Exhibit
      10.8

    


    


    RIGHT
      OF FIRST REFUSAL AND

    CORPORATE
      OPPORTUNITIES AGREEMENT

    


    THIS
      RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “
Agreement”)
      is
      made as of July 2, 2007 by and among Camden Learning Corporation, a Delaware
      corporation (the “ Company”),
      Camden Partners Strategic Fund III, L.P. and Camden Partners Strategic Fund
      III-A, L.P. (collectively with Camden Partners Strategic Fund III, L.P. the
“
Camden 
      III
      Funds”),
      in
      connection with the Company’s proposed public offering of Units pursuant to a
      registration statement on Form S-1, filed by the Company with the Securities
      and
      Exchange Commission (as amended, the “ Registration
      Statement”).

    


    RECITALS

    


    WHEREAS,
      the Camden III Funds are the sole members of Camden Learning, LLC, the sponsor
      of the Company, and the Company and the Camden III Funds share certain officers
      and directors; and

    


    WHEREAS,
      because each of the Company and the Camden III Funds will be seeking business
      opportunities in the education industry, the parties have made this Agreement
      to
      clarify the business opportunities for which each party shall have the right
      of
      first refusal.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

    


    1.
      Right
      of First Refusal
      . For
      the term specified in Section 2
      of this
      Agreement and subject to subsections (b), (c) and (e) of this Section
      1
      , each
      of the Camden III Funds hereby grants to the Company a right of first
      refusal as follows:

    


    (a)
        Each of the Camden III Funds shall first present any investment or
      acquisition opportunity in a business or businesses in the education industry
      whose aggregate fair market value is at least equal to 80% of the balance of
      the
      Company’s trust account (as described in the Registration Statement), to a
      committee of the Company’s independent directors, and will not enter into any
      agreement to purchase or invest in such business or businesses until the
      Company’s committee of independent directors determines, within the time frame
      and manner specified below, whether or not to pursue such business
      opportunity.

    


    (b)
        Notwithstanding anything to the contrary in this Agreement, the Company
      agrees that any such business entity with respect to which any of the Camden
      III
      Funds has initiated any contacts or entered into any discussions or
      negotiations, formal or informal, regarding the Camden III Funds’ acquisition
      of, or investment in, such business prior to the completion of the Company’s
      offering, as set forth in the Registration Statement, will not be a potential
      acquisition target for Company, unless the Camden III Funds decline to pursue
      such business opportunity and notify Company of the same in
      writing.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)
        After review of any potential corporate opportunity, the Company may
      release the right of first refusal set forth in this Section 1 with respect
      to
      such corporate opportunity. Decisions by the Company to release either of the
      Camden III Funds to pursue such corporate opportunity within the education
      industry will be made by a majority of the Company’s independent directors.
 

    


    (d)
        As used herein, the term “ Business
      Combination”
(as
      described more fully in the Registration Statement) shall mean a merger, capital
      stock exchange, asset acquisition, or other similar business combination between
      the Company and one or more operating businesses in the education
      industry.

    


    (e)
        Each of the Camden III Funds whose general partner, principals,
      directors, officers or employees become aware of a corporate opportunity which
      is subject to this Agreement shall provide written notice of the business
      opportunity to the Company pursuant to this right of first refusal within five
      (5) business days of its identification of the corporate opportunity. Any right
      of first refusal granted shall expire ninety (90) days from the date of the
      written notice, provided that, during such ninety (90) -
      day
      period, the Company has failed to commence discussions with any third party
      regarding a Business Combination.

    


    2.
      Term
      . This
      Agreement shall become effective on its execution and shall remain in effect
      for
      a period to expire upon the earlier of (i) the consummation by the Company
      of a Business Combination or (ii) 24 months following the consummation of
      the Company’s offering pursuant to the Registration Statement.

    


    3.
      Notices
      . All
      notices or communications hereunder shall be in writing, addressed as
      follows:

    


    To
      the
      Company:

    


    Camden
      Learning Corporation

    500
      East
      Pratt Street

    Suite
      1200

    Baltimore,
      MD 21202

    Attn:
      David L. Warnock

    


    with
      copies to:

    


    Douglass
      S. Ellenoff, Esq.

    Ellenoff,
      Grossman & Schole LLP

    370
      Lexington Avenue, 19 th
      Floor

    New
      York,
      New York 10017

    


    If
      to
      Camden III Funds:

    


    Camden
      Partners Strategic Fund III

    500
      East
      Pratt Street

    Suite
      1200

    Baltimore,
      MD 21202

    Attn:
      Donald W. Hughes

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Camden
      Partners Strategic Fund III-A, L.P.

    500
      East
      Pratt Street

    Suite
      1200

    Baltimore,
      MD 21202

    Attn:
      Donald W. Hughes

    


    with
      copies to:

    


    Jeffrey
      Kagan, Esq.

    Wilmer
      Hale LLP

    100
      Light
      Street

    Baltimore,
      Maryland 21202

    


    Any
      such
      notice or communication shall be delivered by hand or by courier or sent
      certified or registered mail, return receipt requested, postage prepaid,
      addressed as above (or to such other address as such party may designate in
      a
      notice delivered as described above), and the third business day after the
      actual date of mailing shall constitute the time at which notice was
      given.

    


    4.
      Severability
      . If any
      provision of this Agreement shall be declared to be invalid or unenforceable,
      in
      whole or in part, such invalidity or unenforceability shall not affect the
      remaining provisions hereof which shall remain in full force and
      effect.

    


    5.
      Assignment
      .
      Neither this Agreement nor any rights or obligations hereunder shall be
      assignable or otherwise subject to hypothecation by any of the parties
      hereto.

     

    6.
      Amendment
      . This
      Agreement may only be amended by written agreement of the parties
      hereto.

    


    7.
      Survival
      . The
      respective rights and obligations of the parties hereunder shall survive any
      termination of this Agreement to the extent necessary to the intended
      preservation of such rights and obligations. The provisions of this Section 7
      are in
      addition to the survivorship provisions of any other section of this
      Agreement.

    


    8.
      Governing
      Law
      . This
      Agreement shall be construed, interpreted, and governed in accordance with
      the
      laws of the State of New York, without reference to rules relating to conflicts
      of law.

    


    9.
      Effect
      on Prior Agreements
      . This
      Agreement contains the entire understanding between the parties hereto and
      supersedes in all respects any prior or other agreement or understanding
      concerning the subject matter hereof between the Company and the Camden III
      Funds.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10.
      Counterparts
      . This
      Agreement may be executed in two or more counterparts, each of which will be
      deemed an original, but all of which, taken together, shall be deemed one
      document

    


    11.
      Mutual
      Waiver of Jury Trial
      .
      BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS
      ARE
      MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON
      AND
      THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES),
      THE
      PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
      APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST BENEFITS OF THE JUDICIAL SYSTEM,
      THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
      PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS
      AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

    


    12.
      Waiver
      . Each
      party acknowledges and permanently and irrevocably waives any and all claims
      against the other parties hereto in respect of any business opportunities not
      received by it pursuant to the terms of this Agreement.

    


    [Signatures
      Follow on Next Page]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Right of First Refusal
      and Corporate Opportunities Agreement as of the date first specified
      above.

     

    CAMDEN
      LEARNING CORPORATION

    


    
      	
              By:

            	
              /s/
                David L. Warnock

            	
               

            
	
               

            	
              
                

              

              Name:
                David L. Warnock

            	
               

            
	
               

            	
              Title:
                President and Chief Executive Officer

            	
               

            
	
               

            	
               

            	
               

            
	
              CAMDEN
                PARTNERS STRATEGIC FUND III, L.P.

            	
               

            
	
               

            	
               

            	
               

            
	
              By:

            	
              Camden
                Partners Strategic III, LLC

            	
               

            
	
               

            	
              Its
                General Partner

            	
               

            
	
               

            	
               

            	
               

            
	
              By:

            	
              Camden
                Partners Strategic Manager, LLC

            	
               

            
	
               

            	
              Its
                Managing Member

            	
               

            
	
               

            	
               

            	
               

            
	
              By:

            	
              /s/
                Donald W. Hughes

            	
               

            
	
               

            	
              
                

              

              Name:
                Donald W. Hughes

            	
               

            
	
               

            	
              Title:
                Managing Member

            	
               

            
	
               

            	
               

            	
               

            
	
              CAMDEN
                PARTNERS STRATEGIC FUND III-A, L.P.

            	
               

            
	
               

            	
               

            	
               

            
	
              By:

            	
              Camden
                Partners Strategic III, LLC

            	
               

            
	
               

            	
              Its
                General Partner

            	
               

            
	
               

            	
               

            	
               

            
	
              By:

            	
              Camden
                Partners Strategic Manager, LLC

            	
               

            
	
               

            	
              Its
                Managing Member

            	
               

            
	
               

            	
               

            	
               

            
	
              By:

            	
              /s/
                Donald W. Hughes

            	
               

            
	
               

            	
              
                

              

              Name:
                Donald W. Hughes

            	
               

            
	
               

            	
              Title:
                Managing Member