Administrative Services Agreement between Camden Learning Corporation and Camden Learning, LLC

Summary

Camden Learning Corporation and Camden Learning, LLC have agreed that, starting from the effective date of Camden Learning Corporation's IPO registration statement, Camden Learning, LLC will provide general and administrative services such as receptionist, secretarial, and office support. The Company will pay Camden Learning, LLC $7,500 per month for these services. This arrangement will continue until the company completes a business combination, fails to do so within 24 months of the IPO, or decides to dissolve and liquidate its trust account.

EX-10.5 20 v075870_ex10-5.htm

EXHIBIT 10.5

May 16, 2007

Camden Learning, LLC

500 East Pratt Street

Suite 1200

Baltimore, MD 21202

Re: CAMDEN LEARNING CORPORATION

Gentlemen:

This letter will confirm our agreement, that commencing on the effective date (“Effective Date”) of the registration statement (“Registration Statement”) of the initial public offering (“IPO”) of the securities of Camden Learning Corporation (the “Company”) and continuing until the earlier to occur of: (i) the consummation of a Business Combination (as described in the Registration Statement), (ii) failure to effect a Business Combination within 24 months from the consummation of the IPO and (iii) the date on which we determine to dissolve and liquidate our trust account as part of our plan of dissolution and liquidation, Camden Learning, LLC (“CL LLC”) shall make available to the Company certain general and administrative services, including but not limited to receptionist, secretarial and general office services. In exchange therefore, the Company shall pay CL LLC the sum of $7,500 per month on the Effective Date and continuing monthly thereafter.

	Very truly yours,

	CAMDEN LEARNING CORPORATION

	By: Name: David L. Warnock
	Title: Chief Executive Officer

Agreed to and Accepted by:

CAMDEN LEARNING, LLC

By: Camden Partners Strategic III, LLC
Its: Manager

By Camden Partners Strategic Manager, LLC
Its: Managing Member


By:
Donald W. Hughes Managing Member