EXHIBIT
      10.4

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the
      29th
      day of
      November, 2007, by and among Camden Learning Corporation, a Delaware corporation
      (the “Company”), and the undersigned parties listed under Investors on the
      signature page hereto (each, an “Investor” and collectively, the
“Investors”).

     

    WHEREAS,
      the Investors currently hold all of the issued and outstanding securities of
      the
      Company;

     

    WHEREAS,
      the Investors currently hold an aggregate of 2,800,000 warrants (“Warrants”),
      exercisable into an aggregate of 2,800,000 shares of the Company’s Common Stock
      (as defined below) (“Warrant Shares”), each of the Warrants and the Warrant
      Shares shall be referred to herein as the “Warrant Securities”;

     

    WHEREAS,
      the Investors and the Company desire to enter into this Agreement to provide
      the
      Investors with certain rights relating to the registration of shares of Common
      Stock and Warrant Securities held by them;

     

    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. DEFINITIONS.
      The
      following capitalized terms used herein have the following
      meanings:

     

    “Agreement”
means
      this Agreement, as amended, restated, supplemented, or otherwise modified from
      time to time.

     

    “Business
      Combination”
means
      the acquisition of direct or indirect ownership through a merger, capital stock
      exchange, asset or stock acquisition or other similar type of transaction,
      of an
      operating business or businesses having collectively, a fair market value of
      at
      least 80% of the Company’s net assets at the time of such transaction; provided,
      however, that, any acquisition of multiple operating businesses shall occur
      contemporaneously with one another.

     

    “Commission”
means
      the Securities and Exchange Commission, or any other federal agency then
      administering the Securities Act or the Exchange Act.

     

    “Common
      Stock”
means
      the common stock, par value $0.0001 per share, of the Company.

     

    “Company”
is
      defined in the preamble to this Agreement.

     

     “Demand
      Registration”
is
      defined in Section 2.1.1.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     “Demanding
      Holder”
is
      defined in Section 2.1.1.

     

     “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      of the Commission promulgated thereunder, all as the same shall be in effect
      at
      the time.

     

     “Form
      S-3”
is
      defined in Section 2.2.4.

     

     “Indemnified
      Party”
is
      defined in Section 4.3.

     

     “Indemnifying
      Party”
is
      defined in Section 4.3.

     

     “Investor”
is
      defined in the preamble to this Agreement.

     

     “Investor
      Indemnified Party”
is
      defined in Section 4.1.

     

     “Maximum
      Number of Shares”
is
      defined in Section 2.1.4.

     

     “Notices”
is
      defined in Section 6.3.

     

     “Piggy-Back
      Registration”
is
      defined in Section 2.2.1.

     

    “Purchase
      Option”
means
      the option to purchase 625,000 units, each unit consisting of one share of
      Common Stock and one Common Stock purchase warrant, issued to Morgan Joseph
      or
      its registered assignees in connection with the Company’s initial public
      offering or securities (as may be transferred from time to time in accordance
      with its terms). 

     

    “Purchase
      Option Securities”
means
      the securities underlying the Purchase Option that have been granted
      registration rights by the Company pursuant to the Purchase Option.

     

    “Register,”
      “registered”
and
      “registration”
mean
      a
      registration with respect to the Registrable Securities effected by preparing
      and filing a registration statement or similar document in compliance with
      the
      requirements of the Securities Act, and the applicable rules and regulations
      promulgated thereunder, and such registration statement becoming
      effective.

     

     “Registrable
      Securities”
mean
      the 1,562,500 shares of Common Stock, 2,800,000 Warrants and 2,800,000
      Warrant Shares owned or held by Investors prior to the effective date of the
      Company’s initial public offering of securities, in each case that are eligible
      for registration under the Securities Act and the terms of the Securities Escrow
      Agreement. Registrable Securities include any warrants, shares of capital stock
      or other securities of the Company issued as a dividend or other distribution
      with respect to or in exchange for or in replacement of such shares of Common
      Stock. As to any particular Registrable Securities, such securities shall cease
      to be Registrable Securities when: (a) a Registration Statement with respect
      to
      the sale of such securities shall have become effective under the Securities
      Act
      and such securities shall have been sold, transferred, disposed of or exchanged
      in accordance with such Registration Statement; (b) such securities shall have
      been otherwise transferred, new certificates for them not bearing a legend
      restricting further transfer shall have been delivered by the Company and
      subsequent public distribution of them shall not require registration under
      the
      Securities Act; (c) such securities shall have ceased to be outstanding, or
      (d)
      the Securities and Exchange Commission makes a definitive determination to
      the
      Company that the Registrable Securities are saleable under Rule
      144(k).

     

    
      
        
        

      

      
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     “Registration
      Statement”
means
      a
      registration statement filed by the Company with the Commission in compliance
      with the Securities Act and the rules and regulations promulgated thereunder
      for
      a public offering and sale of Common Stock (other than a registration statement
      on Form S-4 or Form S-8, or their successors, or any registration statement
      covering only securities proposed to be issued in exchange for securities or
      assets of another entity).

     

     “Release
      Date I”
means
      the date on which shares of Common Stock are disbursed from escrow pursuant
      to
      Section 3 of the Securities Escrow Agreement.

     

    “Release
      Date II”
means
      the date on which the Company publicly announces that it has entered into a
      letter of intent with respect to a proposed Business Combination.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations of the
      Commission promulgated thereunder, all as the same shall be in effect at the
      time.

     

    “Securities
      Escrow Agreement”
means
      that certain Securities Escrow Agreement dated as of [ ], 2007 by and among
      the
      parties hereto and Continental Stock Transfer & Trust Company.

     

    “Underwriter”
means
      a
      securities dealer who purchases any Registrable Securities as principal in
      an
      underwritten offering and not as part of such dealer’s market-making
      activities.

     

    2. REGISTRATION
      RIGHTS.

     

    2.1 Demand
      Registration.

     

    2.1.1. Request
      for Registration.
      At any
      time and from time to time on or after each of Release Date I as it relates
      to
      the 1,562,500 shares of Common Stock and Release Date II as it relates to the
      Warrant Securities, as applicable, the holders of a majority-in-interest of
      the
      1,562,500 shares of Common Stock or Warrant Securities, as the case may be,
      held
      by the Investors or the transferees of the Investors, may make a written demand
      for registration under the Securities Act of all or part of their Registrable
      Securities (a “Demand
      Registration”).
      Any
      demand for a Demand Registration shall specify the number and type of
      Registrable Securities proposed to be sold and the intended method(s) of
      distribution thereof. The Company will notify all holders of Registrable
      Securities of the demand within ten (10) days from the receipt of the Demand
      Registration, and each holder of Registrable Securities who wishes to include
      all or a portion of such holder’s Registrable Securities in the Demand
      Registration (each such holder including shares of Registrable Securities in
      such registration, a “Demanding
      Holder”)
      shall
      so notify the Company within fifteen (15) days after the receipt by the holder
      of the notice from the Company. Upon any such request, the Demanding Holders
      shall be entitled to have their Registrable Securities included in the Demand
      Registration, subject to Section 2.1.4 and the provisos set forth in Section
      3.1.1. The Company shall not be obligated to effect more than an aggregate
      of
      two (2) Demand Registrations with respect to the 1,562,500 shares of Common
      Stock and two (2) Demand Registrations with respect to the Warrant Securities
      under this Section 2.1.1 in respect of Registrable Securities. In no event
      shall
      a registration statement that has been filed with respect to the Warrant
      Securities be declared effective until the Company has completed its initial
      Business Combination.

     

    
      
        
        

      

      
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    2.1.2. Effective
      Registration.
      A
      registration will not count as a Demand Registration until the Registration
      Statement filed with the Commission with respect to such Demand Registration
      has
      been declared effective and the Company has complied with all of its obligations
      under this Agreement or otherwise with respect thereto; provided,
      however,
      if,
      after such Registration Statement has been declared effective, the offering
      of
      Registrable Securities pursuant to a Demand Registration is interfered with
      by
      any stop order or injunction of the Commission or any other governmental agency
      or court, the Registration Statement with respect to such Demand Registration
      will be deemed not to have been declared effective, unless and until, (i) such
      stop order or injunction is removed, rescinded or otherwise terminated, and
      (ii)
      a majority-in-interest of the Demanding Holders thereafter elect to continue
      the
      offering; provided,
      further,
      the
      Company shall not be obligated to file a second Registration Statement until
      a
      Registration Statement that has been filed is counted as a Demand Registration
      or is terminated.

     

    2.1.3. Underwritten
      Offering.
      If a
      majority-in-interest of the Demanding Holders so elect and such holders so
      advise the Company as part of their written demand for a Demand Registration,
      the offering of such Registrable Securities pursuant to such Demand Registration
      shall be in the form of an underwritten offering. In such event, the right
      of
      any holder to include its Registrable Securities in such registration shall
      be
      conditioned upon such holder’s participation in such underwriting and the
      inclusion of such holder’s Registrable Securities in the underwriting to the
      extent provided herein. All Demanding Holders proposing to distribute their
      securities through such underwriting shall enter into an underwriting agreement
      in customary form with the Underwriter or Underwriters selected for such
      underwriting by a majority-in-interest of the holders initiating the Demand
      Registration.

     

    2.1.4. Reduction
      of Offering.
      If the
      managing Underwriter or Underwriters for a Demand Registration that is to be
      an
      underwritten offering advises the Company and the Demanding Holders in writing
      that the dollar amount or number of shares of Registrable Securities which
      the
      Demanding Holders desire to sell, taken together with all other shares of Common
      Stock or other securities which the Company desires to sell and the shares
      of
      Common Stock, if any, as to which registration has been requested pursuant
      to
      written contractual piggy-back registration rights held by other shareholders
      of
      the Company who desire to sell, exceeds the maximum dollar amount or maximum
      number of shares that can be sold in such offering without adversely affecting
      the proposed offering price, the timing, the distribution method, or the
      probability of success of such offering (such maximum dollar amount or maximum
      number of shares, as applicable, the “Maximum
      Number of Shares”),
      then
      the Company shall include in such registration: (i) first, the Registrable
      Securities as to which Demand Registration has been requested by the Demanding
      Holders (pro
      rata
      in
      accordance with the number of shares of Registrable Securities which such
      Demanding Holders have requested be included in such registration, regardless
      of
      the number of shares of Registrable Securities held by each Demanding Holder)
      that can be sold without exceeding the Maximum Number of Shares;
      (ii) second, to the extent that the Maximum Number of Shares has not been
      reached under the foregoing clause (i), the shares of Common Stock or other
      securities that the Company desires to sell that can be sold without exceeding
      the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number
      of Shares has not been reached under the foregoing clauses (i) and (ii), the
      shares of Common Stock for the account of other persons that the Company is
      obligated to register pursuant to written contractual arrangements with such
      persons and that can be sold without exceeding the Maximum Number of Shares;
      and
      (iv) fourth, to the extent that the Maximum Number of Shares have not been
      reached under the foregoing clauses (i), (ii), and (iii), the shares of Common
      Stock that other shareholders desire to sell that can be sold without exceeding
      the Maximum Number of Shares.

     

    
      
        
        

      

      
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    2.1.5. Withdrawal.
      If a
      majority-in-interest of the Demanding Holders disapprove of the terms of any
      underwriting or are not entitled to include all of their Registrable Securities
      in any offering, such majority-in-interest of the Demanding Holders may elect
      to
      withdraw from such offering by giving written notice to the Company and the
      Underwriter or Underwriters of their request to withdraw prior to the
      effectiveness of the Registration Statement filed with the Commission with
      respect to such Demand Registration. In such event, the Company need not seek
      effectiveness of such Registration Statement for the benefit of other Investors.
      If the majority-in-interest of the Demanding Holders withdraws from a proposed
      offering relating to a Demand Registration, then such registration shall not
      count as a Demand Registration provided for in Section 2.1.1.

     

    2.2 Piggy-Back
      Registration.

     

    2.2.1. Piggy-Back
      Rights.
      If at
      any time on or after Release Date I as it relates to the 1,562,500 shares of
      Common Stock and Release Date II as it relates to the Warrant Securities, the
      Company proposes to file a Registration Statement under the Securities Act
      with
      respect to an offering of equity securities, or securities or other obligations
      exercisable or exchangeable for, or convertible into, equity securities, by
      the
      Company for its own account or for shareholders of the Company for their account
      (or by the Company and by shareholders of the Company including, without
      limitation, pursuant to Section 2.1), other than a Registration Statement (i)
      filed in connection with any employee stock option or other benefit plan, (ii)
      for an exchange offer or offering of securities solely to the Company’s existing
      shareholders, (iii) for an offering of debt that is convertible into equity
      securities of the Company or (iv) for a dividend reinvestment plan, then the
      Company shall (x) give written notice of such proposed filing to the holders
      of
      Registrable Securities as soon as practicable but in no event less than ten
      (10)
      days before the anticipated filing date, which notice shall describe the amount
      and type of securities to be included in such offering, the intended method(s)
      of distribution, and the name of the proposed managing Underwriter or
      Underwriters, if any, of the offering, and (y) offer to the holders of
      Registrable Securities in such notice the opportunity to register the sale
      of
      such number of shares of Registrable Securities as such holders may request
      in
      writing within five (5) days following receipt of such notice (a “Piggy-Back
      Registration”).
      The
      Company shall cause such Registrable Securities to be included in such
      registration and shall use its best efforts to cause the managing Underwriter
      or
      Underwriters of a proposed underwritten offering to permit the Registrable
      Securities requested to be included in a Piggy-Back Registration to be included
      on the same terms and conditions as any similar securities of the Company and
      to
      permit the sale or other disposition of such Registrable Securities in
      accordance with the intended method(s) of distribution thereof. All holders
      of
      Registrable Securities proposing to distribute their securities through a
      Piggy-Back Registration that involves an Underwriter or Underwriters shall
      enter
      into an underwriting agreement in customary form with the Underwriter or
      Underwriters selected for such Piggy-Back Registration.

     

    
      
        
        

      

      
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    2.2.2. Reduction
      of Offering.
      If the
      managing Underwriter or Underwriters for a Piggy-Back Registration that is
      to be
      an underwritten offering advises the Company and the holders of Registrable
      Securities in writing that the dollar amount or number of shares of Common
      Stock
      which the Company desires to sell, taken together with shares of Common Stock,
      if any, as to which registration has been demanded pursuant to written
      contractual arrangements with persons other than the holders of Registrable
      Securities hereunder, the Registrable Securities as to which registration has
      been requested under this Section 2.2, and the shares of Common Stock, if any,
      as to which registration has been requested pursuant to the written contractual
      piggy-back registration rights of other shareholders of the Company, exceeds
      the
      Maximum Number of Shares, then the Company shall include in any such
      registration:

     

    (i) If
      the
      registration is undertaken for the Company’s account: (A) first, the shares
      of Common Stock or other securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Number of Shares; (B) second, to the extent
      that the Maximum Number of Shares has not been reached under the foregoing
      clause (A), the shares of Common Stock or other securities, if any, including
      the Registrable Securities, and Purchase Option Securities as to which
      registration has been requested pursuant to the applicable written contractual
      piggy-back registration rights of such security holders (pro
      rata
      in
      accordance with the number of shares of Common Stock which each such person
      has
      actually requested to be included in such registration, regardless of the number
      of shares of Common Stock with respect to which such persons have the right
      to
      request such inclusion) that can be sold without exceeding the Maximum Number
      of
      Shares; and (C) third, to the extent that the Maximum Number of shares has
      not
      been reached under the foregoing clauses (A) and (B), the shares of Common
      Stock
      or other securities for the account of other persons that the Company is
      obligated to register pursuant to written contractual piggy-back registration
      rights with such persons (pro
      rata
      in
      accordance with the number of shares of Common Stock which each such person
      has
      actually requested to be included in such registration, regardless of the number
      of shares of Common Stock with respect to which such persons have the right
      to
      request such inclusion) that can be sold without exceeding the Maximum Number
      of
      Shares; and

     

    (ii) If
      the
      registration is a “demand” registration undertaken at the demand of persons
      other than the holders of Registrable Securities or pursuant to contractual
      arrangements with such persons, (A) first, the shares of Common Stock for the
      account of the demanding persons that can be sold without exceeding the Maximum
      Number of Shares; (B) second, to the extent that the Maximum Number of Shares
      has not been reached under the foregoing clause (A), the shares of Common Stock
      or other securities that the Company desires to sell that can be sold without
      exceeding the Maximum Number of Shares; (C) third, to the extent that the
      Maximum Number of Shares has not been reached under the foregoing clauses (A)
      and (B), the Registrable Securities and Purchase Option Securities as to which
      registration has been requested under this Section 2.2 ( pro
      rata
      in
      accordance with the number of shares of Registrable Securities or Purchase
      Options Securities held by each such holder); and (D) fourth, to the extent
      that
      the Maximum Number of Shares has not been reached under the foregoing clauses
      (A), (B) and (C), the shares of Common Stock or other securities for the account
      of other persons that the Company is obligated to register, if any, as to which
      registration has been requested pursuant to written contractual arrangements
      with such persons that can be sold without exceeding the Maximum Number of
      Shares.

     

    
      
        
        

      

      
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    2.2.3. Withdrawal.
      Any
      holder of Registrable Securities may elect to withdraw such holder’s request for
      inclusion of Registrable Securities in any Piggy-Back Registration by giving
      written notice to the Company of such request to withdraw prior to the
      effectiveness of the Registration Statement. The Company (whether on its own
      determination or as the result of a withdrawal by persons making a demand
      pursuant to written contractual obligations) may also elect to withdraw a
      registration statement at any time prior to the effectiveness of the
      Registration Statement. Notwithstanding any such withdrawal, the Company shall
      pay all expenses incurred by the holders of Registrable Securities in connection
      with such Piggy-Back Registration as provided in Section 3.3.

     

    2.2.4. Registrations
      on Form S-3.
      The
      holders of Registrable Securities may at any time and from time to time, request
      in writing that the Company register the resale of any or all of such
      Registrable Securities on Form S-3 or any similar short-form registration which
      may be available at such time (“Form
      S-3”);
      provided,
      however,
      that
      the Company shall not be obligated to effect such request through an
      underwritten offering. Upon receipt of such written request, the Company will
      promptly give written notice of the proposed registration to all other holders
      of Registrable Securities, and, as soon as practicable thereafter, effect the
      registration of all or such portion of such holder’s or holders’ Registrable
      Securities as are specified in such request, together with all or such portion
      of the Registrable Securities of any other holder or holders joining in such
      request as are specified in a written request given within fifteen (15) days
      after receipt of such written notice from the Company; provided,
      however,
      that
      the Company shall not be obligated to effect any such registration pursuant
      to
      this Section 2.2: (i) if Form S-3 is not available for such offering; or (ii)
      if
      the holders of the Registrable Securities, together with the holders of any
      other securities of the Company entitled to inclusion in such registration,
      propose to sell Registrable Securities and such other securities (if any) at
      any
      aggregate price to the public of less than $500,000. Registrations effected
      pursuant to this Section 2.2 shall not be counted as Demand Registrations
      effected pursuant to Section 2.1.

     

    2.3 No
      Net
      Cash Settlement Value.
      In
      connection with the exercise of the Warrants, the Company will not be obligated
      to deliver securities, and there are no contractual penalties for failure to
      deliver securities, if a registration statement is not effective at the time
      of
      exercise; however, the Company may satisfy its obligation by delivering
      unregistered shares of Common Stock.  In no event will the Company be
      required to net cash settle an exercise of a Warrant.

     

    3. REGISTRATION
      PROCEDURES.

     

    3.1 Filings;
      Information.
      Whenever the Company is required to effect the registration of any Registrable
      Securities pursuant to Section 2, the Company shall use its best efforts to
      effect the registration and sale of such Registrable Securities in accordance
      with the intended method(s) of distribution thereof as expeditiously as
      practicable, and in connection with any such request:

     

    
      
        
        

      

      
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    3.1.1. Filing
      Registration Statement.
      The
      Company shall, as expeditiously as possible and in any event within sixty (60)
      days after receipt of a request for a Demand Registration pursuant to Section
      2.1, prepare and file with the Commission a Registration Statement on any form
      for which the Company then qualifies or which counsel for the Company shall
      deem
      appropriate and which form shall be available for the sale of all Registrable
      Securities to be registered thereunder in accordance with the intended method(s)
      of distribution thereof, and shall use its best efforts to cause such
      Registration Statement to become and remain effective for the period required
      by
      Section 3.1.3; provided
      ,
however
      , that
      the Company shall have the right to defer any Demand Registration for up to
      thirty (30) days, and any Piggy-Back Registration for such period as may be
      applicable to deferment of any demand registration to which such Piggy-Back
      Registration relates, in each case if the Company shall furnish to the holders
      a
      certificate signed by the Chief Executive Officer of the Company stating that,
      in the good faith judgment of the Board of Directors of the Company, it would
      be
      materially detrimental to the Company and its shareholders for such Registration
      Statement to be effected at such time; provided
      further, however
      , that
      the Company shall not have the right to exercise the right set forth in the
      immediately preceding proviso more than once in any 365-day period in respect
      of
      a Demand Registration hereunder.

     

    3.1.2. Copies.
      The
      Company shall, prior to filing a Registration Statement or prospectus, or any
      amendment or supplement thereto, furnish without charge to the holders of
      Registrable Securities included in such registration, and such holders’ legal
      counsel, copies of such Registration Statement as proposed to be filed, each
      amendment and supplement to such Registration Statement (in each case including
      all exhibits thereto and documents incorporated by reference therein), the
      prospectus included in such Registration Statement (including each preliminary
      prospectus), and such other documents as the holders of Registrable Securities
      included in such registration or legal counsel for any such holders may request
      in order to facilitate the disposition of the Registrable Securities owned
      by
      such holders.

     

    3.1.3. Amendments
      and Supplements.
      The
      Company shall prepare and file with the Commission such amendments, including
      post-effective amendments, and supplements to such Registration Statement and
      the prospectus used in connection therewith as may be necessary to keep such
      Registration Statement effective and in compliance with the provisions of the
      Securities Act until all Registrable Securities and other securities covered
      by
      such Registration Statement have been disposed of in accordance with the
      intended method(s) of distribution set forth in such Registration Statement
      (which period shall not exceed the sum of one hundred eighty (180) days plus
      any
      period during which any such disposition is interfered with by any stop order
      or
      injunction of the Commission or any governmental agency or court) or such
      securities have been withdrawn.

     

    3.1.4. Notification.
      After
      the filing of a Registration Statement, the Company shall promptly, and in
      no
      event more than two (2) business days after such filing, notify the holders
      of
      Registrable Securities included in such Registration Statement of such filing,
      and shall further notify such holders promptly and confirm such advice in
      writing in all events within two (2) business days of the occurrence of any
      of
      the following: (i) when such Registration Statement becomes effective; (ii)
      when
      any post-effective amendment to such Registration Statement becomes effective;
      (iii) the issuance or threatened issuance by the Commission of any stop order
      (and the Company shall take all actions required to prevent the entry of such
      stop order or to remove it if entered); and (iv) any request by the Commission
      for any amendment or supplement to such Registration Statement or any prospectus
      relating thereto or for additional information or of the occurrence of an event
      requiring the preparation of a supplement or amendment to such prospectus so
      that, as thereafter delivered to the purchasers of the securities covered by
      such Registration Statement, such prospectus will not contain an untrue
      statement of a material fact or omit to state any material fact required to
      be
      stated therein or necessary to make the statements therein not misleading,
      and
      promptly make available to the holders of Registrable Securities included in
      such Registration Statement any such supplement or amendment; except that before
      filing with the Commission a Registration Statement or prospectus or any
      amendment or supplement thereto, including documents incorporated by reference,
      the Company shall furnish to the holders of Registrable Securities included
      in
      such Registration Statement and to the legal counsel for any such holders,
      copies of all such documents proposed to be filed sufficiently in advance of
      filing to provide such holders and legal counsel with a reasonable opportunity
      to review such documents and comment thereon, and the Company shall not file
      any
      Registration Statement or prospectus or amendment or supplement thereto,
      including documents incorporated by reference, to which such holders or their
      legal counsel shall object.

     

    
      
        
        

      

      
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    3.1.5. State
      Securities Laws Compliance.
      The
      Company shall use its best efforts to (i) register or qualify the Registrable
      Securities covered by the Registration Statement under such securities or “blue
      sky” laws of such jurisdictions in the United States as the holders of
      Registrable Securities included in such Registration Statement (in light of
      their intended plan of distribution) may request and (ii) take such action
      necessary to cause such Registrable Securities covered by the Registration
      Statement to be registered with or approved by such other Governmental
      Authorities as may be necessary by virtue of the business and operations of
      the
      Company and do any and all other acts and things that may be necessary or
      advisable to enable the holders of Registrable Securities included in such
      Registration Statement to consummate the disposition of such Registrable
      Securities in such jurisdictions; provided
      ,
however
      , that
      the Company shall not be required to qualify generally to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      Section 3.1.5 or subject itself to taxation in any such
      jurisdiction.

     

    3.1.6. Agreements
      for Disposition.
      The
      Company shall enter into customary agreements (including, if applicable, an
      underwriting agreement in customary form) and take such other actions as are
      reasonably required in order to expedite or facilitate the disposition of such
      Registrable Securities. The representations, warranties and covenants of the
      Company in any underwriting agreement which are made to or for the benefit
      of
      any Underwriters, to the extent applicable, shall also be made to and for the
      benefit of the holders of Registrable Securities included in such registration
      statement. No holder of Registrable Securities included in such registration
      statement shall be required to make any representations or warranties in the
      underwriting agreement except, if applicable, with respect to such holder’s
      organization, good standing, authority, title to Registrable Securities, lack
      of
      conflict of such sale with such holder’s material agreements and organizational
      documents, and with respect to written information relating to such holder
      that
      such holder has furnished in writing expressly for inclusion in such
      Registration Statement. Holders of Registrable Securities shall agree to such
      covenants and indemnification and contribution obligations for selling
      stockholders as are customarily contained in agreements of that type. Further,
      such holders shall cooperate fully in the preparation of the registration
      statement and other documents relating to any offering in which they include
      securities pursuant to Section 2 hereof. Each holder shall also furnish to
      the
      Company such information regarding itself, the Registrable Securities held
      by
      such holder and the intended method of disposition of such securities as shall
      be reasonably required to effect the registration of the Registrable
      Securities.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    3.1.7. Cooperation.
      The
      principal executive officer of the Company, the principal financial officer
      of
      the Company, the principal accounting officer of the Company and all other
      officers and members of the management of the Company shall cooperate fully
      in
      any offering of Registrable Securities hereunder, which cooperation shall
      include, without limitation, the preparation of the Registration Statement
      with
      respect to such offering and all other offering materials and related documents,
      and participation in meetings with Underwriters, attorneys, accountants and
      potential investors.

     

    3.1.8. Records.
      The
      Company shall make available for inspection by the holders of Registrable
      Securities included in such Registration Statement, any Underwriter
      participating in any disposition pursuant to such registration statement and
      any
      attorney, accountant or other professional retained by any holder of Registrable
      Securities included in such Registration Statement or any Underwriter, all
      financial and other records, pertinent corporate documents and properties of
      the
      Company, as shall be necessary to enable them to exercise their due diligence
      responsibility, and cause the Company’s officers, directors and employees to
      supply all information requested by any of them in connection with such
      Registration Statement.

     

    3.1.9. Opinions
      and Comfort Letters.
      The
      Company shall furnish to each holder of Registrable Securities included in
      any
      Registration Statement a signed counterpart, addressed to such holder, of (i)
      any opinion of counsel to the Company delivered to any Underwriter and (ii)
      any
      comfort letter from the Company’s independent public accountants delivered to
      any Underwriter. In the event no legal opinion is delivered to any Underwriter,
      the Company shall furnish to each holder of Registrable Securities included
      in
      such Registration Statement, at any time that such holder elects to use a
      prospectus, an opinion of counsel to the Company to the effect that the
      Registration Statement containing such prospectus has been declared effective
      and that no stop order is in effect.

     

    3.1.10. Earnings
      Statement.
      The
      Company shall comply with all applicable rules and regulations of the Commission
      and the Securities Act, and make available to its shareholders, as soon as
      practicable, an earnings statement covering a period of twelve (12) months,
      beginning within three (3) months after the effective date of the registration
      statement, which earnings statement shall satisfy the provisions of Section
      11(a) of the Securities Act and Rule 158 thereunder.

     

    3.1.11. Listing.
      The
      Company shall use its best efforts to cause all Registrable Securities included
      in any registration to be listed on such exchanges or otherwise designated
      for
      trading in the same manner as similar securities issued by the Company are
      then
      listed or designated or, if no such similar securities are then listed or
      designated, in a manner satisfactory to the holders of a majority of the
      Registrable Securities included in such registration.

     

    3.2 Obligation
      to Suspend Distribution.
      Upon
      receipt of any notice from the Company of the happening of any event of the
      kind
      described in Section 3.1.4(iv), or, in the case of a resale registration on
      Form
      S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant
      to a written insider trading compliance program adopted by the Company’s Board
      of Directors, of the ability of all “insiders” covered by such program to
      transact in the Company’s securities because of the existence of material
      non-public information, each holder of Registrable Securities included in any
      registration shall immediately discontinue disposition of such Registrable
      Securities pursuant to the Registration Statement covering such Registrable
      Securities until such holder receives the supplemented or amended prospectus
      contemplated by Section 3.1.4(iv) or the restriction on the ability of
“insiders” to transact in the Company’s securities is removed, as applicable,
      and, if so directed by the Company, each such holder will deliver to the Company
      all copies, other than permanent file copies then in such holder’s possession,
      of the most recent prospectus covering such Registrable Securities at the time
      of receipt of such notice.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    3.3 Registration
      Expenses.
      The
      Company shall bear all costs and expenses incurred in connection with any Demand
      Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant
      to
      Section 2.2, and any registration on Form S-3 effected pursuant to Section
      2.3,
      and all expenses incurred in performing or complying with its other obligations
      under this Agreement, whether or not the Registration Statement becomes
      effective or whether any or all Holders of Registrable Securities withdraw
      from
      any Registration Statement, including, without limitation: (i) all registration
      and filing fees; (ii) fees and expenses of compliance with securities or “blue
      sky” laws (including fees and disbursements of counsel in connection with blue
      sky qualifications of the Registrable Securities); (iii) printing expenses;
      (iv)
      the Company’s internal expenses (including, without limitation, all salaries and
      expenses of its officers and employees); (v) the fees and expenses incurred
      in
      connection with the listing of the Registrable Securities as required by Section
      3.1.11; (vi) National Association of Securities Dealers, Inc. fees; (vii) fees
      and disbursements of counsel for the Company and fees and expenses for
      independent certified public accountants retained by the Company (including
      the
      expenses or costs associated with the delivery of any opinions or comfort
      letters requested pursuant to Section 3.1.9); (viii) the fees and expenses
      of
      any special experts retained by the Company in connection with such registration
      and (ix) the fees and expenses of one legal counsel selected by the holders
      of a
      majority-in-interest of the Registrable Securities included in such
      registration. The Company shall have no obligation to pay any underwriting
      discounts or selling commissions attributable to the Registrable Securities
      being sold by the holders thereof, which underwriting discounts or selling
      commissions shall be borne by such holders. Additionally, in an underwritten
      offering, all selling shareholders and the Company shall bear the expenses
      of
      the underwriter pro
      rata
      in
      proportion to the respective amount of shares each is selling in such
      offering.

     

    3.4 Information.
      The
      holders of Registrable Securities shall provide such information as may
      reasonably be requested by the Company, or the managing Underwriter, if any,
      in
      connection with the preparation of any Registration Statement, including
      amendments and supplements thereto, in order to effect the registration of
      any
      Registrable Securities under the Securities Act pursuant to Section 2 and in
      connection with the Company’s obligation to comply with federal and applicable
      state securities laws.

     

    3.5 Holder
      Obligations.
      No
      holder of Registrable Securities may participate in any underwritten offering
      pursuant to this Section 3 unless such holder (i) agrees to sell only such
      holder’s Registrable Securities on the basis reasonably provided in any
      underwriting agreement, and (ii) completes, executes and delivers any and all
      questionnaires, powers of attorney, custody agreements, indemnities,
      underwriting agreements and other documents reasonably required by or under
      the
      terms of any underwriting agreement or as reasonably requested by the
      Company.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    4. INDEMNIFICATION
      AND CONTRIBUTION.

     

    4.1 Indemnification
      by the Company.
      The
      Company agrees to indemnify and hold harmless each Investor and each other
      holder of Registrable Securities, and each of their respective officers,
      employees, affiliates, directors, partners, members, attorneys and agents,
      and
      each person, if any, who controls an Investor and each other holder of
      Registrable Securities (within the meaning of Section 15 of the Securities
      Act
      or Section 20 of the Exchange Act) (each, an “Investor
      Indemnified Party”),
      from
      and against any expenses, losses, judgments, claims, damages or liabilities,
      whether joint or several, arising out of or based upon any untrue statement
      (or
      allegedly untrue statement) of a material fact contained in any Registration
      Statement under which the sale of such Registrable Securities was registered
      under the Securities Act, any preliminary prospectus, final prospectus or
      summary prospectus contained in the Registration Statement, or any amendment
      or
      supplement to such Registration Statement, or arising out of or based upon
      any
      omission (or alleged omission) to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading, or any
      violation by the Company of the Securities Act or any rule or regulation
      promulgated thereunder applicable to the Company and relating to action or
      inaction required of the Company in connection with any such registration;
      and
      the Company shall promptly reimburse the Investor Indemnified Party for any
      legal and any other expenses reasonably incurred by such Investor Indemnified
      Party in connection with investigating and defending any such expense, loss,
      judgment, claim, damage, liability or action; provided,
      however,
      that
      (a) the Company will not be liable in any such case to the extent that any
      such
      expense, loss, claim, damage or liability arises out of or is based upon (i)
      any
      untrue statement or allegedly untrue statement or omission or alleged omission
      made in such Registration Statement, preliminary prospectus, final prospectus,
      or summary prospectus, or any such amendment or supplement, in reliance upon
      and
      in conformity with information furnished to the Company, in writing, by such
      selling holder expressly for use therein or (ii) for the use by any selling
      holder of a prospectus in violation of any stop order or other suspension of
      the
      Registration Statement of which the Company made the selling holder aware;
      and
      (b) the foregoing indemnity shall not inure to the benefit of any Investor
      Indemnified Party if a copy of the Prospectus (as then amended or supplemented
      if the Company shall have furnished any amendments or supplements thereto)
      was
      not sent or given by or on behalf of the applicable selling holder to the person
      asserting such expense, loss, claim, damage or liability who purchased the
      Registrable Securities from such selling holder, if required by law so to have
      been delivered at or prior to the written confirmation of the sale of the
      Registrable Securities to such person, and if the Prospectus (as so amended
      or
      supplemented) would have cured the defect giving rise to such expense, loss,
      claim, damage or liability, unless such failure is the result of noncompliance
      by the Company with Section 3.1.3 hereof. The Company also shall indemnify
      any
      Underwriter of the Registrable Securities or Purchase Option Securities, their
      officers, employees, affiliates, directors, partners, members and agents and
      each person who controls such Underwriter on substantially the same basis as
      that of the indemnification provided above in this Section 4.1.

     

    
      
        
        
    

      
        12

        
          

        

      

      
        
        

      

    

     

    4.2 Indemnification
      by Holders of Registrable Securities.
      Each
      selling holder of Registrable Securities will, in the event that any
      registration is being effected under the Securities Act pursuant to this
      Agreement of any Registrable Securities held by such selling holder, indemnify
      and hold harmless the Company, each of its directors and officers and each
      Underwriter (if any), and each other person, if any, who controls another
      selling holder or such Underwriter or the Company within the meaning of the
      Securities Act or Section 20 of the Exchange Act, against any losses, claims,
      judgments, damages or liabilities, whether joint or several, insofar as such
      losses, claims, judgments, damages or liabilities (or actions in respect
      thereof) arise out of or are based upon any untrue statement or allegedly untrue
      statement of a material fact contained in any Registration Statement under
      which
      the sale of such Registrable Securities was registered under the Securities
      Act,
      any preliminary prospectus, final prospectus or summary prospectus contained
      in
      the Registration Statement, or any amendment or supplement to the Registration
      Statement, or arise out of or are based upon any omission or the alleged
      omission to state a material fact required to be stated therein or necessary
      to
      make the statement therein not misleading, if the statement or omission was
      made
      in reliance upon and in conformity with information furnished in writing to
      the
      Company by such selling holder expressly for use therein or for the use by
      any
      Investor Indemnified Party of a prospectus in violation of any stop order or
      other suspension of the Registration Statement, and shall reimburse the Company,
      its directors and officers, and each other selling holder or such controlling
      person for any legal or other expenses reasonably incurred by any of them in
      connection with investigation or defending any such loss, claim, damage,
      liability or action. Each selling holder’s indemnification obligations hereunder
      shall be several and not joint and shall be limited to the amount of any net
      proceeds actually received by such selling holder in connection with the sale
      of
      the Registrable Securities by such selling holder pursuant to the Registration
      Statement containing such untrue statement.

     

    4.3 Conduct
      of Indemnification Proceedings.
      Promptly after receipt by any person of any notice of any loss, claim, damage
      or
      liability or any action in respect of which indemnity may be sought pursuant
      to
      Section 4.1 or 4.2, such person (the “Indemnified
      Party”)
      shall,
      if a claim in respect thereof is to be made against any other person for
      indemnification hereunder, notify such other person (the “Indemnifying
      Party”)
      in
      writing of the loss, claim, judgment, damage, liability or action; provided,
      however, that the failure by the Indemnified Party to notify the Indemnifying
      Party shall not relieve the Indemnifying Party from any liability which the
      Indemnifying Party may have to such Indemnified Party hereunder, except and
      solely to the extent the Indemnifying Party is actually prejudiced by such
      failure. If the Indemnified Party is seeking indemnification with respect to
      any
      claim or action brought against the Indemnified Party, then the Indemnifying
      Party shall be entitled to participate in such claim or action, and, to the
      extent that it wishes, jointly with all other Indemnifying Parties, to assume
      control of the defense thereof with counsel satisfactory to the Indemnified
      Party. After notice from the Indemnifying Party to the Indemnified Party of
      its
      election to assume control of the defense of such claim or action, the
      Indemnifying Party shall not be liable to the Indemnified Party for any legal
      or
      other expenses subsequently incurred by the Indemnified Party in connection
      with
      the defense thereof other than reasonable costs of investigation; provided,
      however, that in any action in which both the Indemnified Party and the
      Indemnifying Party are named as defendants, the Indemnified Party shall have
      the
      right to employ separate counsel (but no more than one such separate counsel)
      to
      represent the Indemnified Party and its controlling persons who may be subject
      to liability arising out of any claim in respect of which indemnity may be
      sought by the Indemnified Party against the Indemnifying Party, with the fees
      and expenses of such counsel to be paid by such Indemnifying Party if, based
      upon the written opinion of counsel of such Indemnified Party, representation
      of
      both parties by the same counsel would be inappropriate due to actual or
      potential differing interests between them. No Indemnifying Party shall, without
      the prior written consent of the Indemnified Party, consent to entry of judgment
      or effect any settlement of any claim or pending or threatened proceeding in
      respect of which the Indemnified Party is or could have been a party and
      indemnity could have been sought hereunder by such Indemnified Party, unless
      such judgment or settlement includes an unconditional release of such
      Indemnified Party from all liability arising out of such claim or
      proceeding.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    4.4 Contribution.

     

    4.4.1. If
      the
      indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is
      unavailable to any Indemnified Party in respect of any loss, claim, damage,
      liability or action referred to herein, then each such Indemnifying Party,
      in
      lieu of indemnifying such Indemnified Party, shall contribute to the amount
      paid
      or payable by such Indemnified Party as a result of such loss, claim, damage,
      liability or action in such proportion as is appropriate to reflect the relative
      fault of the Indemnified Parties and the Indemnifying Parties in connection
      with
      the actions or omissions which resulted in such loss, claim, damage, liability
      or action, as well as any other relevant equitable considerations. The relative
      fault of any Indemnified Party and any Indemnifying Party shall be determined
      by
      reference to, among other things, whether the untrue or alleged untrue statement
      of a material fact or the omission or alleged omission to state a material
      fact
      relates to information supplied by such Indemnified Party or such Indemnifying
      Party and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission.

     

    4.4.2. The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 4.4 were determined by pro
      rata
      allocation or by any other method of allocation which does not take account
      of
      the equitable considerations referred to in the immediately preceding Section
      4.4.1. The amount paid or payable by an Indemnified Party as a result of any
      loss, claim, damage, liability or action referred to in the immediately
      preceding paragraph shall be deemed to include, subject to the limitations
      set
      forth above, any legal or other expenses incurred by such Indemnified Party
      in
      connection with investigating or defending any such action or claim.
      Notwithstanding the provisions of this Section 4.4, no holder of Registrable
      Securities shall be required to contribute any amount in excess of the dollar
      amount of the net proceeds (after payment of any underwriting fees, discounts,
      commissions or taxes) actually received by such holder from the sale of
      Registrable Securities which gave rise to such contribution obligation. No
      person guilty of fraudulent misrepresentation (within the meaning of Section
      11(f) of the Securities Act) shall be entitled to contribution from any person
      who was not guilty of such fraudulent misrepresentation.

     

    5.
      UNDERWRITING
      AND DISTRIBUTION.

     

    5.1 Rule
      144.
      The
      Company covenants that it shall file any reports required to be filed by it
      under the Securities Act and the Exchange Act and shall take such further action
      as the holders of Registrable Securities may reasonably request, all to the
      extent required from time to time to enable such holders to sell Registrable
      Securities without registration under the Securities Act within the limitation
      of the exemptions provided by Rule 144 under the Securities Act, as such Rules
      may be amended from time to time, or any similar Rule or regulation hereafter
      adopted by the Commission.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    6. MISCELLANEOUS.

     

    6.1 Other
      Registration Rights.
      The
      Company represents and warrants that except for the securities issued or
      issuable upon exercise of the Purchase Option to be issued to Morgan Joseph
      or
      its assigns, no person, other than a holder of the Registrable Securities has
      any right to require the Company to register any shares of the Company’s capital
      stock for sale or to include shares of the Company’s capital stock in any
      registration filed by the Company for the sale of shares of capital stock for
      its own account or for the account of any other person.

     

    6.2 Assignment;
      No Third Party Beneficiaries.
      This
      Agreement and the rights, duties and obligations of the Company hereunder may
      not be assigned or delegated by the Company in whole or in part. This Agreement
      and the rights, duties and obligations of the holders of Registrable Securities
      hereunder may be freely assigned or delegated by such holder of Registrable
      Securities in conjunction with and to the extent of any transfer of Registrable
      Securities by any such holder in accordance with applicable law. This Agreement
      and the provisions hereof shall be binding upon and shall inure to the benefit
      of each of the parties, to Morgan Joseph and their respective successors and
      the
      permitted assigns of the Investor or holder of Registrable Securities or of
      any
      assignee of the Investor or holder of Registrable Securities. This Agreement
      is
      not intended to confer any rights or benefits on any persons that are not party
      hereto other than as expressly set forth in Article 4 and this Section
      6.2.

     

    6.3 Notices.
      All
      notices, demands, requests, consents, approvals or other communications
      (collectively, “Notices”)
      required or permitted to be given hereunder or which are given with respect
      to
      this Agreement shall be in writing and shall be personally served, delivered
      by
      reputable air courier service with charges prepaid, or transmitted by hand
      delivery, telegram, telex or facsimile, addressed as set forth below, or to
      such
      other address as such party shall have specified most recently by written
      notice. Notice shall be deemed given on the date of service or transmission
      if
      personally served or transmitted by telegram, telex or facsimile; provided,
      that
      if such service or transmission is not on a business day or is after normal
      business hours, then such notice shall be deemed given on the next business
      day.
      Notice otherwise sent as provided herein shall be deemed given on the next
      business day following timely delivery of such notice to a reputable air courier
      service with an order for next-day delivery.

     

    
      	
                To
                the Company:

            	
              Camden
                Learning Corporation

              500
                East Pratt Street

              Suite
                1200

              Baltimore,
                MD 21202

              Attn:
                David L. Warnock

            	
               

               

            
	 	 	
              ;
                or

            
	 	 	 
	
               with
                a copy to:

            	
              Ellenoff
                Grossman & Schole LLP

              370
                Lexington Avenue

            	
              ;
                or

            
	 	 New
              York, New York 10017
              Attn:
                Douglas S. Ellenoff, Esq.

            	 


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              To
                an Investor, to:

            	
              [Name
                of Investor]

              c/o
                Camden Learning Corporation

              500
                East Pratt Street

              Suite
                1200

              Baltimore,
                MD 21202

              Attn:
                David L. Warnock

            	 


    

     

    6.4 Severability.
      This
      Agreement shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Agreement or of any other term or provision hereof. Furthermore, in lieu
      of
      any such invalid or unenforceable term or provision, the parties hereto intend
      that there shall be added as a part of this Agreement a provision as similar
      in
      terms to such invalid or unenforceable provision as may be possible and be
      valid
      and enforceable.

     

    6.5
       Counterparts;
      Facsimile Signatures.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, and all of which taken together shall constitute one and
      the
      same instrument. Facsimile signatures shall be deemed to be original signatures
      for all purposes of this Agreement.

     

    6.6 Entire
      Agreement.
      This
      Agreement (including all agreements entered into pursuant hereto and all
      certificates and instruments delivered pursuant hereto and thereto) constitutes
      the entire agreement of the parties with respect to the subject matter hereof
      and supersede all prior and contemporaneous agreements, representations,
      understandings, negotiations and discussions between the parties, whether oral
      or written.

     

    6.7 Modifications
      and Amendments.
      No
      amendment, modification or termination of this Agreement shall be binding upon
      any party unless executed in writing by such party.

     

    6.8 Titles
      and Headings.
      Titles
      and headings of sections of this Agreement are for convenience only and shall
      not affect the construction of any provision of this Agreement.

     

    6.9 Waivers
      and Extensions.
      Any
      party to this Agreement may waive any right, breach or default which such party
      has the right to waive, provided that such waiver will not be effective against
      the waiving party unless it is in writing, is signed by such party, and
      specifically refers to this Agreement. Waivers may be made in advance or after
      the right waived has arisen or the breach or default waived has occurred. Any
      waiver may be conditional. No waiver of any breach of any agreement or provision
      herein contained shall be deemed a waiver of any preceding or succeeding breach
      thereof nor of any other agreement or provision herein contained. No waiver
      or
      extension of time for performance of any obligations or acts shall be deemed
      a
      waiver or extension of the time for performance of any other obligations or
      acts.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    6.10 Remedies
      Cumulative.
      In the
      event that the Company fails to observe or perform any covenant or agreement
      to
      be observed or performed under this Agreement, the Investor or any other holder
      of Registrable Securities may proceed to protect and enforce its rights by
      suit
      in equity or action at law, whether for specific performance of any term
      contained in this Agreement or for an injunction against the breach of any
      such
      term or in aid of the exercise of any power granted in this Agreement or to
      enforce any other legal or equitable right, or to take any one or more of such
      actions, without being required to post a bond. None of the rights, powers
      or
      remedies conferred under this Agreement shall be mutually exclusive, and each
      such right, power or remedy shall be cumulative and in addition to any other
      right, power or remedy, whether conferred by this Agreement or now or hereafter
      available at law, in equity, by statute or otherwise.

     

    6.11 Governing
      Law.
      This
      Agreement shall be governed by, interpreted under, and construed in accordance
      with the internal laws of the State of New York applicable to agreements made
      and to be performed within the State of New York, without giving effect to
      any
      choice-of-law provisions thereof that would compel the application of the
      substantive laws of any other jurisdiction. 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 (each, a “New York Court”), 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.

     

    6.12 Waiver
      of Trial by Jury.
      Each
      party hereby irrevocably and unconditionally waives the right to a trial by
      jury
      in any action, suit, counterclaim or other proceeding (whether based on
      contract, tort or otherwise) arising out of, connected with or relating to
      this
      Agreement, the transactions contemplated hereby, or the actions of the Investor
      in the negotiation, administration, performance or enforcement
      hereof.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

     IN
      WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
      to
      be executed and delivered by their duly authorized representatives as of the
      date first written above.

     

    
      
        	
                 

              	
                CAMDEN
                  LEARNING CORPORATION

              
	 	 	 
	
                 

              	
                By:  

              	 	
                /s/
                  David L. Warnock

              
	 	Name:
                David L. Warnock
	
                 

              	
                Title:
                  Chief Executive Officer and
                  President

              


      

    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

     IN
      WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
      to
      be executed and delivered by their duly authorized representatives as of the
      date first written above.

     

    
      	 	
              INVESTORS:

            
	 	 
	 	
              CAMDEN
                PARTNERS HOLDINGS, LLC

            
	 	 
	 	
              By:

            	
               /s/
                Donald W. Hughes

            
	 	
               Donald
                W. Hughes

            
	 	
               Manager

            
	 	 
	 	
              Address:
                500 East Pratt Street

            
	 	
              Baltimore,
                MD 21202

            
	 	 
	 	
              /s/
                David L. Warnock

            
	 	
              David
                L. Warnock

            
	 	 
	 	
               
                /s/ Therese Kreig Crane

            
	 	
              Therese
                Kreig Crane, Ed.D

            
	 	 
	 	
               
                /s/ Ronald Tomalis

            
	 	
              Ronald
                Tomalis

            
	 	 
	 	
              /s/
                William Jews

            
	 	
              William
                Jews

            


    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      OF BUYERS

     

    
      	
               

              Investor

            	 	
              Investors
                Address

              and
                Facsimile Number

            
	 	 	 
	
              Camden
                Learning, LLC

               

              Number
                of Shares: 1,458,334

              Number
                of Warrants: 2,800,000

            	 	
              500
                East Pratt Street

              Suite
                1200

              Baltimore,
                MD 21202

              Attn:
                Donald W. Hughes 

              Facsimile
                Number: (410)
                878-6850

            
	
              Therese
                Kreig Crane, Ed.D

               

              Number
                of Shares: 34,722

              Number
                of Warrants: 0

            	 	
              c/o
                Camden Learning Corporation

              500
                East Pratt Street

              Suite
                1200

              Baltimore,
                MD 21202

              Attn:
                Donald W. Hughes

              Facsimile
                Number: (410)
                878-6850

            
	
              Ronald
                Tomalis

               

              Number
                of Shares: 34,722

              Number
                of Warrants: 0

            	 	
              c/o
                Camden Learning Corporation

              500
                East Pratt Street

              Suite
                1200

              Baltimore,
                MD 21202

              Attn:
                Donald W. Hughes

              Facsimile
                Number: (410)
                878-6850

            
	
              William
                Jews

               

              Number
                of Shares: 34,722

              Number
                of Warrants: 0

            	 	
              c/o
                Camden Learning Corporation

              500
                East Pratt Street

              Suite
                1200

              Baltimore,
                MD 21202

              Attn:
                Donald W. Hughes

              Facsimile
                Number: (410) 878-6850

            


    

     

    
      
        
        

      

      
        20