EXHIBIT
      10.2

    


    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

     

    This
      Agreement is made as of November 29, 2007 by and between Camden Learning
      Corporation (the “Company”) whose principal office is located at 500 East Pratt
      Street, Suite 1200, Baltimore, Maryland 21202 and Continental Stock Transfer
      & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York
      10004.

     

    WHEREAS,
      the Company’s Registration Statement on Form S-1, File No. 333-143098
      (“Registration Statement”), for its initial public offering of securities
      (“IPO”) has been declared effective on November 29, 2007 by the Securities and
      Exchange Commission (“Effective Date”); and

     

    WHEREAS,
      the Company has completed a private placement of 2,800,000 Warrants (the
“Private Warrants”) prior to the completion of the IPO for a purchase price of
      $2,800,000; and

     

    WHEREAS,
      Morgan Joseph & Co. Inc. (“Morgan Joseph”) is acting as the representative
      of the underwriters in the IPO (the “Underwriters”); and

     

    WHEREAS,
      as described in the Company’s Registration Statement, in accordance with the
      Company’s Amended and Restated Certificate of Incorporation, $49,500,000 of the
      net proceeds of the IPO and the sale of the Private Warrants ($56,700,000 if
      the
      Underwriters’ over-allotment option is exercised in full), will be delivered to
      the Trustee as of December 5, 2007 to be deposited and held in a trust account
      for the benefit of the Company, the holders of the common stock, par value
      $.0001 per share, of the Company (“Common Stock”) included in the units of the
      Company’s securities issued in the IPO (the “Units”) and Morgan Joseph and in
      the event the securities offered in the IPO are registered in Colorado, pursuant
      to Section 11-51-302 (6) of the Colorado Revised Statutes (“CRS”), a copy of
      which is attached hereto, and made a part hereof. The amount to be delivered
      to
      the Trustee will be referred to herein as the “Property,” the stockholders for
      whose benefit the Trustee shall hold the Property will be referred to as the
      “Public Stockholders,” and the Public Stockholders, the Company and Morgan
      Joseph and the Underwriters will be referred to together as the “Beneficiaries”;


     

    WHEREAS,
      a portion of the Property consists of $1,500,000 (or $1,725,000 if the
      Underwriters’ over-allotment is exercised in full) attributable to the
      Underwriters’ discount (the “Deferred Discount”) which the Underwriters have
      agreed to deposit in the Trust Account (as defined below); and

    


    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the
      Property.

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants and
      agreements herein contained, the parties hereto agree as follows:

     

    1.
      Agreements
      and Covenants of Trustee.
      The
      Trustee hereby agrees and covenants to:

     

    (a)
         Hold the Property in trust for the Beneficiaries in accordance with
      the terms of this Agreement, including, without limitation, with respect to
      the
      Public Stockholders, the terms of Section 11-51-302(6) of the CRS in segregated
      trust accounts (the “Trust Account”) established by the Trustee with JP Morgan
      Chase Bank, N.A. and at a brokerage institution selected by the
      Trustee;

      

    (b)
         Manage, supervise and administer the Trust Account subject to the
      terms and conditions set forth herein;

     

    (c)
         In
      a
      timely manner, upon the written instruction of the Company, to invest and
      reinvest the Property in any “Government Security” or in money market funds
      selected by the Company meeting the conditions specified in Rule 2a-7
      promulgated under the Investment Company Act of 1940, as amended, as determined
      by the Company. As used herein, “Government Security” means any Treasury Bill
      issued by the United States, having a maturity of one hundred and eighty days
      or
      less;

     

    (d)
         Collect and receive, when due, all principal and income arising
      from the Property, which shall become part of the “Property,” as such term is
      used herein;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)   
      Promptly notify the Company and Morgan Joseph of all communications received
      by
      it with respect to any Property requiring action by the Company;

     

    (f)
         Supply any necessary information or documents as may be requested
      by the Company in connection with the Company’s preparation of the tax returns
      for the Trust Account or the Company;

     

    (g)
         Participate in any plan or proceeding for protecting or enforcing
      any right or interest arising from the Property if, as and when instructed
      by
      the Company and/or Morgan Joseph to do so;

     

    (h)
         Render to the Company and to such other person as the Company may
      instruct, monthly written statements of the activities of and amounts in the
      Trust Account reflecting all receipts and disbursements of the Trust
      Account;

     

    (i)
         If there is any income or other tax obligation relating to the
      income from the Property in the Trust Account, then, from time to time, at
      the
      written instruction of the Company, the Trustee shall promptly to the extent
      there is not sufficient cash in the Trust Account to pay such tax obligation,
      liquidate such assets held in the Trust Account as shall be designated by the
      Company in writing; and

    


    (j) Commence
      liquidation of the Trust Account only after and promptly after receipt of,
      and
      only in accordance with, the terms of a letter (“Termination Letter”), in a form
      substantially similar to that attached hereto as either Exhibit A or Exhibit
      B
      hereto, signed on behalf of the Company by its President or Chairman of the
      Board and Secretary or Assistant Secretary or other authorized officer of the
      Company, and complete the liquidation of the Trust Account and distribute the
      Property in the Trust Account only as directed in the Termination Letter and
      the
      other documents referred to therein; provided, however, that in the event that
      a
      Termination Letter has not been received by the Trustee by the 24-month
      anniversary of the effective date of the Registration Statement (“Last Date”),
      the Trust Account shall be liquidated in accordance with the procedures set
      forth in the Termination Letter attached as Exhibit B hereto and distributed
      to
      the stockholders of record on the Last Date. In all cases, the Trustee shall
      provide Morgan Joseph with a copy of any Termination Letters and/or any other
      correspondence that it receives with respect to any proposed withdrawal from
      the
      Trust Account promptly after it receives same. The provisions of this Section
      1(j) may not be modified, amended or deleted under any
      circumstances.

    


    2.
      Limited
      Distributions of Income on Property.

     

    (a)
         If there is any income tax obligation relating to the income from
      the Property in the Trust Account, then, at the written instruction of the
      Company, the Trustee shall disburse to the Company by wire transfer or check
      (as
      directed by the Company in its instruction letter), out of the Property in
      the
      Trust Account, the amount indicated by the Company as required to pay income
      taxes and disburse to the Company by wire transfer out of the Property in the
      Trust Account, the amount indicated by the Company as owing in respect of such
      income tax.

    


    (b) Upon
      written request from the Company containing certification that such distribution
      pursuant to this Section 2(b) shall only be used to fund the working capital
      requirements of the Company and the costs related to identifying, researching
      and acquiring a prospective target businesses, included, without limitation,
      the
      expenses incurred in connection with the Company’s dissolution, in each case as
      described in the prospectus that forms a part of the Registration Statement,
      the
      Trustee shall distribute to the Company an amount equal to up to $600,000 of
      the
      income earned on the Property in the Trust Account, net of taxes payable,
      through the last day of the month immediately preceding the date of receipt
      of
      the Company’s written request.

    


    (c) Upon
      receipt of the Termination Letter, the Trustee shall liquidate the Trust Account
      in accordance with Section 1(j).

    


    (d) Except
      as
      provided in this Section 2, no other distributions from the Trust Account shall
      be permitted.

     

    3.
      Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants:

     

    (a)
         To provide all instructions to the Trustee hereunder in writing,
      signed by the Company’s Chief Executive Officer and Chief Financial Officer. In
      addition, except with respect to its duties under paragraphs 1(i) and 1(j),
      the
      Trustee shall be entitled to rely on, and shall be protected in relying on,
      any
      verbal or telephonic advice or instruction which it in good faith believes
      to be
      given by any one of the persons authorized above to give written instructions,
      provided that the Company and/or Morgan Joseph shall promptly confirm such
      instructions in writing;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)
         To hold the Trustee harmless and indemnify the Trustee from and
      against any and all expenses, including reasonable counsel fees and
      disbursements, or loss suffered by the Trustee in connection with any action,
      suit or other proceeding brought against the Trustee involving any claim, or
      in
      connection with any claim or demand which in any way arises out of or relates
      to
      this Agreement, the services of the Trustee hereunder, or the Property or any
      income earned from investment of the Property, except for expenses and losses
      resulting from the Trustee’s gross negligence or willful misconduct. Promptly
      after the receipt by the Trustee of notice of demand or claim or the
      commencement of any action, suit or proceeding, pursuant to which the Trustee
      intends to seek indemnification under this paragraph, it shall notify the
      Company in writing of such claim (hereinafter referred to as the “Indemnified
      Claim”). The Trustee shall have the right to conduct and manage the defense
      against such Indemnified Claim, provided that the Trustee shall obtain the
      consent of the Company with respect to the selection of counsel, which
      consent shall not be unreasonably withheld. The Trustee may not agree to
      settle any Indemnified Claim without the prior written consent of the Company
      which consent shall not be unreasonably withheld. The Company may
      participate in such action with its own counsel at its own expense;

     

    (c)
         Pay the Trustee an initial acceptance fee, an annual fee and a
      transaction processing fee for each disbursement made pursuant to Sections
      1(i)
      and 2(b) as set forth on Schedule A hereto, which fees shall be subject to
      modification by the parties from time to time. It is expressly understood that
      the Property shall not be used to pay such fees and further agreed that said
      transaction processing fees shall be deducted by the Trustee from the
      disbursements made to the Company pursuant to Section 2(b). The Company shall
      pay the Trustee the initial acceptance fee and first year’s fee at the
      consummation of the IPO and thereafter on the anniversary of the Effective
      Date.
      The Trustee shall refund to the Company the annual fee (on a pro rata basis)
      with respect to any period after the liquidation of the Trust Account. The
      Company shall not be responsible for any other fees or charges of the Trustee
      except as set forth in this Section 3(c) and as may be provided in Section
      3(b)
      hereof (it being expressly understood that the Property shall not be used to
      make any payments to the Trustee under such Sections);

     

    (d)
         That, in the event that the Company consummates a Business
      Combination and the Trust Account is liquidated in accordance with Section
      1(j)
      hereof, an independent party designated by Morgan Joseph shall act as the
      inspector of election to certify the results of the stockholder vote. As used
      in
      this Agreement, the term “Business Combination” means the acquisition by the
      Company, through merger, capital stock exchange, asset or stock acquisition
      of,
      or similar business combination with, one or more entities with an operating
      business in the education industry, as more fully described in the prospectus
      forming a part of the Registration Statement;

     

    (e)
         That the Officers Certificate referenced in Sections 1(j) hereof
      shall require the Company’s Chief Executive Officer and Chief Financial Officer
      to each certify the following (wherever applicable): (1) prior to the Last
      Date,
      the Company has entered into a Business Combination with a target business,
      the
      terms of which are consistent with the requirements set forth in the
      Registration Statement; and (2) the Board of Directors (the “Board”) pursuant to
      the unanimous written consent of the Board has approved the Business
      Combination. A copy of such consent and the definitive agreement relating to
      the
      Business Combination so approved shall be attached as an exhibit to the Officers
      Certificate;

     

    (f)
      In
      connection with any vote of the Company’s stockholders regarding a Business
      Combination, provide to the Trustee an affidavit or certificate of a firm
      regularly engaged in the business of soliciting proxies and tabulating
      stockholder votes verifying the vote of the Company’s stockholders regarding
      such Business Combination;

     

    (g)
      Within five business days after the Underwriters’ over-allotment option (or any
      unexercised portion thereof) expires or is exercised in full, to provide the
      Trustee notice in writing (with a copy to the Underwriters) of the total amount
      of the Deferred Discount, which shall in no event be less than $1,500,000;
      and

     

    4.
      Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

     

    (a)
         Take any action with respect to the Property, other than as
      directed in Sections 1 and 2 hereof and the Trustee shall have no liability
      to
      any party except for liability arising out of its own gross negligence or
      willful misconduct;

     

    (b)
         Institute any proceeding for the collection of any principal and
      income arising from, or institute, appear in or defend any proceeding of any
      kind with respect to, any of the Property unless and until it shall have
      received written instructions from the Company given as provided herein to
      do so
      and the Company shall have advanced or guaranteed to it funds sufficient to
      pay
      any expenses incident thereto;

     

    (c)
         Change the investment of any Property, other than in compliance
      with Section 1(c);

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)
         Refund any depreciation in principal of any Property;

     

    (e)
         Assume that the authority of any person designated by the Company
      to give instructions hereunder shall not be continuing unless provided otherwise
      in such designation, or unless the Company shall have delivered a written
      revocation of such authority to the Trustee;

     

    (f)
         The other parties hereto or to anyone else for any action taken or
      omitted by it, or any action suffered by it to be taken or omitted, in good
      faith and in the exercise of its own best judgment, except for its gross
      negligence or willful misconduct. The Trustee 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 Trustee), 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
      Trustee, in good faith, to be genuine and to be signed or presented by the
      proper person or persons. The Trustee shall not be bound by any notice or
      demand, or any waiver, modification, termination or rescission of this Agreement
      or any of the terms hereof, unless evidenced by a written instrument delivered
      to the Trustee signed by the proper party or parties and, if the duties or
      rights of the Trustee are affected, unless it shall give its prior written
      consent thereto;

      

    (g)
         Verify the correctness of the information set forth in the
      Registration Statement or to confirm or assure that any acquisition made by
      the
      Company or any other action taken by it is as contemplated by the Registration
      Statement;

     

    (h)
         Pay Prepare, execute and file tax reports, income or other tax
      returns and pay any taxes with respect to income and activities relating to
      the
      Trust Account, regardless of whether such tax is payable by the Trust Account
      or
      the Company (including but not limited to income tax obligations), it being
      expressly understood that as set forth in Section 1(i), if there is any income
      or other tax obligation relating to the Trust Account or the Property in the
      Trust Account, as determined from time to time by the Company and regardless
      of
      whether such tax is payable by the Company or the Trust, at the written
      instruction of the Company, the Trustee shall make funds available in cash
      from
      the Property in the Trust Account an amount specified by the Company as owing
      to
      the applicable taxing authority, which amount shall be paid directly to the
      Company by electronic funds transfer, account debit or other method of payment,
      and the Company shall forward such payment to the taxing authority;
      and

    


    (i)    Verify
      calculations, qualify or otherwise approve Company requests for distributions
      pursuant to Section 1(i), 2(a) or 2(b) above.

     

    5.
      No
      Right of Set-Off.
      The
      Trustee waives any right of set-off or any right, title, interest or claim
      of
      any kind that the Trustee may have against the Property held in the Trust
      Account. In the event the Trustee has a claim against the Company under this
      Agreement, including, without limitation, under Section 3(b), the Trustee will
      pursue such claim solely against the Company and not against the Property held
      in the Trust Account.

    


    6.
      Termination.
      This
      Agreement shall terminate as follows:

     

    (a)
         If the Trustee gives written notice to the Company that it desires
      to resign under this Agreement, the Company shall use its reasonable efforts
      to
      locate a successor trustee during which time the Trustee shall continue to
      act
      in accordance with the terms of this Agreement. At such time the Company
      notifies the Trustee that a successor trustee has been appointed by the Company
      and has agreed to become subject to the terms of this Agreement, the Trustee
      shall transfer the management of the Trust Account to the successor trustee,
      including, but not limited to, the transfer of copies of the reports and
      statements relating to the Trust Account, whereupon this Agreement shall
      terminate; provided, however, that, in the event the Company does not locate
      a
      successor trustee within ninety days of receipt of the resignation notice from
      the Trustee, the Trustee may, but shall not be obligated to, submit an
      application to have the Property deposited with the United States District
      Court
      for the Southern District of New York and upon such deposit, the Trustee shall
      be immune from any liability whatsoever that arises due to any actions or
      omissions to act by any party after such deposit;

      

    (b)
         At such time that the Trustee has completed the liquidation of the
      Trust Account in accordance with the provisions of Section 1(j) hereof, and
      distributed the Property in accordance with the provisions of the Termination
      Letter, this Agreement shall terminate except with respect to Section 3(b);
      or

     

    (c)
         At such time that the Trustee has completed the liquidation of the
      Trust Account and distributed the Property in accordance with Sections 1(j)
      hereof, this Agreement shall terminate except with respect to Section
      3(b).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.
      Miscellaneous.

     

    (a)
         The Company and the Trustee each acknowledge that the Trustee will
      follow the security procedures set forth below with respect to funds transferred
      from the Trust Account. The Company and the Trustee will each restrict access
      to
      confidential information relating to such security procedures to authorized
      persons. Each party must notify the other party immediately if it has reason
      to
      believe unauthorized persons may have obtained access to such information,
      or of
      any change in its authorized personnel. In executing funds transfers, the
      Trustee will rely upon account numbers or other identifying numbers of a
      beneficiary, beneficiary’s bank or intermediary bank, rather than names. The
      Trustee shall not be liable for any loss, liability or expense resulting from
      any error in an account number or other identifying number, provided it has
      accurately transmitted the numbers provided.

     

    (b)
         This Agreement shall be governed by and construed and enforced in
      accordance with the laws of the State of New York, without giving effect to
      conflict of laws principles that would result in the application of the
      substantive laws of another jurisdiction. It may be executed in several
      counterparts, each one of which shall constitute an original, and together
      shall
      constitute but one instrument. Facsimile signatures shall constitute original
      signatures for all purposes of this Agreement.

     

    (c)
         This Agreement contains the entire agreement and understanding of
      the parties hereto with respect to the subject matter hereof. This Agreement
      or
      any provision hereof may only be changed, amended or modified by a writing
      signed by each of the parties hereto; provided, however, that no such change,
      amendment or modification may be made without the prior written consent of
      Morgan Joseph, who, along with each other Underwriter, the parties
      specifically agree, is and shall be a third party beneficiary for purposes
      of this Agreement; and provided further, any amendment to Section 1(j) shall
      require the vote or consent of holders of 95% of the shares of Common Stock
      sold
      in the IPO. As to any claim, cross-claim or counterclaim in any way relating
      to
      this Agreement, each party waives the right to trial by jury. 
 

     

    (d)
         The parties hereto consent to the jurisdiction and venue of any
      state or federal court located in the State and County of New York for purposes
      of resolving any disputes hereunder. The parties hereto irrevocably submit
      to
      such jurisdiction, which jurisdiction shall be exclusive, and hereby waive
      any
      objection to such exclusive jurisdiction and accept such venue, and waive any
      objection that such courts represent an inconvenient forum.

     

    (e)
         Any notice, consent or request to be given in connection with any
      of the terms or provisions of this Agreement shall be in writing and shall
      be
      sent by express mail or similar private courier service, by certified mail
      (return receipt requested), by hand delivery or by facsimile
      transmission:

     

    if
      to the
      Trustee, to:

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven G. Nelson and Frank A. Di Paolo

    Fax
      No.:
      (212) 509 5150

     

    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 

    


    in
      either
      case with a copy to:

    


    Morgan
      Joseph & Co. Inc.

    600
      Fifth
      Avenue, 19th
      floor


    New
      York,
      New York 10020

    Attn:
      Gordon Pollock, Managing Director

    Fax
      No.:
      (212) 218-3719

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    and

     

    Ellenoff,
      Grossman & Schole LLP

    370
      Lexington Avenue

    New
      York,
      New York 10017

    Attn:
      Douglas S. Ellenoff, Esq.

    Fax
      No.:
      (212) 370-7889

     

    and

     

    McDermott
      Will & Emery LLP

    340
      Madison Avenue

    New
      York,
      New York 10173

    Attn:
       Joel L. Rubinstein, Esq.

    Fax
      No.:
      (212) 547-5444

    


    (f)
         This Agreement may not be assigned by the Trustee without the prior
      written consent of the Company and Morgan Joseph.

     

    (g)
         Each of the Trustee and the Company hereby represents that it has
      the full right and power and has been duly authorized to enter into this
      Agreement and to perform its respective obligations as contemplated hereunder.
      The Trustee acknowledges and agrees that it shall not make any claims or proceed
      against the Trust Account, including by way of set-off, and shall not be
      entitled to any funds in the Trust Account under any circumstance.

     

    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

     

    
      	
              CONTINENTAL
                STOCK TRANSFER & TRUST COMPANY, as Trustee

            
	 
	
              By:

            	
              /s/
                Frank A. DiPaolo

            	 
	
              Name:
                 Frank A. DiPaolo

            	 
	
              Title:
                   CFO

            	 
	 	 
	
              CAMDEN
                LEARNING CORPORATION

            	 
	 	 
	
              By:

            	
              /s/
                David L. Warnock

            	 
	
              Name:
                David L. Warnock

            	 
	
              Title:
                Chief Executive Officer

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    Continental
      Stock Transfer

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

     

     Attn:
      Steven G. Nelson and Frank A. Di Paolo

     

    Re:
        Trust
      Account No. [ ] Termination Letter

     

    Gentlemen:

     

    Pursuant
      to Section 1(j) of the Investment Management Trust Agreement between Camden
      Learning Corporation (“Company”) and Continental Stock Transfer & Trust
      Company (“Trustee”), dated as of
      [                        ],
      2007 (“Trust Agreement”), this is to advise you that the Company has entered
      into an agreement (“Business Agreement”) with __________________ (“Target
      Business”) to consummate a business combination with Target Business (“Business
      Combination”) on or about [_______]. The Company shall notify you at least 48
      hours in advance of the actual date of the consummation of the Business
      Combination (“Consummation Date”). Capitalized words used herein and not
      otherwise defined shall have the meanings ascribed to them in the Trust
      Agreement.

     

    In
      accordance with paragraph 2 of Article 6 of the Amended and Restated Certificate
      of Incorporation of the Company, the Business Combination has been approved
      by
      the stockholders of the Company and by the Public Stockholders holding a
      majority of the IPO Shares cast at the meeting relating to the Business
      Combination, and Public Stockholders holding less than 30% of the IPO Shares
      have voted against the Business Combination and given notice of exercise of
      their redemption rights described in paragraph 3 of Article 6 of the Amended
      and
      Restated Certificate of Incorporation of the Company. Pursuant to Section 3(f)
      of the Trust Agreement, we are providing you with [an affidavit] [a certificate]
      of __________, which verifies the vote of the Company’s stockholders in
      connection with the Business Combination. In accordance with the terms of the
      Trust Agreement, we hereby authorize you to commence liquidation of the Trust
      Account to the effect that, on the Consummation Date, all of funds held in
      the
      Trust Account will be immediately available for transfer to the account or
      accounts that the Company shall direct in writing on the Consummation
      Date.

     

    On
      the
      Consummation Date (i) counsel for the Company shall deliver to you written
      notification that (a) the Business Combination has been consummated or will,
      concurrently with your transfer of funds to the accounts as directed by the
      Company, be consummated, and (b) the provisions of Section 11-51-302(6) and
      Rule
      51-3.4 of the CRS have been met, to the extent applicable, and (ii) the Company
      shall deliver to you written instructions with respect to the transfer of the
      funds held in the Trust Account (“Instruction Letter”). You are hereby directed
      and authorized to transfer the funds held in the Trust Account immediately
      upon
      your receipt of the counsel’s letter and the Instruction Letter in
      accordance with the terms of the Instruction Letter. In the event that certain
      deposits held in the Trust Account may not be liquidated by the Consummation
      Date without penalty, you will notify the Company of the same and the Company
      shall direct you as to whether such funds should remain in the Trust Account
      and
      be distributed after the Consummation Date to the Company or be distributed
      immediately and the penalty incurred. Upon the distribution of all the funds
      in
      the Trust Account pursuant to the terms hereof, the Trust Agreement shall be
      terminated.

     

    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Trust Agreement on
      the
      business day immediately following the Consummation Date as set forth in the
      notice.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                 

              	
                Very
                  truly yours,

              
	
                 

              	
                 

              
	
                 

              	
                CAMDEN
                  LEARNING CORPORATION

              
	 	 	 
	 	 	 
	
                 

              	
                By:

              	 	 
	 	 	 
	 	 	
                David
                  L. Warnock

              
	 	 	 
	
                 

              	 	
                Chief
                  Executive Officer

              
	 	 	 
	
                Cc:
                  Morgan Joseph & Co. Inc.

              	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    Continental
      Stock Transfer

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    


     Attn:
      Steven G. Nelson and Frank A. Di Paolo

     

    Re:
        Trust
      Account No. [ ] Termination Letter

     

    Gentlemen:

     

    Pursuant
      to paragraph 1(j) of the Investment Management Trust Agreement between Camden
      Learning Corporation (“Company”) and Continental Stock Transfer & Trust
      Company (“Trustee”), dated as of
      [                        ],
      2007 (“Trust Agreement”), this is to advise you that the Company has been
      unable to effect a Business Combination (as defined in the Trust Agreement)
      with
      a target company within the time frame specified in the Amended and Restated
      Certificate of Incorporation of the Company, as described in the Company’s
      prospectus relating to its initial public offering.

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account. The Company has appointed
      [________________________] to serve as its Designated Paying Agent; accordingly,
      you will notify the Company and the “Designated Paying Agent” in writing as to
      when all of the funds in the Trust Account will be available for immediate
      transfer (the “Transfer Date”). The Designated Paying Agent shall thereafter
      notify you as to the account or accounts of the Designated Paying Agent that
      the
      funds in the Trust Account should be transferred to on the Transfer Date so
      that
      the Designated Paying Agent may commence distribution of such funds in
      accordance with the Company’s instructions. You shall have no obligation to
      oversee the Designated Paying Agent’s distribution of the funds. Upon the
      payment to the Designated Paying Agent of all the funds in the Trust Account,
      the Trust Agreement shall terminate in accordance with the terms
      thereof.

     

    
      	
               

            	
              Very
                truly yours,

            
	
               

            	
               

            
	
               

            	
              CAMDEN
                LEARNING CORPORATION

            
	 	 	 
	
               

            	
              By:

            	 	 
	 	
              David
                L. Warnock

            
	
               

            	
              Chief
                Executive Officer

            
	 	 
	
              Cc:
                Morgan Joseph & Co. Inc.

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    
      	
              AUTHORIZED
                INDIVIDUAL(S)

              FOR
                TELEPHONE CALL BACK

            	
               

            	
              AUTHORIZED

              TELEPHONE
                NUMBER(S)

            
	
               

            	
               

            	
               

            
	
              Company:

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              Camden
                Learning Corporation

              500
                East Pratt Street, Suite 1200

              Baltimore,
                Maryland 21202

              Attn:
                 David L. Warnock, President

            	
               

            	
               

               

              (410)
                878-6820

            
	
               

            	
               

            	
               

            
	
              Morgan
                Joseph

              600
                Fifth Avenue, 19th
                floor 

              New
                York, New York 10020

              Attn:
                Gordon Pollock, Managing Director 

            	
               

            	
               (212)
                218-3700

            
	
               

            	
               

            	
               

            
	
              Trustee:

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              Continental
                Stock Transfer

              &
                Trust Company

              17
                Battery Place

              New
                York, New York 10004

              Attn:
                Frank A. Di Paolo

            	
               

            	
               (212)
                845-3270

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

    


    Schedule
      of fees pursuant to Section 3(c) of Investment Management Trust
      Agreement

    between
      Camden Learning Corporation and 

    Continental
      Stock Transfer & Trust Company

     

    
      	
              Fee
                Item

            	 	
              Time
                and method of payment 

            	 	
              Amount

            
	
              Initial
                acceptance fee

            	 	
              Initial
                closing of IPO by wire transfer 

            	 	
              $

            	
              1,000.00

            
	 	 	 	 	 	 
	
              Annual
                fee

            	 	
              First
                year, initial closing of IPO by wire transfer; thereafter on the
                anniversary of the effective date of the IPO by wire transfer or
                check

            	 	
              $

            	
              3,000.00

            
	 	 	 	 	 	 
	
              Transaction
                processing fee for disbursements to Company under Sections 2(a) and
                2(b)

            	 	
              Deduction
                by Trustee from disbursement made to Company under Section
                2(b)

            	 	
              $

            	
              250.00

            


    

    


    
      	 	
              Agreed:

            
	
              Dated:
                November 29, 2007

            	 
	 	
              Camden
                Learning Corporation

            
	 	 
	 	
              By:

            	
              /s/
                David L. Warnock

            
	 	 	
              David
                L. Warnock

            
	 	 	
              Chief
                Executive Officer

            
	 	 	 
	 	
              Continental
                Stock Transfer & Trust Co.

            
	 	 	 
	 	
              By:

            	
              /s/
                Frank A. DiPaolo

            
	 	 	
              Authorized
                Officer