Letter of Intent

LETTER OF INTENT

April 26, 2010

Mr. Simon Arnison
Mount Knowledge USA, Inc.
Vice President, Secretary and Director
39555 Orchard Hill Place
Novi, Michigan 48375

Dear Mr. Arnison:

This letter confirms our non-binding mutual intentions with respect to the potential transaction described herein between MOUNT KNOWLEDGE HOLDINGS, INC., a fully reporting public Nevada corporation (“Purchaser and/or MKHD”) and MOUNT KNOWLEDGE USA, INC. (“MTKUSA”), a privately-held Nevada corporations and its Shareholders (“Shareholders”), hereinafter MTKUSA and the Shareholders shall be collectively referred to as (the “Sellers”). This document, in and of itself, does not represent an enforceable legal contract.

1. Definitive Purchase Agreement. All of the terms and conditions of the proposed transaction shall be set forth in a definitive agreement (the “Stock Purchase and Share Exchange Agreement”) to be executed on or before June 30, 2010, with a subsequent date of closing (the “Closing Date”), to be mutually agreed to by Sellers and Purchaser. Neither party intends to be bound by any oral or written statements nor may correspondence concerning the proposed Stock Purchase and Share Exchange Agreement arising during the course of negotiations, notwithstanding that the same be expressed in terms signifying a partial, preliminary or interim agreement between the parties.

2. Purchase of Stock. Sellers have agreed, subject to the final approval by its shareholders and the execution of any subsequent and/or required documentation, to sell to the Purchaser and the Purchaser has agreed, subject to the completion of its due diligence and the execution of a definitive agreement, to purchase from the Sellers any and all of the issued and outstanding shares of Common and Preferred Stock, including any issued Warrants for the right to purchase of Common Stock and/or Preferred Stock of MTKUSA (collectively referred to as the “Shares”) owned and held by the Shareholders of record of MTKUSA on the date of closing consisting of one hundred (100%) percent of the beneficial ownership of MTKUSA. The proposed transaction would make MTKUSA as wholly-owned and operated subsidiary of the Company.

3. Share Exchange (Consideration). In consideration for the purchase by the Purchaser from Shareholders of any and all of the issued and outstanding Shares of MTKUSA owned and held by the Shareholders of record of MTKUSA as set forth in Section 2 hereinabove, the Purchaser shall pay to the Shareholders of MTKUSA in form of a share exchange with MKHD the same equivalent number of MKHD shares (one-to-one (1:1) basis) in the same series and/or class of stock as owned and held in MTKUSA or such other mutually agreed upon amount of shares, upon the terms and conditions to be set forth in an executed Stock Purchase and Share Exchange Agreement.

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4. Due Diligence Review and Access. Promptly following the execution of this Letter of Intent, Sellers shall immediately arrange for the Purchaser to have complete access to MTKUSA’s facilities and any and all books and records, and shall cause the directors, employees, accountants, and other agents and representatives (collectively, "Representatives") of MTKUSA to cooperate fully with Purchaser and/or Purchaser’s representatives in connection with the performance of any required due diligence, including, but not limited to a complete examination of MTKUSA’s assets and liabilities, financials, accounting controls and procedures, business records, contracts, legal documents, shareholder agreements, offering documentation or memorandums and/or any other materials deem necessary by Purchaser generally required to complete a due diligence of MTKUSA as set forth in the Due Diligence Check List attached hereto as Exhibit A. Any information obtained by Purchaser as a result thereof will be maintained by Purchaser in confidence. The parties will cooperate to complete due diligence expeditiously.

5. Conduct in Ordinary Course. In addition to the conditions discussed herein and any others to be determined after the due diligence process shall be contained in a Stock Purchase and Share Exchange Agreement, subject to Sellers having conducted its business(s) in the ordinary course during the period between the date hereof and the Closing Date and there having been no material adverse change in the business(s), financial condition or prospects. Sellers shall promptly notify Purchaser of any conduct of the Company or material event, circumstance, or impairment to the Company’s business or continuing operation and of any extraordinary transactions that may have an effect on the value of the Company or its underlying assets and/or liabilities.

6. Open Private Placement Memorandum. Purchaser acknowledges that MTKUSA currently has an ongoing Regulation D Rule 506 Private Placement Memorandum (PPM) to raise a maximum of $1,500,000 dollars in equity capital in MTKUSA, of which MTKUSA presented to MKHD as of the date of this Letter of Intent that it has already raised a total of approximately $892,000 dollars to date. Both parties agree that MTKUSA shall be allowed to continue to raise capital from its PPM during the due diligence period and until the Closing Date at which time the shareholders of record of MTKUSA at such date would be acknowledged and included in the executed Stock Purchase and Share Exchange Agreement.

7. Expediency. All the parties would use all reasonable efforts to complete and sign a Stock Purchase and Share Exchange Agreement on or before June 30, 2010 and to close the transaction as promptly as practicable thereafter.

8. Expenses. The parties agree that each party is responsible for the payment of their respective expenses associated with the execution, duties and responsibilities and enforcement of this Letter of Intent, the Stock Purchase and Share Exchange Agreement and the transactions contemplated hereby and thereby.

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9. Broker’s Fee. All parties have represented to each other that no brokers or finders have been employed who would be entitled to a fee from Sellers by reason of the transaction contemplated by this letter of intent and that if any such fee is required in the future, it shall be the responsibility of the Sellers to make such payment(s).

10. Public Announcements. Neither Sellers nor Purchaser will make any announcement of the proposed transaction contemplated by this Letter of Intent prior to the execution of the Stock Purchase and Share Exchange Agreement without the prior written approval of the other, which approval will not be unreasonably withheld or delayed, unless otherwise required by rules and regulations imposed on Purchaser as a publicly traded company as set forth by the Securities and Exchange Commission of the United States of America. The foregoing shall not restrict in any respective ability to communicate hereby to any of our respective affiliates’, officers, directors, employees and professional advisors, and, to the extent relevant, to third parties whose consent is required in connection with the transaction contemplated by this Letter of Intent.

11. Exclusive Negotiating Rights. In order to induce Purchaser to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary properly to evaluate the possibility of acquiring the assets and business described above, and to negotiate the terms of, and consummated, the transaction contemplated hereby, Sellers agree that for a period of ninety [90] days after the date hereof, Sellers nor its affiliates and their respective officers, directors, employees and agents shall not initiate, solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding the possible acquisition of MTKUSA by any other person other than Purchaser, including, without limitation, by way of a purchase of shares, assets or otherwise. Purchase of assets or merger, of all or any substantial part of MTKUSA equity securities or assess, and shall not (other than in the ordinary course of business as heretofore conducted) provide any confidential information regarding collective assets or business(s) to any person other than Purchaser and our representatives.

12. Consents. Unless and until this Letter of Intent has been terminated, Purchaser and Sellers and/or representatives of each respective company as directed shall cooperate with each other and proceed, as promptly as reasonably possible, to prepare and file the notifications required by the SEC, or any other applicable Authority, and any other regulatory governing body and will further seek to obtain all necessary consents and approvals wherever needed or required from all other third parties, as may be applicable, and to endeavor to comply with all other legal or contractual requirements for or preconditions to the execution of a Stock Purchase and Share Exchange Agreement.

13. Confidentiality. Except as and to the extent required by law, Purchaser shall not disclose or use, and shall direct its representatives not to disclose or use, any Confidential Information (as defined below) obtained from the Sellers and/or representatives of the Company by Purchaser or its representatives in connection herewith at any time or in any manner other than in connection with its evaluation of the transaction proposed in this Letter.

For purposes of this Paragraph, "Confidential Information" means any information about the Sellers and/or the Company stamped "confidential", or identified in writing as such to Purchaser by the Sellers and/or Company; provided that it does not include information which; (i) is or becomes generally available to or known by the public other than as a result of improper disclosure by Purchaser or (ii) is obtained by Purchasers from a source other than Sellers and/or representatives of the Company, provided that Purchaser is unaware that such source was not bound by a duty of confidentiality to Company or another party with respect to such information. If the Binding Provisions of this Letter are terminated, Purchaser shall promptly return to Company any Confidential Information in its possession and certify in writing to Company that it has done so. Purchaser and Company acknowledge and affirm a Non Disclosure and Non Circumvent Agreement was executed between the parties prior to or on the date of this Letter of Intent.

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14. Non-Circumvention. Both parties to this Letter of Intent shall not directly or indirectly circumvent, avoid, bypass, or in any way obviate each other’s rights under this Letter of Intent, including but not limited to the right to enter into any type of contractual relationship or otherwise with relationships brought to or developed by the other and/or together in this transaction without prior written consent by the other unless authorization is otherwise provided for under a provision in the proposed Stock Purchase and Share Exchange Agreement.

15. Indemnifications. Purchaser and Sellers agree that on or before the date of execution of the Stock Purchase and Share Exchange Agreement, Sellers will insure, hold harmless and indemnify Purchaser against any and all claims, liens, judgments and/or any other obligation against the Company prior to the execution of the Purchase Agreement and that the Company will be free and clear of any liens, claims and or encumbrances whatsoever, except those disclosed and accepted by Purchaser.

16. Disclaimer of Liabilities. No party to this Letter of Intent shall have any liability to any other party for any liabilities, losses, damages (whether special, incidental or consequential), costs, or expenses incurred by the party in the event either party decides to terminate this Letter as provided in paragraph 17. Each party shall be solely responsible for its own expenses, legal fees and consulting fees related to their respective obligations of this Letter of Intent, whether or not any of the transaction contemplated in this Letter of Intent is consummated.

17. Termination. Each party hereby reaffirms its intention that this Letter of Intent as a whole or in part, is not intended to constitute, and shall not constitute, a legal and binding obligation, contract or agreement between any of the parties, and is not intended to be relied upon by any party as constituting such. Accordingly, the parties agree that any party to this Letter of Intent may unilaterally withdraw from negotiation or dealing at any time for any or no reason at the withdrawing party’s sole discretion by notifying the other party of the withdrawal in writing. If a Stock Purchase and Share Exchange Agreement is not executed by the parties to this Letter on or before the 30th day of June, 2010, then this Letter of Intent shall terminate and all the terms and conditions set forth herein shall be null and void, unless an extension of this Letter of Intent is mutually agreed to by both parties in writing prior to the termination date.

18. Miscellaneous. This letter shall be governed by the substantive laws of the State of Nevada without regard to conflict of laws principles. This letter constitutes the entire understanding and agreement between the parties hereto and their affiliates with respect to its subject matter and supersede all prior or contemporaneous agreements, representations, warranties and understandings of such parties (whether oral or written). No promise, inducement, representation or agreement, other than as expressly set forth herein, has been made to or by the parties hereto. This letter may be amended only by written agreement, signed by the parties to be bound by the amendment. Evidence shall be inadmissible to show agreement by and between such parties to any term or condition contrary to or in addition to the terms and conditions contained in this letter. This letter shall be construed according to its fair meaning and not strictly for or against either party.

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19. No Binding Obligation. Except for Section 1 and Section 3 though 20, THIS LETTER OF INTENT DOES NOT CONSTITUTE OR CREATE, AND SHALL NOT BE DEEMED TO CONSTITUTE OR CREATE, ANY LEGALLY BINDING OR ENFORCEABLE OBLIGATION ON THE PART OF EITHER PARTY TO THIS LETTER OF INTENT. NO SUCH OBLIGATION SHALL BE CREATED, EXCEPT BY THE EXECUTION AND DELIVERY OF THE PURCHASE AGREEMENT CONTAINING SUCH TERMS AND CONDITIONS OF THE PROPOSED TRANSACTION AS SHALL BE AGREED UPON BY THE PARTIES, AND THE ONLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SUCH PURCHASE AGREEMENT. The Confidentiality Agreement is hereby ratified and confirmed as a separate agreement between the parties thereto.

20. ACKNOWLEDGMENT AND ACCEPTANCE. If the terms and conditions of this Letter of Intent are agreeable to Mount Knowledge USA, Inc, please have the appropriate officer and/or director sign a copy of this Letter of Intent and return a signed copy by facsimile to us at ###-###-#### by no later than 5pm on April 27, 2010, followed by a mailed original signed copy to Mount Knowledge Holdings, Inc., 39555 Orchard Hill Place, Novi, Michigan 48375. This Letter of Intent may be executed in one or more counterparts, each of which when so executed shall be deemed an original, but all of which taken together shall constitute one and the same document. Upon acceptance of the provisions of this Letter of Intent by each party, the parties will in good faith prepare to execute a Stock Purchase and Share Exchange Agreement on the contemplated transaction described herein on or before the 30th of June, 2010, subject to the termination provisions set forth in paragraph 17.

If the foregoing terms and conditions are acceptable to Mount Knowledge USA, Inc, please so indicate by initialing each page and signing the enclosed copy of this Letter of Intent and returning it to the attention of the undersigned.

Sincerely,

MOUNT KNOWLEDGE HOLDINGS, INC.

By:   /s/ Daniel A. Carr                                  
        Daniel A. Carr,
        President and CEO

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ACCEPTED AND AGREED

MOUNT KNOWLEDGE USA, INC.

By:   /s/ Simon Arnison                                             
        Simon Arnison
        Vice President, Secretary and Director

Date: April 26, 2010

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Exhibit A

Due Diligence Check List

MOUNT KNOWLEDGE USA, INC.

(the “Company”)

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