0001104659-06-025528 Sample Contracts

April 11, 2006
Letter Agreement • April 18th, 2006 • Vcampus Corp • Services-services, nec

This letter serves to memorialize the agreements that we have reached among VCampus Corporation, a Delaware corporation (“VCampus”) and each of you who are secured noteholders of Prosoft, regarding the anticipated reorganization of Prosoft as described below.

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 18th, 2006 • Vcampus Corp • Services-services, nec • Arizona

This Transition Services Agreement (“Agreement”) is made this 10th day of April 2006 (“Effective Date”), between Prosoft Learning Corporation, a Nevada corporation (the “Company”), and Benjamin M. Fink (the “Employee”).

ACQUISITION AND REORGANIZATION AGREEMENT BETWEEN VCAMPUS CORPORATION AND PROSOFT LEARNING CORPORATION AND COMPUTERPREP, INC. April 11, 2006
Acquisition and Reorganization Agreement • April 18th, 2006 • Vcampus Corp • Services-services, nec • Delaware

This Acquisition and Reorganization Agreement (the “Agreement”) made this 11th day of April, 2006, by and between Prosoft Learning Corporation, a Nevada corporation (“PLC”), and its Subsidiary (as defined herein), ComputerPREP, Inc., a Delaware corporation (“CP”), both of whose addresses are 410 N. 44 Street, Suite 600, Phoenix, Arizona 85008 (PLC and CP, collectively, “Prosoft”), and VCampus Corporation, a Delaware corporation, whose address is 1850 Centennial Park Drive, Suite 200, Reston, Virginia 20191 (“VCampus”).

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