0001062993-11-000004 Sample Contracts

INTELLECTUAL PROPERTY PURCHASE AGREEMENT
Intellectual Property Purchase Agreement • January 3rd, 2011 • Mount Knowledge Holdings, Inc. • Gold and silver ores • Nevada

THIS INTELLECTUAL PROPERTY PURCHASE AGREEMENT (“Agreement”) is made as of the Effective Date by and between UCANDU LEARNING CENTRES INC., with offices located at 290 Hounslow Avenue, Toronto, ON M2N 4B8, Canada, and ERWIN SNIEDZINS on the one hand (collectively, the “Seller”) and MOUNT KNOWLEDGE HOLDINGS, INC., with offices located at 39555 Orchard Hill Place, Suite 600 PMB 6096, Novi, Michigan 48375, on the other hand (the “Purchaser”).

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INDEPENDENT CONTRACTOR AGREEMENT (Ucandu Learning Centers, Inc.)
Independent Contractor Agreement • January 3rd, 2011 • Mount Knowledge Holdings, Inc. • Gold and silver ores • Nevada

THIS INDEPENDENT CONTRACTOR AGREEMENT is entered into as of the 28th day of December 2010, between MOUNT KNOWLEDGE HOLDINGS, INC. (“the Company”) and UCANDU LEARNING CENTERS, INC. (“the Contractor”).

MASTER SOFTWARE LICENSE CANCELLATION AGREEMENT
Master Software License Cancellation Agreement • January 3rd, 2011 • Mount Knowledge Holdings, Inc. • Gold and silver ores • Nevada

THIS MASTER SOFTWARE LICENSE CANCELLATION AGREEMENT (the “Agreement”) is hereby entered into on this 27th day of December 2010, by and between MOUNT KNOWLEDGE HOLDINGS, INC., a Nevada corporation, having its address at 39555 Orchard Hill Place, Suite 600 PMB 6096, Novi, Michigan 48375, (the “Company”) and MOUNT KNOWLEDGE INC., an Ontario Canada corporation, having its address at 150 Consumers Road, Suite 202, Toronto, ON, M2J 1P9, Canada, (“MTKINC”).

OPTION AGREEMENT
Option Agreement • January 3rd, 2011 • Mount Knowledge Holdings, Inc. • Gold and silver ores • Nevada

THIS OPTION AGREEMENT (the “Agreement”) made and entered into this 28th day of December 2010, by and between UCANDU LEARNING CENTRES, INC. (“Grantor”) and MOUNT KNOWLEDGE HOLDINGS, INC. (“Optionee”).

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