EXHIBIT B

SHARE EXCHANGE AGREEMENT

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").

RECITALS

WHEREAS, Shareholders are the holders and owners of a total of Three Hundred Twenty-Five Thousand Seven Hundred Ten (325,710) shares of Ordinary A Stock of Language Key Asia Ltd (the “LK A Shares), represented by one or more share certificates as set forth Schedule A, attached hereto; and

WHEREAS, Shareholders are desirous of selling their LK A Shares to the Company and the Company is desirous of purchasing the LK A Shares, pursuant to Schedule A herein, pursuant to which the LK A Shares owned and held by the Shareholders shall be exchanged for shares of Common Stock of the Company (the “MKHD Shares”), as set forth in Form(s) for Purchase and Exchange, attached hereto as Exhibit A-1 of the Schedule A..

WHEREAS, Company and Shareholders deem it to be in their respective best interests to enter into this transaction pursuant to the terms and conditions of the Definitive Agreement dated October 5, 2010, Amendment No. 1 of Definitive Agreement dated October 29, 2010 and Amendment No. 2 of Definitive Agreement dated December 31st, 2010, collectively referred to as (the “Definitive Agreement”) of which this Agreement is made a part thereto.

NOW, THEREFORE, in consideration of the promises and the mutual terms, covenants and conditions set forth herein, the Company and the Shareholders agree as follows:

AGREEMENT

1. SHARE PURCHASE AND EXCHANGE.

1.1. Purchase and Sale of the Company’s Common Stock. Subject to the terms and conditions of this Agreement, the Shareholders agree to sell to the Company, and the Company agrees to purchase from the Shareholders a certain number of shares of LK A Shares for a total aggregate purchase price, as set forth Schedule A and further referenced in one or more separately executed Form(s) for Purchase and Exchange, attached hereto as Exhibit A-1, by each Shareholder, respectively.

1.2. Exchange of the Company’s Common Stock. Subject to the terms and conditions of this Agreement, the Shareholders agree to transfer and assign to the Company, their LK A Shares in exchange for the number of MKHD Shares (the “Share Exchange”), as set forth in one or more separately executed Form(s) for Purchase and Exchange, attached hereto as Exhibit A-3, with each Shareholder, respectively. The exchange of LK A Shares for MKHD Shares may require the exchange of LK A Shares to be completed first with the Company’s nominee, the Company Subsidiary, and then followed by other exchange, including by the Company Subsidiary with the Company (the “Subsidiary Exchange”), so the Share Exchange is completed in a manner consistent with accounting principles. Notwithstanding anything to the contrary as stated in this Section 1.2, such Subsidiary Exchange shall not change or effect the number of MKHD Shares each Shareholder is entitled to receive upon the execution of the Form(s) for Purchase and Exchange, attached hereto as Exhibit A-3, with each Shareholder, respectively.

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1.3. Release. Shareholders, together with their heirs, executors, administrators, and assigns, do hereby remise, release and forever discharge the Company, its respective directors, officers, shareholders, employees and agents, and their respective successors and assigns, of and from all claims, causes of action, suits and demands whatsoever which Shareholders ever had, now or may have howsoever arising out of the original grant (including rights of pre-emption under the articles of association of the Company). For the avoidance of doubt and clarification, each of the Shareholders confirm and acknowledge to the other and the Company through the execution of this Agreement that that he or it together with its or their heirs, executors, administrators, and assigns, as the case may be, do hereby waive and relinquish all or any preemption rights or rights of a nature similar thereto that he or it may have pursuant to articles of association of the Company with respect to any of the LK A Shares herein.

1.4. Mutual Representations. As may required, the parties will execute and deliver all such further documents (including but not limited to appropriate instruments of transfers and bought and sold notes), do or cause to be done all such further acts and things (including but not limited to payment of stamp duty in Hong Kong), and give all such further assurances as in the opinion of the Company or its counsel are necessary or advisable to give full effect to the provisions and intent of this Agreement.

2. CLOSING AND REQUIRED DOCUMENTS.

2.1. Closing. Subject to the conditions set forth herein; the Closing of one or more transactions contemplated by this Agreement shall occur on the date of execution of one or more Form(s) for Purchase and Exchange, attached hereto as Exhibit A-3, separately with each Shareholders, respectively, represented in Schedule A (the "Closing" and the date of Closing is herein referred to as the "Closing Date").

2.2. Required Documents. The Shareholders shall, prior to each Closing Date, deliver to the Company (or Company Subsidiary, as the case may be) share certificates and/or executed bought and sole notes and instruments of transfers evidencing all of the LK A Shares owned and held by Shareholders, along with a duly executed board resolution of Language Key Asia Limited accepting the transfer of all the LK A Shares owned and held by Shareholders to the Company and registration of the Company or Company Subsidiary as the registered holder thereof subject to stamping.

2.3. Execution of Documents. Shareholders and Company mutually agree to execute any and all documentation required to complete the purchase and exchange of shares as set forth in one or more separately executed Form(s) of Purchase and Exchange, attached hereto as Exhibit A-3, including the documents effecting the Subsidiary Exchange as defined in Section 1.2 hereinabove, and “Form of Instrument of Transfer and Bought and Sold Note,” attached hereto as Exhibit A-4.

3. Obligations and Delivery.

3.1. Obligations of the Company. The obligations of Company to purchase the LK A Shares in accordance with the terms hereof and the obligation of the Company to exchange said LK A Shares for MKHD Shares in accordance with the terms hereof shall be subject to and expressly conditioned upon fulfillment of the conditions recited in Section 1 above and each of the following conditions on or prior to the Closing Date:

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4. Delivery of Company Certificates and Purchase Price. The Company or the Company Subsidiary shall deliver to the Shareholders a certificate or certificates in proper form, series and/or class for the number of MKHD Shares to be obtained by Shareholders hereby reflecting the purchase price in an executed Form for Purchase and Exchange, as set forth in Exhibit A-1.

4.1. Representations, Warranties and Acknowledgments. In connection with the purchase and exchange, Company and the Shareholders make the following representations and warranties:

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5. Survival of Representation and Warranties. The representations of the Shareholders contained herein shall survive the Closing contemplated hereby and any investigation by the Company with respect thereto.

6. Indemnification of the Company. Shareholders shall defend, indemnify and hold the Company harmless from and against any damage, deficiency, loss or liability resulting from any misrepresentation, omission, breach of warranty or non-fulfillment of any part of this Agreement by Shareholders, and any and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses incident thereto.

7. Failure of Conditions Precedent. To the extent that any condition precedent to the obligations of the Company hereunder is not met by Shareholders, Company may, at its option, either waive such condition and complete the transactions contemplated hereby on the terms and conditions otherwise contained herein, or decline to purchase or exchange the shares, whereupon this Agreement will terminate and Company shall be subject to no liability whatsoever to the Shareholders. If the transactions contemplated in this Agreement is not consummated for such reason, or for any other reason, neither party shall be liable to the other for loss, damage, or expense, and the only remedy to either party shall be to terminate this Agreement.

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8. Miscellaneous.

8.1. Stamp Duty, Legal and Accounting Fees. All stamp duties payable in Hong Kong in connection with the sale and purchase of shares in LK Asia Ltd. shall be borne by the respective transferees and transferors in equal shares. The Shareholders, the Company and Company Subsidiary shall each be responsible to pay their respective legal and accounting fees incurred by them in connection with the transactions contemplated by this Agreement, unless otherwise mutually agreed to in writing.

8.2. Waiver of Breach. All waivers under this Agreement shall be in writing. Any waiver by a party of the breach of any provision or of any condition precedent of this Agreement shall not operate as a waiver of any subsequent breach of that provision or as a waiver of the breach of any other provision or of any other condition precedent.

8.3. Severability. If any one or more provisions of this Agreement shall be adjudged or declared illegal or unenforceable, the same shall not in any way affect or impair the validity or enforceability of all or any other provision of this Agreement.

8.4. Governing Law. This Agreement and the performance hereof shall be construed and interpreted in accordance with the laws of Nevada, United States of America. Any dispute arising under or out of this Agreement shall be submitted for resolution to an applicable state or federal court of competent jurisdiction that is located in Nevada, United States of America. All legal formality according to the laws of Hong Kong shall be duly observed by the parties hereunder in order for the contemplated share transfers in LK Asia Ltd. to be valid and legally recognized under the laws of Hong Kong, without regard to conflict of laws principles.

8.5. Venue; Waivers. The Shareholders, Company and Company Subsidiary irrevocably agree that all actions or proceedings in any way, manner or respect, arising out of or from or related to this agreement shall be litigated in courts having situs within the State of Nevada, United States of America. The Shareholders and Company hereby waive any right they may have to transfer or change the venue of any litigation brought by another party hereto in accordance with this paragraph.

8.6 Assignment. No party may assign its rights, interest or obligations under this Agreement without the prior approval in writing of the other party.

8.7 No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies on any Person other than the parties and their respective successors and permitted assigns.

8.8 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto in connection with the subject matter hereof. This Agreement may not be modified, amended, altered or extended orally, and no modification shall be effective unless in writing and signed by the parties hereto.

8.9 Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, representatives, successors and assigns.

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8.10 Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing, and shall be deemed to have been given, when received, if delivered in person or by a reputable courier service (such as Federal Express), or three (3) business days following mailing, if mailed by certified mail, return receipt requested, postage prepaid, as follows:

8.11 Exhibits and Schedules. The Exhibits and Schedules attached hereto constitute an integral part of this Agreement. Terms defined in this Agreement that are used in any Exhibit or Schedule attached hereto and are not otherwise defined therein shall have the meanings assigned to such terms in this Agreement. Terms defined in any Exhibit or Schedule attached hereto that are used in this Agreement or in any other Exhibit or Schedule which are not otherwise defined herein shall have the meanings assigned to such terms in such Exhibit or Schedule.

8.12 Headings. The headings contained in this Agreement are for convenience of reference only and shall not affect the meaning and interpretation of this Agreement.

8.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which will be considered an original but all of which will constitute the same instrument, notwithstanding that fewer than all of the parties have signed the same counterpart. A counterpart signature page transmitted by facsimile machine will be given the same effect as an original signature page. Any party signing this Agreement by facsimile must provide the other parties with a manually signed signature page within ten (10) days after the date of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have placed their signatures hereon on the day and year first above written.

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[-Signature Page to Share Exchange Agreement-]

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SCHEDULE A

PAYMENT AND DELIVERY SCHEDULE

1. Shareholders of Record. The following list referenced herein below represents the Shareholders of record on the date of execution of this Agreement which own and/or hold shares of Ordinary A Stock in the Language Key Asia Ltd. (the “LK “A” Shares”) and are entitled to sell/exchange their LK A Shares for shares of restricted common stock of Mount Knowledge Holdings, Inc. (the “MKHD Shares”), as set forth hereinbelow.

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2. Share Exchange Consideration. Pursuant to the terms and conditions of the share exchange contemplated in this Agreement, the Shareholders agree to sell a total of Three Hundred Twenty-Five Thousand Seven Hundred Ten (325,710) shares of Ordinary A Stock in Language Key Asia Ltd (the “LK A Shares”) and Company agrees to purchase all the LK “A” Shares as set forth in this Schedule A, Section 1, hereinabove, in the form of a share exchange in an amount equal to a total of One Million Eight Hundred (1,800,000) shares of Common Stock of Mount Knowledge Holdings, Inc. (the “MKHD Shares”), on a pro-rata basis equivalent to the number of shares of each Shareholder as set forth in one or more executed Form(s) for Purchase and Exchange, attached hereto as Exhibit A-1.

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EXHIBIT A-1

FORM FOR PURCHASE AND EXCHANGE

Pursuant to the terms and conditions set forth in Schedule A of this Agreement, the undersigned Shareholder agrees to sell a pro-rata number of shares of Ordinary A Stock in LANGUAGE KEY ASIA LTD (the “LK A Shares”) owned and held by Shareholder in exchange for a certain number of Shares of Common Stock in MOUNT KNOWLEDGE HOLDINGS, INC. (the “MKHD Shares”) as set forth hereinbelow.

The following represents a Shareholder of record on the Closing Date (the date of execution of this Form for Purchase and Exchange) which owns and/or holds a certain number of LK A Shares to be exchange for MKHD Shares as represented hereinbelow. This form is required to be completed and executed for each Shareholder representing the Shares sold, purchased and exchanged as set forth herein.

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Shareholder of Record: Dirk Haddow

{* The Exchange Multiple (Ratio) may vary due to publicly-traded share price of the MKHD Share on the date of execution of this FORM FOR PURCHASE AND EXCHANGE. Furthermore, the monetary value (or “Fair Market Value”) of the MKHD Shares issued to each Shareholder shall be calculated by taking the total amount of MKHD Shares exchanged with each Shareholder multiplied by the per share price at closing of the MKHD Shares on the previous day from the date of execution of this Agreement (e.g. total of 1,800,000 Shares x per share price of $0.30 = USD $540,000.00), with a certain value attributable to each Shareholder on a pro-rated basis equivalent to the total number of MKHD issued to each Shareholder, respectively.}

Shareholder further understands and agrees to a thirty-six (36) month sale restriction on the entire amount of MKHD Shares received subsequent to any restrictions of SEC Rule 144 of the Act, if applicable, pursuant to the MKHD Shares exchanged as set forth herein from the date of issuance, with thirty (30%) percent of said MKHD Shares shall be released after twelve (12) months from the date of issuance, followed by the release of another thirty-five (35%) percent after twenty-four (24) months and the remaining thirty-five (35%) percent after thirty-six (36) months (the “Additional Sale Restriction”). The beneficial holder(s) of said MKHD Shares shall execute a letter of acknowledgment of said Additional Sale Restriction upon the issuance of and prior to the receipt of said MKHD Shares, if required by the Company.

Agreed and accepted this 31st day of December, 2010.

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Shareholder of Record: Christopher Durcan

{* The Exchange Multiple (Ratio) may vary due to publicly-traded share price of the MKHD Share on the date of execution of this FORM FOR PURCHASE AND EXCHANGE. Furthermore, the monetary value (or “Fair Market Value”) of the MKHD Shares issued to each Shareholder shall be calculated by taking the total amount of MKHD Shares exchanged with each Shareholder multiplied by the per share price at closing of the MKHD Shares on the previous day from the date of execution of this Agreement (e.g. total of 1,800,000 Shares x per share price of $0.30 = USD $540,000.00), with a certain value attributable to each Shareholder on a pro-rated basis equivalent to the total number of MKHD issued to each Shareholder, respectively.}

Shareholder further understands and agrees to a thirty-six (36) month sale restriction on the entire amount of MKHD Shares received subsequent to any restrictions of SEC Rule 144 of the Act, if applicable, pursuant to the MKHD Shares exchanged as set forth herein from the date of issuance, with thirty (30%) percent of said MKHD Shares shall be released after twelve (12) months from the date of issuance, followed by the release of another thirty-five (35%) percent after twenty-four (24) months and the remaining thirty-five (35%) percent after thirty-six (36) months (the “Additional Sale Restriction”). The beneficial holder(s) of said MKHD Shares shall execute a letter of acknowledgment of said Additional Sale Restriction upon the issuance of and prior to the receipt of said MKHD Shares, if required by the Company.

Agreed and accepted this 31st day of December, 2010.

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Shareholder of Record: Mark Wood

{* The Exchange Multiple (Ratio) may vary due to publicly-traded share price of the MKHD Share on the date of execution of this FORM FOR PURCHASE AND EXCHANGE. Furthermore, the monetary value (or “Fair Market Value”) of the MKHD Shares issued to each Shareholder shall be calculated by taking the total amount of MKHD Shares exchanged with each Shareholder multiplied by the per share price at closing of the MKHD Shares on the previous day from the date of execution of this Agreement (e.g. total of 1,800,000 Shares x per share price of $0.30 = USD $540,000.00), with a certain value attributable to each Shareholder on a pro-rated basis equivalent to the total number of MKHD issued to each Shareholder, respectively.}

Shareholder further understands and agrees to a thirty-six (36) month sale restriction on the entire amount of MKHD Shares received subsequent to any restrictions of SEC Rule 144 of the Act, if applicable, pursuant to the MKHD Shares exchanged as set forth herein from the date of issuance, with thirty (30%) percent of said MKHD Shares shall be released after twelve (12) months from the date of issuance, followed by the release of another thirty-five (35%) percent after twenty-four (24) months and the remaining thirty-five (35%) percent after thirty-six (36) months (the “Additional Sale Restriction”). The beneficial holder(s) of said MKHD Shares shall execute a letter of acknowledgment of said Additional Sale Restriction upon the issuance of and prior to the receipt of said MKHD Shares, if required by the Company.

Agreed and accepted this 31st day of December, 2010.

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Shareholder of Record: Jeff Tennenbaum

{* The Exchange Multiple (Ratio) may vary due to publicly-traded share price of the MKHD Share on the date of execution of this FORM FOR PURCHASE AND EXCHANGE. Furthermore, the monetary value (or “Fair Market Value”) of the MKHD Shares issued to each Shareholder shall be calculated by taking the total amount of MKHD Shares exchanged with each Shareholder multiplied by the per share price at closing of the MKHD Shares on the previous day from the date of execution of this Agreement (e.g. total of 1,800,000 Shares x per share price of $0.30 = USD $540,000.00), with a certain value attributable to each Shareholder on a pro-rated basis equivalent to the total number of MKHD issued to each Shareholder, respectively.}

Shareholder further understands and agrees to a thirty-six (36) month sale restriction on the entire amount of MKHD Shares received subsequent to any restrictions of SEC Rule 144 of the Act, if applicable, pursuant to the MKHD Shares exchanged as set forth herein from the date of issuance, with thirty (30%) percent of said MKHD Shares shall be released after twelve (12) months from the date of issuance, followed by the release of another thirty-five (35%) percent after twenty-four (24) months and the remaining thirty-five (35%) percent after thirty-six (36) months (the “Additional Sale Restriction”). The beneficial holder(s) of said MKHD Shares shall execute a letter of acknowledgment of said Additional Sale Restriction upon the issuance of and prior to the receipt of said MKHD Shares, if required by the Company.

Agreed and accepted this 31st day of December, 2010.

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EXHIBIT A-2

FORM OF INSTRUMENT OF TRANSFER AND
BOUGHT AND SOLD NOTES

See attached.

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