SECURITIES
      ESCROW AGREEMENT

     

    SECURITIES
      ESCROW AGREEMENT, dated as of November [    ], 2007 (the
“Agreement”) by and among Camden Learning Corporation, a Delaware corporation
      (the “Company”), the undersigned parties listed as Initial Stockholders on the
      signature page hereto (collectively, the “Initial Stockholders”) and Continental
      Stock Transfer & Trust Company, a New York corporation (the “Escrow
      Agent”).

     

    WHEREAS,
      the Company has entered into an Underwriting Agreement, dated November
      [    ], 2007 (“Underwriting Agreement”) with Morgan Joseph
& Co. Inc. (“Morgan Joseph”) acting as representative of the several
      underwriters (collectively, the “Underwriters”), pursuant to which, among other
      matters, the Underwriters have agreed to purchase 6,250,000 units (not
      including the underwriters’ over-allotment option) (“Units”) of the Company.
      Each Unit consists of one share of the Company’s common stock, par value $.0001
      per share (the “Common Stock”), and one warrant (“Warrant”), each Warrant to
      purchase one share of Common Stock, all as more fully described in the Company’s
      definitive Prospectus, dated November [    ], 2007
      (“Prospectus”) comprising part of the Company’s Registration Statement on Form
      S-1 (File No. 333-143098) under the Securities Act of 1933, as amended (the
      “Registration Statement”), declared effective on November
      [           ], 2007 (the
“Effective Date”).

     

    WHEREAS,
      the Initial Stockholders have agreed, as a condition of the Underwriters’
obligation to purchase the Units pursuant to the Underwriting Agreement and
      to
      offer them to the public, to deposit all of their shares of Common Stock, as
      set
      forth opposite their respective names in Exhibit A attached hereto (collectively
      the “Escrow Shares”), in escrow as hereinafter provided; 

     

    WHEREAS,
      the Company has entered into an Amended and Restated Subscription Agreement
      with
      one of the Initial Stockholders (the “Initial Warrantholder”), dated November
      20, 2007 (the “Subscription Agreement”), pursuant to which the Initial
      Warrantholder has agreed to purchase 2,800,000 warrants (the “Private Warrants”)
      in a private placement transaction;

     

    WHEREAS,
      the Initial Warrantholder has agreed as a condition of the sale of the Private
      Warrants to deposit the Private Warrants (together with the Escrow Shares,
      the
“Escrow Securities”), with the Escrow Agent as hereinafter provided;
      and

     

    WHEREAS,
      the Company and the Initial Stockholders desire that the Escrow Agent accept
      the
      Escrow Securities, in escrow, to be held and disbursed as hereinafter
      provided.

     

    IT
      IS
      AGREED:

     

    1. Appointment
      of Escrow Agent.
      The
      Company and the Initial Stockholders hereby appoint the Escrow Agent to act
      in
      accordance with and subject to the terms of this Agreement and the Escrow Agent
      hereby accepts such appointment and agrees to act in accordance with and subject
      to such terms.


     

    2. Deposit
      of Escrow Securities.
      On or
      before the Effective Date, each of the Initial Stockholders shall deliver to
      the
      Escrow Agent certificates representing his, her or its respective Escrow Shares,
      to be held and disbursed subject to the terms and conditions of this Agreement.
      Each Initial Stockholder acknowledges and agrees that the certificates
      representing his or her Escrow Securities will bear a legend to reflect the
      deposit of such Escrow Securities under this Agreement.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    


     

    3. Disbursement
      of the Escrow Securities.
      

     

    3.1 The
      Escrow Agent shall hold the Escrow Shares and the Escrow Warrants until the
      termination of their respective Escrow Period (as defined below). In the case
      of
      the Escrow Shares, the “Escrow Period” shall be the period beginning on the date
      the certificates representing the Shares are deposited with the Escrow Agent
      and
      ending on the date that is twelve (12) months following the consummation of
      the
      initial Business Combination (as such term is defined in the Registration
      Statement). In the case of the Escrow Warrants, the “Escrow Period” shall be the
      period beginning on the date the certificates representing the Warrants are
      deposited with the Escrow Agent and ending on the 90th day after the date of
      the
      consummation of the initial Business Combination. On the termination date of
      the
      applicable Escrow Period, the Escrow Agent shall, upon written instructions
      from
      the Company or Company’s counsel, disburse each of the Initial Stockholder’s
      Escrow Securities to such Initial Stockholder; provided, however, that if the
      Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that
      the
      Company is being liquidated at any time during the Escrow Period, then the
      Escrow Agent shall promptly destroy the certificates representing the Escrow
      Securities; provided further, that if, after the Company consummates a Business
      Combination (as such term is defined in the Registration Statement), it (or
      the
      surviving entity) subsequently consummates a liquidation, merger, stock exchange
      or other similar transaction which results in all of its stockholders of such
      entity having the right to exchange their shares of Common Stock for cash,
      securities or other property, then the Escrow Agent will, upon consummation
      of
      such transaction, release the Escrow Securities to the Initial Stockholders
      so
      that they can similarly participate. The Escrow Agent shall have no further
      duties hereunder after the disbursement or destruction of the Escrow Securities
      in accordance with this Section 3.

     

    3.2 Upon
      written instructions from the Company advising that a Business Combination
      has
      been consummated and that public stockholders holding 20% or more of the shares
      of Common Stock issued pursuant to the Registration Statement exercise the
      right
      to redeem their shares for cash as described in the Registration Statement,
      the
      Escrow Agent will release and deliver to the Company for cancellation on a
      pro
      rata basis certificates representing that number of Escrow Shares (not to exceed
      195,312 in the aggregate) which results in the Initial Stockholders collectively
      owning no more than 23.81% of the Company’s outstanding Common Stock immediately
      prior to the consummation of the Business Combination after giving effect to
      the
      redemption. Such instructions shall set forth both the number of shares the
      Company is redeeming and the number of Escrow Shares to be delivered to the
      Company for cancellation.

     

    4. Rights
      of
      Initial Stockholders in Escrow Securities.

     

    4.1 Voting
      Rights as a Stockholder.
      Subject
      to the terms of the Insider Letters described in Section 4.4 hereof and except
      as herein provided, the Initial Stockholders shall retain all of their rights
      as
      stockholders of the Company during the Escrow Period, including, without
      limitation, the right to vote such shares.

     

    4.2 Dividends
      and Other Distributions in Respect of the Escrow Securities.
      During
      the Escrow Period, all dividends payable in cash with respect to the Escrow
      Securities shall be paid to the Initial Stockholders, but all dividends payable
      in stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to
      the Escrow Agent to hold in accordance with the terms hereof. As used herein,
      the term “Escrow Securities” shall be deemed to include the Non-Cash Dividends
      distributed thereon, if any.

     

    4.3 Restrictions
      on Transfer.
      During
      the Escrow Period, no sale, transfer or other disposition may be made of any
      or
      all of the Escrow Securities except (i) by gift to a member of Initial
      Stockholder’s immediate family or to a trust or other entity, the beneficiary of
      which is an Initial Stockholder or a member of an Initial Stockholder’s
      immediate family, (ii) by virtue of the laws of descent and distribution upon
      death of any Initial Stockholder, (iii) pursuant to a qualified domestic
      relations order, (iv) to an entity that is an Initial Stockholder, (v) to any
      person or entity controlling, controlled by, or under common control with,
      an
      Initial Stockholder or (vi) with respect to an Initial Stockholder who is an
      individual, to an entity controlled by such Initial Stockholder; provided,
      however, that such permitted transfers may be implemented only upon the
      respective transferee’s written agreement to be bound by the terms and
      conditions of this Agreement and of the Insider Letter signed by the Initial
      Stockholder transferring the Escrow Securities. During the Escrow Period, the
      Initial Stockholders shall not pledge or grant a security interest in the Escrow
      Securities or grant a security interest in their rights under this
      Agreement.


    
      
         

      

      
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    4.4 Insider
      Letters.
      Each of
      the Initial Stockholders has executed a letter agreement with Morgan Joseph
      and
      the Company, dated as of the Effective Date, and which is filed as an exhibit
      to
      the Registration Statement (“Insider Letter”), respecting the rights and
      obligations of such Initial Stockholder in certain events, including, but not
      limited to, the liquidation of the Company.

     

    5. Concerning
      the Escrow Agent.

     

    5.1 Good
      Faith Reliance.
      The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith and in the exercise of its own best judgment, and may rely conclusively
      and shall be protected in acting upon any order, notice, demand, certificate,
      opinion or advice of counsel (including counsel chosen by the Escrow Agent),
      statement, instrument, report or other paper or document (not only as to its
      due
      execution and the validity and effectiveness of its provisions, but also as
      to
      the truth and acceptability of any information therein contained) which is
      believed by the Escrow Agent to be genuine and to be signed or presented by
      the
      proper person or persons. The Escrow Agent shall not be bound by any notice
      or
      demand, or any waiver, modification, termination or rescission of this Agreement
      unless evidenced by a writing delivered to the Escrow Agent signed by the proper
      party or parties and, if the duties or rights of the Escrow Agent are affected,
      unless it shall have given its prior written consent thereto.

     

    5.2 Indemnification.
      The
      Escrow Agent shall be indemnified and held harmless by the Company from and
      against any expenses, including counsel fees and disbursements, or loss suffered
      by the Escrow Agent in connection with any action, suit or other proceeding
      involving any claim which in any way, directly or indirectly, arises out of
      or
      relates to this Agreement, the services of the Escrow Agent hereunder, or the
      Escrow Securities held by it hereunder, other than expenses or losses arising
      from the gross negligence or willful misconduct of the Escrow Agent. Promptly
      after the receipt by the Escrow Agent of notice of any demand or claim or the
      commencement of any action, suit or proceeding, the Escrow Agent shall notify
      the other parties hereto in writing. In the event of the receipt of such notice,
      the Escrow Agent, in its sole discretion, may commence an action in the nature
      of interpleader in an appropriate court to determine ownership or disposition
      of
      the Escrow Securities or it may deposit the Escrow Securities with the clerk
      of
      any appropriate court or it may retain the Escrow Securities pending receipt
      of
      a final, non appealable order of a court having jurisdiction over all of the
      parties hereto directing to whom and under what circumstances the Escrow
      Securities are to be disbursed and delivered. The provisions of this Section
      5.2
      shall survive in the event the Escrow Agent resigns or is discharged pursuant
      to
      Sections 5.5 or 5.6 below.

     

    5.3 Compensation.
      The
      Escrow Agent shall be entitled to reasonable compensation from the Company
      for
      all services rendered by it hereunder, as set forth on Exhibit B hereto.
      The Escrow Agent shall also be entitled to reimbursement from the Company for
      all expenses paid or incurred by it in the administration of its duties
      hereunder including, but not limited to, all counsel, advisors’ and agents’ fees
      and disbursements and all taxes or other governmental charges.


    
      
         

      

      
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    5.4 Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and the Initial
      Stockholders shall deliver or cause to be delivered to the Escrow Agent such
      further documents and instruments and shall do or cause to be done such further
      acts as the Escrow Agent shall reasonably request to carry out more effectively
      the provisions and purposes of this Agreement, to evidence compliance herewith
      or to assure itself that it is protected in acting hereunder.

     

    5.5 Resignation.
      The
      Escrow Agent may resign at any time and be discharged from its duties as escrow
      agent hereunder by its giving the other parties hereto written notice and such
      resignation shall become effective as hereinafter provided. Such resignation
      shall become effective at such time that the Escrow Agent shall turn over to
      a
      successor escrow agent appointed by the Company and approved by Morgan Joseph,
      the Escrow Securities held hereunder. If no new escrow agent is so appointed
      within the 60 day period following the giving of such notice of resignation,
      the
      Escrow Agent may deposit the Escrow Securities with any court it deems
      appropriate.

     

    5.6 Discharge
      of Escrow Agent.
      The
      Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the other parties hereto,
      jointly, provided, however, that such resignation shall become effective only
      upon acceptance of appointment by a successor escrow agent as provided in
      Section 5.5.

     

    5.7 Liability.
      Notwithstanding anything herein to the contrary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct.

     

    6. Miscellaneous.

     

    6.1 Governing
      Law.
      This
      Agreement shall for all purposes be deemed to be made under and shall be
      construed in accordance with the laws of the State of New York. Each of the
      parties hereby agrees that any action, proceeding or claim against it arising
      out of or relating in any way to this Agreement shall be brought and enforced
      in
      the courts of the State of New York or the United States District Court for
      the
      Southern District of New York, and irrevocably submits to such jurisdiction,
      which jurisdiction shall be exclusive. Each of the parties hereby waives any
      objection to such exclusive jurisdiction and that such courts represent an
      inconvenient forum.

     

    6.2 Third
      Party Beneficiaries.
      Each of
      the Initial Stockholders hereby acknowledges that the Underwriters, including,
      without limitation, Morgan Joseph, are third party beneficiaries of this
      Agreement and this Agreement may not be modified or changed without the prior
      written consent of Morgan Joseph.

     

    6.3 Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and, except as expressly provided herein, may not
      be
      changed or modified except by an instrument in writing signed by the party
      to
      the charged.

     

    6.4 Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation thereof.

     

    6.5 Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and
      assigns.


    
      
         

      

      
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    6.6 Notices.
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and either be delivered personally or by private national courier
      service, or be mailed, certified or registered mail, return receipt requested,
      postage prepaid, and shall be deemed given when so delivered personally or,
      if
      sent by private national courier service, on the next business day after
      delivery to the courier, or, if mailed, two business days after the date of
      mailing, as follows:

     

    If
      to the
      Company, to:

     

    Camden
      Learning Corporation

    500
      East
      Pratt Street, Suite 1200

    Baltimore,
      Maryland 21202

    Attn:
       David L. Warnock, President

    Fax
      No.:
      (410) 878-6850 

     

    If
      to a
      Stockholder, to his address set forth in Exhibit A.

     

    and
      if to
      the Escrow Agent, to:

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven Nelson and Frank DiPialo

    Fax
      No.:
      (212) 509-5150

     

    A
      copy of
      any notice sent hereunder shall be sent to:

     

    McDermott
      Will Emery LLP

    340
      Madison Avenue

    New
      York,
      New York 10173

    Attn:
       Joel L. Rubinstein, Esq.

     

    and:

    


    Morgan
      Joseph & Co. Inc.

    600
      Fifth
      Avenue, 19th
      floor


    New
      York,
      New York 10020

    Attn:
      Gordon Pollock, Managing Director

     

    and:

     

    Ellenoff,
      Grossman & Schole LLP

    370
      Lexington Avenue

    New
      York,
      New York 10017

    Attn:
      Douglas S. Ellenoff, Esq.

     

    The
      parties may change the persons and addresses to which the notices or other
      communications are to be sent by giving written notice to any such change in
      the
      manner provided herein for giving notice.


    
      
         

      

      
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    6.7 Liquidation
      of Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company in the event that the Company fails to consummate
      a
      Business Combination within the time period(s) specified in the
      Prospectus.

     

    6.8 Waiver.
      Notwithstanding anything herein to the contrary, the Escrow Agent hereby waives
      any and all right, title, interest or claim of any kind (“Claim”) in or to any
      distribution of the Trust Account, and hereby agrees not to seek recourse,
      reimbursement, payment or satisfaction for any Claim against the Trust Account
      for any reason whatsoever.

     

    6.9 Counterparts.
      This
      Agreement may be executed in several counterparts each one of which shall
      constitute an original and may be delivered by facsimile transmission and
      together shall constitute one instrument.

     

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    WITNESS
      the execution of this Agreement as of the date first above written.

     

    CAMDEN
      LEARNING CORPORATION

     

    


    By:

    
      
        

      

    

    David
      L.
      Warnock, Chief Executive Officer and President

    


    CONTINENTAL
      STOCK TRANSFER & TRUST COMPANY

     

    By:

    
      
        

      

    

    Name:

    Title:

     

    


    
      	
              INITIAL
                STOCKHOLDERS:

            
	 
	
              CAMDEN
                LEARNING, LLC 

               

              By:
                Camden Partners Strategic III, LLC

              Its:
                Manager

               

              By:
                Camden Partners Strategic Manager, LLC

              Its:
                Managing Member

               

               

              By: 

              
                

              

              Donald
                W. Hughes

              Managing
                Member

            
	 
	
              Address:500
                East Pratt Street

              Baltimore,
                MD 21202

            
	 
	
                

            
	
              Therese
                Kreig Crane, Ed.D

            
	 
	
                

            
	
              Ronald
                Tomalis

            
	 
	
                

            
	
              William
                Jews

            


    

     

    


     


    
      
         

      

      
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    EXHIBIT
      A

     

     

      
        	
                 Name
                  and Address of Initial Stockholder

              	  	
                Number
                  of Shares

              	 
	
                Number of
                  Warrants

              	 
	
                Stock
                  Certificate Number

              	 
	 	 	 	 	 	 	 	 
	
                Camden
                  Learning, LLC

              	 	 	
                1,458,334

              	 	 	
                2,800,000

              	 	 	

              	 
	
                Therese
                  Kreig Crane, Ed.D

              	 	 	
                34,722

              	 	 	
                0

              	 	 	

              	 
	
                Ronald
                  Tomalis

              	 	 	
                34,722

              	 	 	
                0

              	 	 	

              	 
	
                William
                  Jews

              	 	 	
                34,722

              	 	 	
                0

              	 	 	

              	 


      

    

     

     


    
      
         

      

      
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    EXHIBIT
      B

     

     Escrow
      Agent Fees

     

    $1,800
      annually for acting agent escrow fee.

     

    Initial
      acceptance fee and first year agent fee to be paid at closing.

     

    



    
      
         

      

      
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