SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ___)*

CIBT Education Group Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

CA17163Y1025

(CUSIP Number)

Shane Corporation S.àr.l
c/o Camden Partners Holdings, LLC
500 East Pratt Street
Suite 1200
Baltimore, Maryland 21202
Attention: Donald W. Hughes
Tel: (410) 878-6800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 10, 2007

(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. CA17163Y1025  Page 2  of  18 Pages 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Shane Corporation S.àr.l.
2	Check The Appropriate Box if a Member of a Group (See Instructions)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Luxembourg
		7	SOLE VOTING POWER:
NUMBER OF			10,000,000
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			10,000,000
WITH		10	SHARED DISPOSITIVE POWER:
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	10,000,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	16.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	CO

CUSIP No. CA17163Y1025  Page 3  of  18 Pages 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Shane GP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			10,000,000
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			10,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	10,000,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	16.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

CUSIP No. CA17163Y1025  Page 4  of  18 Pages 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Camden Partners Strategic Fund III, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):
	o
6	CITIZENSHIP OR PLACE OF ORGANZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			10,000,000
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			10,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	10,000,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	16.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

CUSIP No. CA17163Y1025  Page 5  of  18 Pages 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Camden Partners Strategic Fund III-A, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			10,000,000
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			10,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	10,000,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	16.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

CUSIP No. CA17163Y1025  Page 6  of  18 Pages 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Camden Partners Strategic Manager, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			10,000,000
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			10,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	10,000,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	16.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	OO

CUSIP No. CA17163Y1025  Page 7  of  18 Pages 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Camden Partners Strategic III, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	USA
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			10,000,000
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			10,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	10,000,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	16.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	OO

CUSIP No. CA17163Y1025  Page 8  of  18 Pages 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Richard M. Berkeley
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			10,000,000
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			10,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	10,000,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	16.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

CUSIP No. CA17163Y1025  Page 9  of  18 Pages 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Donald W. Hughes
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	USA
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			10,000,000
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			10,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	10,000,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	16.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

CUSIP No. CA17163Y1025  Page 10  of  18 Pages 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Richard M. Johnston
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			10,000,000
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			10,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	10,000,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	16.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

CUSIP No. CA17163Y1025  Page 11  of  18 Pages 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David L. Warnock
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	USA
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			10,000,000
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			10,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	10,000,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	16.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

Page 12 of 18 Pages

ITEM 1. SECURITY AND ISSUER

     This statement relates to the common shares (“Common Shares”) of CIBT Education Group Inc., a corporation incorporated in the Province of British Columbia, Canada (the “Issuer”). The address of the principal executive office of the Issuer is Suite 1200, 777 West Broadway, Vancouver, British Columbia, Canada V5Z 4J7.

ITEM 2. IDENTITY AND BACKGROUND

(a) This statement is being filed by Shane Corporation S.àr.l. (“Shane Corporation”), Shane GP (“Shane GP”), Camden Partners Strategic III, LLC (“CPS III”), Camden Partners Strategic Manager, LLC (“CPSM”), Camden Partners Strategic Fund III, L.P. (“CPS Fund III”), Camden Partners Strategic Fund III-A, L.P. (“CPS Fund III-A” and together with CPS Fund III, the “Funds”) and Messrs. Richard M. Berkeley, Donald W. Hughes, Richard M. Johnston, and David L. Warnock. CPS III is the general partner of each of CPS Fund III and CPS Fund III-A. CPSM is the managing member of CPS III. Messrs. Berkeley, Hughes, Johnston and Warnock are the managing members of CPSM (the “Managing Members”). Shane Corporation, Shane GP, CPS III, CPSM, the Funds, and Messrs. Berkeley, Hughes, Johnston and Warnock are sometimes referred to herein collectively as the “Reporting Persons.”

     Shane GP is the sole shareholder of Shane Corporation. CPS Fund III and CPS Fund III-A are the partners of Shane GP. CPS III is the sole general partner of each of CPS Fund III and CPS Fund III-A. CPSM is the managing member of CPS III. Messrs. Berkeley, Hughes, Johnston and Warnock are the managing members of CPSM. Mr. Warnock is the manager of Shane Corporation.

(b) The address of the registered office of Shane Corporation is 20, rue de la Poste, L-2346 Luxembourg. The address of the principal business office of the Reporting Persons is c/o Camden Partners Holdings, LLC, 500 East Pratt Street, Suite 1200, Baltimore, Maryland 21202.

(c) The principal businesses of Shane Corporation and Shane GP are to invest in businesses primarily located outside the United States. The principal businesses of CPS Fund III and CPS Fund III-A are to invest in businesses located primarily in the United States. The principal business of CPS III is to act as general partner of each of CPS Fund III and CPS Fund III-A. The principal business of CPSM is to act as the managing member of CPS III. The principal business of each of Messrs. Berkeley, Hughes, Johnston and Warnock is to act as officers, directors, members, managing members, general partners or limited partners, as applicable, of corporations, partnerships or limited liability companies, as the case may be, some of which may be deemed to be affiliates of, or may provide management services to, Shane Corporation, Shane GP, CPS III, CPSM, and the Funds. Messrs. Berkley, Hughes, Johnston and Warnock are parties to written employment agreements with Camden Partners Holdings, LLC, a Delaware limited liability company (“Camden Holdings”), which provides management services to CPS III and affiliates of CPS III, CPSM, CPS Fund III and CPS Fund III-A and is an investment adviser registered under the Investment Advisor Act of 1940, as amended.

Page 13 of 18 Pages

(d)-(e) During the past five years, none of the Reporting Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Shane Corporation is a private limited liability company (société à responsabilitée limitée) incorporated in Luxembourg. Shane GP is a Delaware general partnership. Each of CPS III and CPSM is a Delaware limited liability company. Each of CPS Fund III and CPS Fund III-A is a Delaware limited partnership. Each of Messrs. Berkeley, Hughes, Johnston and Warnock is a United States citizen.

ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

     On December 10, 2007, in accordance with the terms of the Agreement and Plan of Reorganization dated as of December 10, 2007 (the “Reorganization Agreement”), Shane Corporation, among other things, exchanged 5,361,677 common shares of CIBT School of Business & Technology Corp. it held (the “Exchange Shares”) for 10,000,000 shares of the Issuer’s Common Shares (the “Securities”).

ITEM 4. PURPOSE OF TRANSACTION

     Shane Corporation acquired the Securities currently held by it for investment purposes. Depending on market conditions, a continuing evaluation of the business and prospects of the Issuer and other factors, it may determine to dispose of or acquire additional securities of the Issuer or dispose of the Securities. Except as described in this Schedule 13D, none of the Reporting Persons has any present plans (but each reserves the right to do so in the future), which relate to or would result in:

(a)	The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b)	An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c)	A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d)	Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e)	Any material change in the present capitalization or dividend policy of the Issuer;

Page 14 of 18 Pages

(f)	Any other material change in the Issuer’s business or corporate structure;
(g)	Changes in the Issuer’s governing documents or other actions which may impede the acquisition of control of the Issuer by any person;
(h)	Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i)	A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the “Act”);
(j)	Any action similar to any of those enumerated above.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

     (a)-(b) Shane Corporation is the record owner of all of the Securities. The Securities represent 16.5% of the Issuer’s issued and outstanding Common Shares, which percentage is calculated based upon 60,685,035 Common Shares issued and outstanding on December 10, 2007.

     As a result of the relationships described in Item 2(a) above, each of the Reporting Persons other than Shane Corporation may be deemed to own beneficially the Securities owned by Shane Corporation. Each of Shane GP, CPS III, CPSM, the Funds and the Managing Members disclaims beneficial ownership of the Securities, except to the extent of their respective pecuniary interest therein.

     Shane Corporation has the sole voting and dispositive power with respect to the Securities. Since each of the other Reporting Persons may be deemed to own beneficially the Securities, they may each be deemed to have shared voting and dispositive power with respect to the Securities.

     (c) Except as described in this Schedule 13D, none of the Reporting Persons has effected any transaction in the Issuer’s capital stock during the last 60 days.

     (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of the Securities beneficially owned by any of the Reporting Persons.

     (e) Not applicable.

Page 15 of 18 Pages

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

     Pursuant to the terms of the Reorganization Agreement, among other things, Shane Corporation exchanged the Exchange Shares for the Securities. Pursuant to the terms of the Reorganization Agreement, Shane Corporation has agreed to forfeit 966,667 of the Securities to the Issuer upon notice by the Issuer if, within two years following December 10, 2007, the Issuer’s Common Shares have traded above US$3.00 per share for at least nine consecutive months. References herein to “US$” shall mean U.S. dollars.

     Pursuant to the terms of the Stockholders’ Voting Agreement, dated December 10, 2007 (the “Voting Agreement”), by and among the Issuer, Shane Corporation and Mr. Toby Chu, Mr. Timothy Leong, and Concordia Financial Corp. (collectively, the “Current Holders”), Shane Corporation is entitled to designate two directors to the Board of Directors of the Issuer (the “Shane Designees”). The Voting Agreement provides that the Shane Designees are initially Mr. Warnock and Mr. Jack Brozman and that, unless otherwise agreed by the parties thereto, one of the Shane Designees shall be Mr. Warnock during the term of the Voting Agreement. The terms of the Voting Agreement require the parties thereto to vote all of their voting shares of the Issuer in favor of the Shane Designees until termination of the Voting Agreement, which termination shall occur on the earlier of Shane Corporation holding less than 10% of the issued and outstanding Common Shares and the second anniversary of the date of the Voting Agreement. As a consequence, the parties to the Voting Agreement may be deemed to be members of a group pursuant to Rule 13d-5(b)(1) of the Act. Based on the number of Common Shares reported in Amendment No. 5 to the Issuer’s Form 20-F filed December 11, 2007 as being beneficially owned by Mr. Chu (including Concordia Financial Management Corp.) and Mr. Leong, Mr. Chu and Mr. Leong, after taking into account the issuance of the Securities to Shane Corporation, beneficially own 5.8% and 1.5% of the issued and outstanding Common Shares, respectively. Each of Shane Corporation and the other Reporting Persons not party to the Voting Agreement disclaims beneficial ownership of any shares of the Issuer’s capital stock beneficially owned by the Current Holders.

     Pursuant to the terms of the Registration Rights Agreement, dated December 10, 2007 (the “Registration Rights Agreement”), by and among the Issuer and Shane Corporation, the Issuer agreed, under certain circumstances, to register the resale of the Securities under the Securities Act of 1933.

     In addition, pursuant to a subscription agreement between the Issuer and Shane Corporation, Shane Corporation has offered to subscribe for additional equity interests of the Issuer in a private placement for aggregate consideration of US$1,500,000 (the “Subscription”). The number of units of the Issuer (each a “Unit”) to be purchased will be determined upon conversion of the US$1,500,000 at the then-current currency exchange rate. Each Unit has a purchase price of C$1.90 per Unit. Each Unit consists of one Common Share and one-half of a share purchase warrant, with each whole warrant (a “Warrant”) entitling the holder to purchase an additional Common Share at a price of C$2.25 per share for a period of two years. If the Common Shares trade at a price of C$3.38 or higher for 120 consecutive trading days at any time following issuance of the Warrant, then at the Issuer’s election, any unexercised Warrants will automatically expire on the 30th day following the delivery of written notice of such election to

Page 16 of 18 Pages

the holders of the Warrant. The offer has not been accepted by the Issuer, and is conditional upon approval by the TSX Venture Exchange and satisfaction of other customary conditions. If such conditions are satisfied and the Subscription is consummated, the Reporting Persons intend to amend this Schedule 13D accordingly. References herein to “C$” mean Canadian dollars.

     The descriptions of the terms of the Reorganization Agreement and the Voting Agreement contained herein are summaries, do not purport to be complete, and are qualified in their entirety by reference to the Reorganization Agreement and the Voting Agreement referred to in Item 7 below as Exhibits 2 and 3, respectively, and each of which is incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

     The following exhibits are filed herewith:

     Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

     Exhibit 2 –Agreement and Plan of Reorganization, dated December 10, 2007, by and among the Issuer, CIBT and Shane Corporation.

     Exhibit 3 – Stockholders’ Voting Agreement, dated December 10, 2007, by and among the Issuer, Shane Corporation, Mr. Toby Chu, Mr. Timothy Leong, and Concordia Financial Corp.

Page 17 of 18 Pages

SIGNATURE

     After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 18, 2007

SHANE CORPORATION S.ÀR.L

By: Title:	/s/ David L. Warnock Manager
SHANE GP
By:	Camden Partners Strategic Fund III, L.P., and
	Camden Partners Strategic Fund III, L.P., its partners
By:	Camden Partners Strategic III, LLC,
	their General Partner
By:	Camden Partners Strategic Manager, LLC,
	its Managing Member
By: Name:	/s/ Donald W. Hughes  Donald W. Hughes
Title:	Managing Member
CAMDEN PARTNERS STRATEGIC FUND III, L.P.
By:	Camden Partners Strategic III, LLC,
	its General Partner
By:	Camden Partners Strategic Manager, LLC,
	its Managing Member
By:	/s/ Donald W. Hughes
Name:	Donald W. Hughes
Title:	Managing Member

Page 18 of 18 Pages

CAMDEN PARTNERS STRATEGIC FUND III-A, L.P.
By:	Camden Partners Strategic III, LLC,
	its General Partner
By:	Camden Partners Strategic Manager, LLC,
	its Managing Member
By: Name:	/s/ Donald W. Hughes Donald W. Hughes
Title:	Managing Member
CAMDEN PARTNERS STRATEGIC III, LLC
By:	Camden Partners Strategic Manager, LLC,
	its Managing Member
By:	/s/ Donald W. Hughes
Name:	Donald W. Hughes
Title:	Managing Member
CAMDEN PARTNERS STRATEGIC MANAGER, LLC
By:	/s/ Donald W. Hughes
Name:	Donald W. Hughes
Title:	Managing Member

/s/ Donald W. Hughes Donald W. Hughes, an Individual

/s/ Donald W. Hughes, Attorney-in-Fact Richard M. Johnston, an Individual

/s/ Donald W. Hughes, Attorney-in-Fact David L. Warnock, an Individual

/s/ Donald W. Hughes, Attorney-in-Fact Richard M. Berkeley, an Individual

EX-99.1

Page _ of __ Pages

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is not accurate.

Dated: December 18, 2007

SHANE CORPORATION S.ÀR.L
By: Title:	/s/ David L. Warnock Manager
SHANE GP
By:	Camden Partners Strategic Fund III, L.P., and
	Camden Partners Strategic Fund III, L.P., its partners
By:	Camden Partners Strategic III, LLC, their General Partner
By:	Camden Partners Strategic Manager, LLC,
	its Managing Member
By:	/s/ Donald W. Hughes
Name:	Donald W. Hughes
Title:	Managing Member

CAMDEN PARTNERS STRATEGIC FUND III, L.P.
By:	Camden Partners Strategic III, LLC,
	its General Partner
By:	Camden Partners Strategic Manager, LLC,
	its Managing Member
By:	/s/ Donald W. Hughes
Name:	Donald W. Hughes
Title:	Managing Member
CAMDEN PARTNERS STRATEGIC FUND III-A, L.P.
By:	Camden Partners Strategic III, LLC,
	its General Partner
By:	Camden Partners Strategic Manager, LLC, its Managing Member
By:	/s/ Donald W. Hughes
Name:	Donald W. Hughes
Title:	Managing Member
CAMDEN PARTNERS STRATEGIC III, LLC
By:	Camden Partners Strategic Manager, LLC,
	its Managing Member
By:	/s/ Donald W. Hughes
Name:	Donald W. Hughes
Title:	Managing Member
CAMDEN PARTNERS STRATEGIC MANAGER, LLC,
By:	/s/ Donald W. Hughes
Name:	Donald W. Hughes
Title:	Managing Member
/s/ Donald W. Hughes
Donald W. Hughes, an Individual

/s/ Donald W. Hughes, Attorney-in-Fact

Richard M. Johnston, an Individual

/s/ Donald W. Hughes, Attorney-in-Fact

David L. Warnock, an Individual

/s/ Donald W. Hughes, Attorney-in-Fact

Richard M. Berkeley, an Individual

EX-99.2

AGREEMENT AND PLAN OF REORGANIZATION

     This Agreement And Plan Of Reorganization (this “Agreement”) dated as of December 10, 2007 by and among CIBT Education Group Inc., a corporation governed by the laws of the Province of British Columbia (“CAG”), CIBT School of Business & Technology Corp., a corporation governed by the laws of the Province of British Columbia and subsidiary of CAG (“CIBT”) and Shane Corporation S.à.r.l., a private limited liability company (société à responsabilité limitée) under the laws of the Grand-Duchy of Luxembourg (“Shane”).

W I T N E S S E T H:

     WHEREAS, the respective Board of Directors of CAG and CIBT have determined it is in the best interests of CAG and its stockholders and CIBT to effect a reorganization through the transactions and other actions contemplated by this Agreement (the “Reorganization”) in order to increase CAG’s ownership of CIBT and to focus CAG on the education sector in China and North America;

     WHEREAS, Shane has agreed to participate in such Reorganization pursuant to this Agreement;

     WHEREAS, in connection with the Reorganization, Shane, which holds a debenture in an original aggregate principal amount of $5,000,000 (the “Debenture”) and a warrant to acquire up to 5,361,667 common shares of CIBT (the “Warrants”), shall exercise the Warrants and pay the exercise price of the Warrants by surrendering the Debenture for cancellation to CIBT (the “Recapitalization”);

     WHEREAS, in connection with the Reorganization and following the Recapitalization, Shane and CAG shall exchange the 5,361,667 common shares of CIBT held by Shane (the “CIBT Shares”) for 10,000,000 newly-issued common shares (the “New Shares”) of CAG (the “Exchange”);

     WHEREAS, in connection with the Reorganization, CAG also shall exchange a warrant to acquire up to 268,083 common shares of CIBT held by BMO Capital Markets Inc. (“BMO”) for a warrant to acquire up to 256,000 common shares of CAG at an exercise price of $0.93 per share (the “BMO Transaction”); and

     WHEREAS, CAG, CIBT and Shane are parties to certain agreements which will be amended or terminated in connection with the Reorganization (the “Existing Documents”), which agreements are listed on Schedule A attached hereto.

     NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

SECTION I

RECAPITALIZATION

     1.1 Payment of Exercise Price. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, Shane agrees to surrender the Debenture to CIBT for cancellation as payment in full of the aggregate exercise price of the Warrants. CAG agrees to accept the Debenture as such payment in full.

     1.2 Payment of Accrued Interest. Notwithstanding the surrender of the Debenture under Section 1.1 above, CIBT shall pay to Shane an amount equal to the interest accrued but unpaid on the Debenture through the Closing Date. Such payment shall be made by wire transfer of immediately available funds within five business days of the surrender of the Debenture in accordance with the terms hereof.

     1.3 Issuance of CIBT Shares. Upon surrender of the Debenture pursuant to Section 1.1 above and surrender of the Warrants to CIBT, the Warrants shall be deemed exercised in accordance with the terms thereof and CIBT shall issue to Shane the CIBT Shares, which shares shall be fully paid and non-assessable and free and clear of any claim, lien, pledge, restriction (other than restrictions under BC Securities Laws and the policies of the TSX Venture Exchange) or option (“Encumbrance”). “BC Securities Laws” means the Securities Act (British Columbia), and the rules and regulations promulgated thereunder, as amended, as well as all applicable rules, policy statements, notices, blanket rulings, instruments and orders issued by the British Columbia Securities Commission.

SECTION II

EXCHANGE

     2.1 Share Exchange. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, CAG agrees to issue and convey to Shane, and Shane agrees to acquire and accept from CAG, the New Shares in exchange for the CIBT Shares held by Shane.

     2.2 CAG Forfeiture Right. In the event that CAG’s common shares remain listed on the American Stock Exchange, Toronto Stock Exchange or TSX Venture Exchange and the daily reported sale prices per share of CAG’s common shares thereon are equal to or greater than USD $3.00 (as appropriately adjusted for any stock split, dividend, combination or other recapitalization effected after the date hereof) for nine consecutive months (the “Forfeiture Condition”) during the two calendar year period beginning on the original date of issuance of the New Shares, then Shane shall forfeit to CAG for no consideration 966,667 common shares of CAG. Such forfeiture will be completed within ten days after written notice by CAG to Shane, which notice shall include reasonable detail and support for the Forfeiture Condition having been satisfied. “Month” means a period calculated from a day in one calendar month to a day numerically corresponding to that day in the following calendar month, less one day; provided

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that if the calculation of time ends on a day in a calendar month that has no date corresponding to the first day of the period of time, the time shall be deemed to end on the last day of that calendar month.

SECTION III

THE CLOSING

     3.1 Time and Place of the Closing. The closing (the “Closing”) of the Reorganization shall be held at the offices of Maitland & Company, 625 Howe Street, Suite 700, Vancouver, British Columbia (or remotely via the exchange of documents and signatures), at 10:00 A.M., local time, on December 10, 2007 (the “Closing Date”) or at such other time, place and date as the parties shall determine.

     3.2 Deliveries and Actions by CAG. On the Closing Date, CAG shall (a) deliver to Shane a stock certificate representing the New Shares, free and clear of any Encumbrances, and (b) deliver to Shane the Voting Agreement (as defined below) and the Registration Rights Agreement by and between CAG and Shane substantially in the form attached hereto as Exhibit A (the “CAG Registration Rights Agreement”).

     3.3 Delivery of the CIBT Shares. On the Closing Date, Shane shall deliver to CAG, the stock certificate representing the CIBT Shares held by Shane.

     3.4 Conditions Precedent to the Closing. The Closing shall be subject to the satisfaction of all of the following conditions:

          a) CAG shall have received approval for the transactions contemplated hereby from the TSX Venture Exchange (“TSX Approval”).

          b) No provision of any applicable law, rules or regulations shall be in effect which has the effect of making the Reorganization illegal or shall otherwise restrain or prohibit the consummation of the Reorganization.

          c) No Material Adverse Change shall have occurred since April 24, 2007. “Material Adverse Change” shall mean, with respect to CAG or CIBT, any materially adverse change in or effect on the business, operations, financial condition, or results of operations of CAG or CIBT, provided, however, that Material Adverse Change shall not include any materially adverse change in or effect on the business or financial condition of CAG or CIBT resulting from general financial and economic conditions and industry trends that do not disproportionately impact CAG or CIBT.

          d) CAG shall have taken all necessary actions to appoint two individuals nominated by Shane to CAG’s board of directors effective as of the Closing.

          e) Certain of CAG’s stockholders shall have entered into a voting agreement acceptable to Shane and substantially in the form attached as Exhibit B (the “Voting

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Agreement” and together with this Agreement and the CAG Registration Rights Agreement, the "Transaction Agreements”).

          f) Each of the parties hereto shall have complied with their respective obligations under Sections I and II hereof.

          g) BMO shall have consented to consummation of the BMO Transaction.

     3.5 Abandonment. At any time prior to the Closing, this Agreement may be terminated and the transactions and actions contemplated hereby may be abandoned by Shane without further obligation by any party hereto if the conditions to the Closing have not been met.

SECTION IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF CAG

CAG represents, warrants and covenants to Shane as follows:

     4.1 Organization; Good Standing. CAG is a corporation duly organized, validly existing and in corporate and tax good standing under the laws of the Province of British Columbia.

     4.2 Authority. CAG has full corporate power and authority to execute and deliver the Transaction Agreements and to perform its obligations hereunder and thereunder, and except for TSX Approval, no consent or approval of any other Person is required therefor. The execution and delivery of the Transaction Agreements by CAG, the performance by CAG of its agreements hereunder and thereunder and the consummation by CAG of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action. The Transaction Agreements constitute valid and binding obligations of CAG, enforceable against CAG in accordance with their respective terms. “Person” means any individual, partnership, corporation, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or agency or political subdivision thereof, or other entity.

     4.3 No Conflicts. Neither the execution and delivery of the Transaction Agreements, nor the consummation of the transactions contemplated hereby and thereby, violates any provision of the certificate of incorporation, articles or resolutions of CAG or any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency, or conflicts with or results in any breach of any of the terms of, or constitutes a default under or results in the termination of or the creation of any lien or any other rights pursuant to the terms of any contract or agreement to which CAG is a party or by which CAG or any of its assets is bound. Neither CAG nor CIBT has any current plan or intention to acquire any Remaining Shares (as defined below) other than through the issuance of common shares of CAG as consideration.

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     4.4 Due Authorization; Capitalization. The New Shares being issued by CAG hereunder have been duly authorized and when issued to Shane in exchange for the CIBT Shares as herein provided, shall be validly issued in accordance with BC Securities Laws, fully paid and nonassessable, and free and clear of any Encumbrances. The New Shares being issued hereunder, as of the Closing Date, represent approximately 16.5% of the issued and outstanding common shares of CAG after giving effect to the BMO Transaction and the Exchange. Following the four month holding period required under the policies of the TSX Venture Exchange and BC Securities Laws, the New Shares shall be freely tradeable by Shane.

SECTION V

REPRESENTATIONS, WARRANTIES AND COVENANTS OF CIBT

CIBT represents, warrants and covenants to Shane as follows:

     5.1 Organization; Good Standing. CIBT is a corporation duly organized, validly existing and in corporate and tax good standing under the laws of the Province of British Columbia.

     5.2 Authority. CIBT has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and no consent or approval of any other Person is required therefor. The execution and delivery of this Agreement by CIBT, the performance by CIBT of its agreements hereunder and the consummation by CIBT of the transactions contemplated hereby have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding obligation of CIBT, enforceable against CIBT in accordance with its terms.

     5.3 No Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, violates any provision of the certificate of incorporation or articles or resolutions of CIBT, or any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency, or conflicts with or results in any breach of any of the terms of, or constitutes a default under or results in the termination of or the creation of any lien or any other rights pursuant to the terms of any contract or agreement to which CIBT is a party or by which CIBT or any of its assets is bound.

     5.4 Due Authorization; Capitalization.

     The CIBT Shares being issued by CIBT have been duly authorized and when issued upon exercise of the Warrants as herein provided, shall be validly issued in accordance with BC Securities Laws and shall be fully paid and non-assessable. The capital stock of CIBT, as authorized by the certificate of incorporation, notice of articles or resolutions, as amended, of CIBT, consists of 100,000,000 common shares without par value, of which 19,267,999 common shares are issued and outstanding and held of record, in the aggregate, by CAG and, after giving effect to the Recapitalization, 5,361,667 shares are issued and outstanding and held of record by Shane. Following the BMO Transaction and the Exchange, (a) 5,395,667 common shares of CIBT are outstanding and held by Persons other than CAG (“Remaining Shares”); and (b) there

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are no outstanding or authorized options, warrants, rights, agreements or commitments to which CAG, CIBT or any of their respective subsidiaries is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any Capital Stock of CIBT or any of its subsidiaries. “Capital Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock or share capital of such Person and (ii) with respect to any other Person, any and all partnership, membership, joint venture or other equity interests of such Person.

SECTION VI

REPRESENTATIONS AND WARRANTIES OF SHANE

     Shane represents and warrants to CAG and CIBT as follows:

     6.1 Authority. Shane has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and no consent or approval of any other Person is required therefor. The execution and delivery of this Agreement by Shane, the performance by Shane of its agreements hereunder and the consummation by Shane of the transactions contemplated hereby have been duly authorized by all necessary action.

     6.2 No Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby (i) violates any other organizational document to which Shane is a party or subject to, (ii) violates any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency, or (iii) conflicts with or results in any breach of any terms of, or constitutes a default under or results in the termination of or the creation of any lien or any other rights pursuant to the terms of any contract or agreement to which Shane is a party or by which Shane or any of its assets are bound.

SECTION VII

OTHER ACTIONS WITH RESPECT TO THE REORGANIZATION

     7.1 Further Assurances; Books and Records. Each of CAG and CIBT hereby consents to the taking of all actions necessary to effect the Reorganization and the transactions set forth in this Agreement on the books and records of CAG and CIBT.

     7.2 Termination of Agreements. Effective as of the Closing, the Existing Agreements set forth on Schedule A and identified as “Terminating Agreements” shall be terminated in their entirety and shall be of no further force and effect, except as specifically set forth in Schedule A.

     7.3 Amendment of Existing Agreements. Effective as of the Closing, the Existing Agreements set forth in Schedule A and identified as “Amended Agreements” shall be amended as specifically set forth on Schedule A.

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     7.4 Certain Continuing Obligations. Notwithstanding anything to the contrary (including, without limitation, Section 1.1 hereof), the parties acknowledge and agree that CIBT’s obligations under Section 6 of that certain Debenture, dated April 24, 2007, by CIBT School of Business & Technology Corp. and Section 8.9 of the Purchase Agreement (as defined Schedule A) shall survive the Reorganization. Shane agrees that CIBT may assign to CAG, and CAG may assume, such obligations upon written notice to Shane duly executed by CAG and CIBT.

SECTION VIII

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

     8.1 Survival of Representation and Warranties. All representations, warranties, waivers and acknowledgements contained herein (including with respect to the information contained on the Schedules hereto) shall survive the execution and delivery hereof and the Closing hereunder and shall continue in full force and effect thereafter; notwithstanding any investigation at any time made by or on behalf of any party hereto.

     8.2 Indemnification of Shane. CAG and CIBT shall jointly and severally indemnify and hold harmless Shane against and from any losses, claims, damages or liabilities (or actions in respect thereof) arising out of or based upon the breach, falsity or incorrectness as of the Closing of any representation, warranty, waiver or acknowledgement of CAG or CIBT contained herein. Notwithstanding the foregoing, CAG and CIBT expressly agree and acknowledge that the right of indemnification granted herein to Shane shall not be deemed to be the exclusive remedy available to Shane.

     8.3 Indemnification of CAG & CIBT. Shane shall indemnify and hold harmless CAG and CIBT against and from any losses, claims, damages or liabilities (or actions in respect thereof) arising out of or based upon the breach, falsity or incorrectness as of the Closing of any representation, warranty, waiver or acknowledgement of Shane contained herein. Notwithstanding the foregoing, Shane expressly agrees and acknowledges that the right of indemnification granted herein to CAG and CIBT shall not be deemed to be the exclusive remedy available to CAG and CIBT.

SECTION IX

TAX FREE REORGANIZATION

     9.1 Tax Free Reorganization. Each party hereto agrees to cooperate with each of the other parties (including, but not limited to, by consistent reporting and filing with each appropriate tax authority) in order for the Reorganization to qualify as a non-taxable reorganization.

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SECTION X

MISCELLANEOUS

     10.1 Notices. All notices, demands, requests, consents approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by personal delivery, or overnight courier, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of personal delivery or the next business day if sent by overnight courier. Notices shall be delivered as follows:

     If to CIBT or CAG:

	CIBT Education Group Inc.
	1200 – 777 West Broadway
	Vancouver BC, Canada V5Z 4J7
	Telephone: (604) 871-9909
	Attn: Toby Chu
with a copy (which shall not constitute notice) to:
	Maitland & Company
	625 Howe Street, Suite 700
	Vancouver, British Columbia
	V6C 2T6, Canada
	Attn: Ron Paton, Esq.
If to Shane:
	Shane Corporation S.á.r.l.
	c/o Camden Partners
	500 East Pratt Street
	Suite 1200
	Baltimore, MD 21202
	Attn: David Warnock
with a copy to (which shall not constitute notice hereunder):
	Wilmer Cutler Pickering Hale and Dorr LLP
	1875 Pennsylvania Avenue, N.W.
	Washington, D.C. 20006
	Attn: Gerry Cater, Esq.

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     10.2 Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

     10.3 Assignment. Other than as provided herein, this Agreement shall not be assignable by any of the parties hereto except pursuant to a writing executed by all of the parties hereto.

     10.4 Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the written consent of all of the parties hereto.

     10.5 Invalidity. If any provision of this Agreement, or the application of any such provision to any Person or circumstance, shall be held invalid by a court of competent jurisdiction, the remainder of this Agreement, or the application of such provision to Persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

     10.6 Headings. The headings of this Agreement are for convenience of reference only and are not part of the substance of this Agreement.

     10.7 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

     10.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia applicable in the case of agreements made and to be performed entirely within such province and the laws of Canada applicable therein, without regard to its conflict of law provisions.

     10.9 Counterparts. This Agreement may be executed in counterparts and delivered electronically or by fax, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

     10.10 Entire Agreement. As among the parties hereto, the Transaction Agreements (including Schedule A and all other agreements, certificates and instruments contemplated hereby) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings whether oral or written with respect to the subject matter hereof. Schedule A is an integral part of this Agreement and is incorporated herein by reference.

* * * * * * *

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      IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first above written.

CIBT EDUCATION GROUP INC.

By: /s/ Toby Chu                                                       
Name: Toby Chu
Title: President and Chief Executive Officer

CIBT SCHOOL OF BUSINESS & TECHNOLOGY CORP.

By: /s/ Toby Chu                                                       
Name: Toby Chu
Title: Chief Executive Officer

SHANE CORPORATION S.à.r.l.

By: /s/ David Warnock                                             
Name: David Warnock
Title: Manager

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EX-99.3

CIBT EDUCATION GROUP INC.

STOCKHOLDERS’ VOTING AGREEMENT

     This Agreement dated as of December 10, 2007 is entered into by and among CIBT Education Group Inc., a corporation governed by the laws of the Province of British Columbia (the “Company”), Shane Corporation S.á.r.l., a private limited liability company (société á responsibilité limitée) under the laws of the Grand-Duchy of Luxembourg (“Shane”) and the individuals and entities listed on the signature pages hereto holding common shares or other interests in common shares of the Company (individually, a “Stockholder” and collectively, the “Stockholders”).

Recitals:

     1. The Stockholders own certain outstanding common shares (“Common Shares”) and interests in common shares of the Company;

     2. Shane is acquiring 10,000,000 Common Shares pursuant to the Agreement and Plan of Reorganization of even date herewith (the “Reorganization Agreement”); and

     3. Shane and the Stockholders wish to provide for Shane’s continuing representation on the Board of Directors of the Company in the manner set forth below.

     In consideration of the mutual covenants contained herein and the consummation of the transactions contemplated by the Reorganization Agreement, and for other valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

     1. Voting of Subject Shares.

          (a) In any and all elections of directors of the Company (whether at a meeting or by written consent in lieu of a meeting), each Stockholder shall vote or cause to be voted all Subject Shares (as defined in Section 2 below) owned by such Stockholder, or over which such Stockholder has voting control, and otherwise use such Stockholder’s best efforts, so as to elect as directors two members designated by Shane (the “Shane Directors”). The director(s) initially designated by Shane are David Warnock and Jack Brozman and, unless otherwise agreed by the Stockholders and Shane, Shane will designate, through the second anniversary hereof, Mr. Warnock as one of the Shane Directors.

          (b) The Stockholders shall not vote to remove either Shane Director unless (i) the Stockholders are instructed to remove such director by Shane; (ii) Shane is no longer entitled to designate such director in accordance with this Agreement; or (iii) such director acts in bad faith or engages in willful misconduct.

          (c) The Company shall provide the Stockholders with 15 days’ prior written notice of any intended mailing of a notice to stockholders for a meeting at which directors are to be elected. Shane shall give written notice to all other parties to this Agreement, no later than

five business days prior to such mailing, of the persons designated pursuant to Section 1(a) as nominees for election as directors, and provide such information concerning such persons as may be required to be included in the materials required in connection with the meeting. The Company agrees to nominate and recommend for election as directors the individuals designated, or to be designated, pursuant to Section 1(a). If Shane shall fail to give notice to the Company as provided above, it shall be deemed that the designees then serving as directors shall be the designees for reelection.

     2. Subject Shares. “Subject Shares” shall mean and include any and all Common Shares and/or shares of capital stock of the Company, by whatever name called, which carry voting rights (including voting rights which arise by reason of default) and shall include any such shares now owned or subsequently acquired by a Stockholder, however acquired, including without limitation stock splits and stock dividends.

     3. Termination. This Agreement shall terminate in its entirety upon the earlier of (i) such time as Shane or its affiliates or their respective successors and assigns hold less than 10% of the outstanding Common Shares and (ii) the second anniversary of the date hereof.

     4. No Revocation. The voting agreements contained herein are coupled with an interest and may not be revoked, except by an amendment, modification or termination effected in accordance with Section 3 or 6(g) hereof. Nothing in this Section 4 shall be construed as limiting the provisions of Section 3 or 6(g) hereof.

     5. Obligations Binding on Transferees. Any person or entity affiliated with or related to a Stockholder to which Subject Shares are transferred by a Stockholder, whether voluntarily or by operation of law, shall be bound by the voting obligations imposed upon the transferor under this Agreement, to the same extent as if such transferee were a Stockholder hereunder; and no Stockholder shall transfer any Subject Shares to an affiliate or relative of a Stockholder unless such transferee provides a written instrument to the Company notifying the Company of such transfer and agreeing in writing to be bound by the terms of this Agreement.

     6. General.

          (a) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

          (b) Irrevocable Proxy. Each Stockholder hereby constitutes and appoints the executive officers of the Company, and each of them, with full power of substitution, as the proxies of such Stockholder with respect to the matters upon which such Stockholder is obligated to vote in accordance with Section 1, and hereby authorizes each of them to represent and to vote, if and only if such Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Stockholder’s Subject Shares in accordance with the terms and provisions of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the other Stockholders in connection with the transactions contemplated by this Agreement and, as such, is coupled with

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an interest and shall be irrevocable unless and until this Agreement terminates pursuant to Section 3 hereof. Each Stockholder hereby revokes any and all previous proxies with respect to the Subject Shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 4 hereof, purport to grant any other proxy or power of attorney with respect to any of the Subject Shares, deposit any of the Subject Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Subject Shares, except in each case in a manner consistent with the voting obligations set forth in Section 1.

          (c) Specific Performance. In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, each party hereto shall be entitled to specific performance of the agreements and obligations of the Stockholders hereunder and to such other injunctive or other equitable relief as may be granted by a court of competent jurisdiction.

          (d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to its conflict of law provisions.

          (e) Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered (i) five business days after being sent by registered or certified mail, return receipt requested, postage prepaid or (ii) one business day after being sent via a reputable overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below:

     If to the Company, at CIBT Education Group Inc., 1200 – 777 West Broadway, Vancouver BC, Canada V5Z 4J7 Attention: Toby Chu, or at such other address as may have been furnished in writing by the Company to the other parties hereto, with a copy (which shall not constitute notice hereunder) to Maitland & Company, 623 Howe Street, Suite 700, Vancouver, British Columbia, Canada V6C 2T6, Attention: Ron Paton, Esq.; or

     If to Shane, at Shane Corporation S.a.r.l. c/o Camden Partners, 500 East Pratt Street, Suite 1200, Baltimore, MD 21202, Attention: David Warnock, or at such other address as may have been furnished in writing by Shane to the other parties hereto, with a copy (which shall not constitute notice hereunder) to Wilmer Cutler Pickering Hale and Dorr LLP, 1875 Pennsylvania Ave., N.W., Washington, D.C. 20006, Attention: Gerry Cater, Esq.; or

     If to a Stockholder, at the address set forth below such Stockholder’s signature to this Agreement, or at such other address as may have been furnished in writing by such Stockholder to the other parties hereto.

     Any party may give any notice, request, consent or other communication under this Agreement using any other means (including, without limitation, personal delivery, messenger service, telecopy, first class mail or electronic mail), but no such notice, request, consent or other communication shall be deemed to have been duly given unless and until it is actually received by the party for whom it is intended. Any party may change the address to which notices,

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requests, consents or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this Section.

          (f) Complete Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings relating to such subject matter.

          (g) Amendments and Waivers. This Agreement may be amended or terminated and the observance of any term of this Agreement may be waived with respect to all parties to this Agreement (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company, Stockholders holding Subject Shares representing a majority of the voting power of all Subject Shares then held by Stockholders, and Shane. The Company shall give prompt written notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination or waiver. Any amendment, termination or waiver effected in accordance with this Section 6(g) shall be binding on all parties hereto, even if they do not execute such consent. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

          (h) Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.

          (i) Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts and delivered electronically or by fax, each of which shall be deemed to be an original, and all of which together shall constitute one and the same document.

          (j) Section Headings and References. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise.

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     IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the day and year first above written.

CIBT EDUCATION GROUP INC.
By:	/s/ Toby Chu
Name:	Toby Chu
Title:	Chief Executive Officer
SHANE CORPORATION S.Á.R.L.
By:	/s/ David Warnock
Name:	David Warnock
Title:	Manager
STOCKHOLDERS:
/s/ Toby Chu
Toby Chu
Address: c/o CIBT Education Group,
1200 - 777 West Broadway, Vancouver
BC, Canada V5Z 4J7
/s/ Tim Leong
Timothy Leong
Address: c/o CIBT Education Group,
1200 - 777 West Broadway, Vancouver
BC, Canada V5Z 4J7
Concordia Financial Management Corp
/s/ Toby Chu
Name: Toby Chu
Address: c/o CIBT Education Group,
1200 - 777 West Broadway, Vancouver BC,
Canada V5Z 4J7, Attention: Toby Chu

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