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November 4, 2010

Mr. Steven A. Dowling, President

Pearson, Inc. 1330 Avenue of the Americas New York, New York 10019
Modification to Project North Star Agreement

Dear Steve:
This letter, once executed by each party's duly authorized officer, modifies the June 8, 2010 Agreement (the "Agreement") between the Board of Education of Montgomery County and Montgomery County Public Schools (MCPS) and Pearson Education, Inc, (Pearson) as set forth herein, but all other provisions are republished and remain in fisll force and effect. The modification is made pursuant to and in accordance with Section 18.G. of the Agreement.

By agreement of the parties, through their duly authorized officers, and in consideration of the mutual promises of the parties and other good and valuable consideration, the receipt of which is hereby acknowledged, Section 8.E. of the Agreement is hereby deleted and any cross-reference in the Agreement to Section 8.E. is also deleted.
As an amendment In further explication of the commitments and provisions of Section 8.A. of the Agreement, the parties, through their duly authorized officers, now agree that (a) the Development Funds to be contributed by Pearson shall consist solely of $1.25 million in cash, payable to MCPS in two equal installments of $625,000 on August 15, 2010 (which MCPS

acknowledges has already been paid) and December 15, 2010 plus a minimum of $1.3 million (valued at Pearson's cost) to be contributed, in-kind or in cash, through creation of the professional development and assessments as set forth in the Program Development Plan (PDP); (b) the parties recognize Pearson's in-kind or cash contribution as the matching contribution from a private partner for purposes of the Investing in Innovation i3 Grant described in Section 8.H.of the Agreement recently awarded to MCPS; (c) none of the Development Funds shall be considered an advance recoupable against royalties; and (d) Section 8.A. of the Agreement is
hereby amended to the extent it is inconsistent with the understanding and modification set forth

in this letter. Please sign below, as Pearson's authorized representative and return as soon as possible. On behalf of MCPS, I am pleased to continue and reaffirm our collegial and collaborative working relationship. I am confident our joint effort will advance and enhance the education of many future students.

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t, Ed.D. Sup nntendent of Schools and Secretary/Treasurer to the Board of Education of Montgomery County

Executed this

day of

e,.4.,4, 2010

Al 4,
Steen A. Dowling, President, P on, Inc.