0001204459-11-000022 Sample Contracts

EXHIBIT B SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • January 5th, 2011 • Mount Knowledge Holdings, Inc. • Gold and silver ores • Nevada

This SHARE EXCHANGE AGREEMENT (the "Agreement") is made and entered into this 31st day of December, 2010 by and between MOUNT KNOWLEDGE HOLDINGS, Inc., a Nevada Corporation (the "Company"), MOUNT KNOWLEDGE ASIA LTD, a Hong Kong Corporation (the “Company Subsidiary”), and LANGUAGE KEY TRAINING LTD, a British Virgin Islands corporation, Dirk Haddow, Mark Wood, Chris Durcan and/or Jeff Tennenbaum, individually (collectively hereinafter referred to as the "Shareholders").

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AMENDMENT NO. 2 TO DEFINITIVE AGREEMENT
Definitive Agreement • January 5th, 2011 • Mount Knowledge Holdings, Inc. • Gold and silver ores • Nevada

THIS AMENDMENT NO.2 TO DEFINITIVE AGREEMENT (the “Amendment”) is made and entered into as of this 31st day of December, 2010, by and among THE LANGUAGE KEY TRAINING LTD, a British Virgin Islands Corporation, Dirk Haddow, Mark Wood, Chris Durcan and Jeff Tennenbaum, individually, (collectively hereinafter referred to as the “Sellers”), and MOUNT KNOWLEDGE HOLDINGS, INC., a Nevada Corporation (the “Company”), (collectively referred to as the “Parties”).

USE OF EXISTING TRAINING CONTENT AGREEMENT
Use of Existing Training Content Agreement • January 5th, 2011 • Mount Knowledge Holdings, Inc. • Gold and silver ores

This USE OF EXISTING TRAINING CONTENT AGREEMENT (this "Agreement") is made and entered into effective this 31st day of December 2010 by and between LANGUAGE KEY ASIA LTD., a Hong Kong Corporation, hereinafter referred to as (the "Company"), and THE LANGUAGE KEY LTD, a British Virgin Islands corporation and/or its successor company.

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