Dated
      as
      of August ___, 2007

    


    
      	 	 	 
	 	CampusU,
              Inc.
	 
 	 
 	 
 
	Date: 	By:  	/s/ 
	 	
              

              Name: Michael
                Faber

              Title: Executive
                Chairman & Chairman of   the
                Board

            
	 	 


    

    


    Accepted
      and agreed by the Purchaser

    as
      of the
      date first above written:


    



    By: _______________________________

    Name:
      

    Title: