SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  )1

Rand Worldwide, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

05349Y104

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 22, 2012

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1              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. 05349Y104

1	NAME OF REPORTING PERSON PETER H. KAMIN CHILDRENS TRUST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION MASSACHUSETTS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 832,635
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 832,635
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 832,635
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON OO

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CUSIP NO. 05349Y104

1	NAME OF REPORTING PERSON 3K LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 391,107
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 391,107
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 391,107
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON PN

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CUSIP NO. 05349Y104

1	NAME OF REPORTING PERSON PETER H. KAMIN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 4,516,182
	8	SHARED VOTING POWER 1,223,742
	9	SOLE DISPOSITIVE POWER 4,516,182
	10	SHARED DISPOSITIVE POWER 1,223,742
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,739,924
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%
14	TYPE OF REPORTING PERSON IN

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CUSIP NO. 05349Y104

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1. Security and Issuer.

This statement relates to the Common Stock, $0.01 par value per share (the “Shares”), of Rand Worldwide, Inc. (the “Issuer”).  The address of the principal executive offices of the Issuer is 161 Worcester Road, Suite 401, Framingham, Massachusetts 01701.

Item 2. Identity and Background.

(a)           This statement is filed by Peter H. Kamin Childrens Trust, a Massachusetts trust (“Kamin Trust”), 3K Limited Partnership, a Delaware limited partnership (“3K”), and Peter H. Kamin.  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Peter H. Kamin is the sole trustee of the Kamin Trust and the managing partner of 3K.  By virtue of these relationships, Mr. Kamin may be deemed to beneficially own the Shares owned directly by the Kamin Trust and 3K.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)           The principal business address of each of the Reporting Persons is One Avery Street, 17B, Boston, MA 02111.

(c)           The Kamin Trust is a trust established for the benefit of family members of Peter H. Kamin.  The principal business of 3K is investing in securities.  The principal occupation of Peter H. Kamin is serving as the managing partner of 3K.

(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           No Reporting Person has, during the last five years, been 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)           Peter H. Kamin is a citizen of the United States of America.  The Kamin Trust is organized under the laws of the State of Massachusetts.  3K is organized under the laws of the State of Delaware.

Item 3. Source and Amount of Funds or Other Consideration.

The aggregate purchase price of the 832,635 Shares owned directly by the Kamin Trust is approximately $512,070, including brokerage commissions.  The aggregate purchase price of the 391,107 Shares owned directly by 3K is approximately $239,944, including brokerage commissions.  The aggregate purchase price of the 4,516,182 Shares owned directly by Peter H. Kamin is approximately $2,767,742, including brokerage commissions.

Item 4. Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.  The Reporting Persons may also engage in short selling or any hedging or similar transactions with respect to the Shares to the extent permitted by applicable law.

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CUSIP NO. 05349Y104

On March 23, 2012, Peter H. Kamin was appointed to the Board of Directors of the Issuer.  No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein or in Mr. Kamin’s capacity as a director of the Issuer.

Item 5. Interest in Securities of the Issuer.

(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 52,282,055 Shares outstanding, which is the total number of Shares outstanding as of February 14, 2012 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on February 14, 2012.

As of the close of business on March 23, 2012, 832,635 Shares were owned directly by the Kamin Trust, constituting approximately 1.6% of the Shares outstanding.  As of the close of business on March 23, 2012, 3K owned directly 391,107 Shares, constituting less than 1% of the Shares outstanding.  As of the close of business on March 23, 2012, Peter H. Kamin owned directly 4,516,182 Shares, constituting approximately 8.6% of the Shares outstanding.  By virtue of his relationships with the Kamin Trust and 3K, Peter H. Kamin may be deemed to beneficially own the Shares owned directly by the Kamin Trust and the Shares owned directly by 3K, which, together with the Shares he owns directly, constitutes a total of 5,739,924 Shares, or approximately 11.0% of the Shares outstanding.

(b)The Kamin Trust and Peter H. Kamin may be deemed to have shared power to vote and dispose of the Shares reported herein owned directly by the Kamin Trust.  3K and Peter H. Kamin may be deemed to have shared power to vote and dispose of the Shares reported herein owned directly by 3K.  Peter H. Kamin has sole power to vote and dispose of the Shares reported herein owned directly by him.

(c)           As described in further detail in Item 6, on March 22, 2012, the Reporting Persons acquired an aggregate of 1,359,808 Shares for a purchase price of approximately $0.56 per Share in a private transaction.

(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)           Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On March 22, 2012, the Reporting Persons entered into a purchase agreement with Capstone Ventures SBIC, L.P. (the “Seller”) pursuant to which the Seller sold 1,359,808 Shares to the Reporting Persons, allocated among the Reporting Persons as follows: Kamin Trust ─ 425,000 Shares; 3K ─ 125,000 Shares; and Peter H. Kamin ─ 809,808 Shares.  The aggregate purchase price for the acquired Shares was $761,492.48.  In addition, pursuant to the terms of the purchase agreement, Eugene J. Fischer, an executive officer of the Seller, resigned from the Board of Directors of the Issuer.  A copy of the purchase agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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CUSIP NO. 05349Y104

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments thereto.

Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

99.1 Purchase Agreement by and among Peter H. Kamin Childrens Trust, 3K Limited Partnership, Peter H. Kamin and Capstone Ventures SBIC, L.P., dated March 22, 2012.

99.2 Joint Filing Agreement by and among Peter H. Kamin Childrens Trust, 3K Limited Partnership and Peter H. Kamin, dated March 26, 2012.

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CUSIP NO. 05349Y104

SIGNATURES

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

Dated:  March 26, 2012	PETER H. KAMIN CHILDRENS TRUST
	By:	/s/ Peter H. Kamin
		Peter H. Kamin Sole Trustee

3K LIMITED PARTNERSHIP
By:	/s/ Peter H. Kamin
	Peter H. Kamin Managing Partner

/s/ Peter H. Kamin

PETER H. KAMIN

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EX-99.1

Exhibit 99.1

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”) dated March 22, 2012, is between Capstone Ventures SBIC, L.P., a limited partnership (“Seller”), and the persons listed on Schedule 1 attached hereto (individually a “Buyer” and collectively the “Buyers”).

Recitals

The following facts underlie this Agreement:

Seller owns 1,359,808 shares (the “Shares”) of Common Stock of Rand Worldwide, Inc., a Delaware corporation (the “Company”).

Seller desires to sell to Buyers and Buyers desire to purchase the Shares from the Seller in the amounts and on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and intending to be legally bound, the parties agree as follows:

1.           Agreement of Purchase and Sale.  Upon the terms and subject to the conditions contained in this Agreement, each Buyer agrees on the Closing Date to purchase from Seller, and Seller agrees to sell, assign and transfer to each Buyer the number of Shares set forth next to the Buyer’s name set forth on Schedule 1.  The purchase price per Share is fifty-six cents ($.56), and the aggregate price that each Buyer shall pay to Seller for the Shares the Buyer is acquiring is set forth on Schedule 1 next to Buyer’s name.

2.           Closing; Deliveries.

a           The closing (the “Closing”) shall occur at 10:00 a.m. (EST) on March 22, 2012, or at such other date and time as Seller and Peter H. Kamin (“Kamin”) may agree in writing (the “Closing Date”) but in any event not later than March 22, 2012.

b           At the Closing, Seller shall instruct American Stock Transfer & Trust Co., LLC (the “Transfer Agent”) to facilitate the delivery by deposit/withdrawal at custodian (“DWAC”) of the Shares each Buyer is acquiring hereunder to the respective brokerage account of each Buyer.  In furtherance of the foregoing, Seller shall deliver to Kamin on behalf of each Buyer a letter in the form of Schedule 3, signed by Seller with a medallion signature guarantee (the “Transfer Letter”), and a Stock Power in the form of Schedule 4, signed by Seller with a medallion signature guarantee (the “Stock Power”).  Kamin will direct the Depository Trust Company participant at which the brokerage accounts of Buyers are maintained to coordinate with the Transfer Agent the initiation of the DWACs in order to cause the Shares to be credited to such accounts.

c           At the Closing, Seller shall deliver to Kamin a copy of the executed resignation letter of Eugene J. Fischer to the Company (the “Resignation Letter”) in the form of Schedule 5.

d           At the Closing, each Buyer shall pay to Seller the amount of the Purchase Price set forth next to such Buyer’s name on Schedule 1 in immediately available funds by wire transfer to the account set forth on Schedule 2.  Each Buyer will promptly after the wire has been sent provide by email to Seller at genefischer@yahoo.com the name of the bank wiring the purchase price, the wire transfer number and the time of the wire transfer.

3.           Representations and Warranties of Seller.  Seller makes all of the following representations and warranties to Buyers as of the Closing:

3.1.           Ownership of Shares.  Seller is the sole owner of the Shares and the Shares are validly issued, fully paid and non-assessable.  Seller’s title to the Shares is free and clear of all restrictions on transfer or other restrictions, adverse claims, liens, security interests, charges, encumbrances, pledges, options, warrants, purchase rights, contracts, commitments and demands of any nature, excluding restrictions imposed by applicable securities laws (collectively, “Encumbrances”).  Buyers will acquire good, valid and marketable title to the Shares, free and clear of all Encumbrances, other than restrictions on disposition under applicable securities laws.  Seller is not party to any voting agreement, voting trust, proxy, power of attorney or other understanding or arrangement with respect to the voting or disposition of the Shares.  There are no actions, suits, proceedings or claims pending or, to the knowledge of Seller, threatened with respect to or in any manner affecting the ownership by Seller of any of the Shares or the sale of any of the Shares to Buyers.

3.2.           Authorization, Execution and Delivery.  Seller has full legal power and authority to execute, deliver, and perform the transactions contemplated by this Agreement, and at the Closing will have full legal power to sell the Shares to Buyers and to perform all the terms and conditions hereof in accordance with this Agreement.  This Agreement has been duly and validly executed and delivered by Seller, and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

3.3.           No Violation.  The execution and delivery of this Agreement by Seller does not and will not, and the performance and compliance with the terms and conditions hereof by Seller and the consummation of the transactions contemplated hereby by Seller do not and will not, (i) violate or conflict with the certificate of limited partnership, limited partnership agreement or other organizational or governing document of Seller, (ii) violate any statute, law, rule, regulation, judgment, order, injunction, writ, ruling of any court or tribunal, either domestic or foreign, or decree applicable to Seller or any of its properties, (iii) require any consent, advance notice, authorization or approval under, violate, breach or conflict with any provision of, cause a default under, result in acceleration of any obligation under, create in any party the right to accelerate, terminate or modify in any manner, constitute an event that with the lapse of time or action by a third party could result in any material default under, or give rise to any new or additional obligation under, any material agreement or instrument to which Seller is a party or by which Seller or any of its properties is bound, (iv) result in the creation of any Encumbrance upon the Shares, or (v) require any action, approval, consent or authorization of or by, any notice to, or any registration or filing with, any governmental or regulatory agency, authority, commission, board, bureau or instrumentality, other than required filings with the Securities and Exchange Commission (“SEC Filings”).

3.4.           Restrictions Under Securities Laws.  The Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), and are free of restrictive legend.  Notwithstanding such registration, the Shares may only be sold or otherwise transferred or disposed of by Buyers in accordance with applicable securities laws, including volume restrictions that may be applicable under the Securities Act and any applicable state securities laws.

3.5.           Book Entry.  The Shares are held in book entry form with the Transfer Agent, the stock transfer agent of the Company, 6201 15th Avenue, Brooklyn, NY  11219.

4.           Representations and Warranties of Buyers.  Each Buyer, with respect to itself only, hereby makes each of the following representations and warranties to Seller as of the Closing:

4.1.           Authorization, Execution, and Delivery.  Buyer has full legal power and authority to execute, deliver, and perform the transactions contemplated by this Agreement, and at the Closing will have full legal power to purchase the Shares from Seller and to perform all the terms and conditions hereof in accordance with this Agreement.  This Agreement has been duly and validly executed and delivered by Buyer, and constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

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4.2.           No Violations.  The execution and delivery of this Agreement by Buyer does not and will not, and the performance and compliance with the terms and conditions hereof by Buyer and the consummation of the transactions contemplated hereby by Buyer do not and will not, (i) violate or conflict with any organizational or governing documents of Buyer, (ii) violate any statute, law, rule, regulation, judgment, order, injunction, writ, ruling of any court or tribunal, either domestic or foreign, or decree applicable to Buyer or any of its properties, (iii) require any consent, advance notice, authorization or approval under, violate, breach or conflict with any provision of, cause a default under, result in acceleration of any obligation under, create in any party the right to accelerate, terminate or modify in any manner, constitute an event that with the lapse of time or action by a third party could result in any material default under, or give rise to any new or additional obligation under, any material agreement or instrument to which Buyer is a party or by which Buyer or any of its properties is bound, or (iv) require any action, approval, consent or authorization of or by, any notice to, or any registration or filing with, any governmental or regulatory agency, authority, commission, board, bureau or instrumentality, other than required SEC Filings.

4.3.           No Violation of Federal or State Securities Laws or Other Laws.  Buyer is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.  The consummation of the purchase of the Shares in accordance with the terms, conditions, and provisions of this Agreement will not violate or cause the violation of any state or federal law or regulation governing the purchase and sale of securities, or violate any other state or federal law or regulation, to which Buyer is subject.  Buyer understands that any transfer of the Shares it is acquiring can only be made in compliance with applicable federal and state securities laws.

4.4.           Buyer’s Due Diligence.  Buyer has conducted its own due diligence and independent inquiry with assistance of its own counsel and financial advisers with respect to Seller’s representations and warranties and all other factual and legal matters and issues related to this Agreement and relating to the Company, its business, its operations and its financial situation.  Buyer is not relying upon any information from Seller or any representative of Seller concerning the Company.

4.5.           Sources of Funds.  The payment of the purchase price shall be in lawful funds from a lawful source, free of any liens or other encumbrances, and freely available for disposition by Seller upon receipt.

4.6.           Buyer Information.  The correct legal name and address of Buyer are set forth on Schedule 1.

4.7.           Securities Laws.  Buyer acknowledges the representation of Seller in Section 3.4 of this Agreement and has discussed with its counsel and understands its obligations with respect to any sale or other transfer or disposition of the Shares.

5.           Conditions to Parties’ Obligations to Close.

5.1.           Conditions to Seller’s Obligations to Close.  The obligations of Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller in writing:

a           Representations and Warranties.  All of the representations and warranties of Buyers in this Agreement shall be true and correct as of the Closing Date.

b           Payment of Purchase Price.  Each Buyer shall have paid its share of the purchase price to Seller such that Seller shall have received the full amount of the purchase price ($761,492.48).

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5.2.           Conditions to Buyers’ Obligations to Close.  The obligations of each Buyer to consummate the transactions contemplated hereby shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Buyer in writing:

a           Representations and Warranties.  All of the representations and warranties of Seller in this Agreement shall be true and correct as of the Closing Date.

b           Transfer Letter.  Seller shall have delivered to Kamin the Transfer Letter.

c           Stock Power. Seller shall have delivered to Kamin the Stock Power.

d           Payment of Purchase Price.  If any Buyer fails to pay on the Closing Date the purchase price for the Shares it is acquiring, Kamin shall immediately pay to Seller that amount for such Shares; consequently, the failure of any Buyer to pay the purchase price for the Shares it is acquiring shall not excuse any other Buyer from purchasing the Shares it is acquiring pursuant to this Agreement.

e           Resignation of Eugene J. Fischer. Eugene J. Fischer shall have delivered an executed Resignation Letter to the Company, with a copy to Kamin.

6.           Miscellaneous.

6.1.           Transaction Costs. Each party hereto shall pay its own expenses incident to this Agreement and in performing its obligations hereunder.

6.2.           Amendments.  This Agreement may not be modified, amended, or supplemented except by an agreement in writing signed by Seller and Kamin.

6.3.           Assignability; Successors. This Agreement and the rights and obligations under this Agreement shall not be assignable without the express written consent of the non-assigning party or parties.  All of the terms, covenants, representations, warranties and conditions of this Agreement will be binding upon, and inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.

6.4.           Entire Agreement.  This Agreement and the agreements contemplated in this Agreement shall constitute the entire agreement by and among the parties to this Agreement with respect to the transactions contemplated by this Agreement and shall supersede all prior or contemporaneous negotiations, understandings and agreements by and among the parties with respect to the matters contemplated by this Agreement.  There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties to this Agreement relating to the subject matter of this Agreement that are not fully expressed in this Agreement and in the agreements and instruments contemplated by this Agreement.

6.5.           Survival of Representations and Warranties. All representations, warranties, agreements, covenants and obligations made or undertaken by each party in this Agreement or in any document or instrument executed and delivered pursuant hereto shall survive the Closing Date.

6.6.           Further Assurances.  Each party hereto, without further consideration, shall, at the reasonable request of any other party hereto after the consummation of the transactions contemplated by this Agreement, execute and deliver any instruments of conveyance, assignment, transfer, assumption, or other instrument or document and take such other actions, as such other party may reasonably request to more effectively consummate the transactions contemplated by this Agreement.

6.7.           Governing Law.  This Agreement and all claims arising out of or relating to this Agreement will be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles.  The parties agree that any legal action or proceeding arising out of or relating to this Agreement brought by the other party or its successors or permitted assigns shall be brought and determined in the United States District Court for Delaware or the courts of the State of Delaware located in the County of New Castle, Delaware, and each party hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts.

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6.8.           Multiple Counterparts.  This Agreement may be executed in multiple counterparts, including facsimile transmissions thereof, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

6.9.           Remedies; Specific Performance.  The parties to this Agreement understand and agree that it will be impossible to measure in money the damages that may accrue to a party to this Agreement by reason of a failure to perform any of the obligations under this Agreement, and that any such money damages would be an insufficient remedy for such failure of performance.  Each party to this Agreement, therefore, consents to be subject to the remedy of specific performance and temporary and permanent injunction of any provision of this Agreement if such party shall have been found to be in violation of such provision by any court of competent jurisdiction.  If any party or his or its permitted assigns institute any action or proceeding to specifically enforce the provisions of this Agreement, any person against whom such action or proceeding is brought hereby waives the claim or defense in such action or proceeding that such party has an adequate remedy at law, and such person shall not urge in any such action or proceeding a claim or defense that such remedy at law exists.  The prevailing party in any action to enforce the provisions of this Agreement shall be entitled to recover all reasonable attorneys’ fees and costs incurred by it from the other party to such action.

6.10.           Notices.  Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be sent by first class U.S. mail, email or facsimile transmission, or delivered by hand or by overnight or similar delivery service, fees prepaid, to the party to whom it is to be given at the address of Seller set forth on the signature page of this Agreement and at the address of each Buyer set forth next to its name on Schedule 1 or to such other address for notice as such party shall provide in accordance with the terms of this section.

6.11.           Waiver.  The failure of any party to insist, in any one or more instances, upon performance of any of the terms, covenants, or conditions of this Agreement shall not be construed as a waiver or a relinquishment of any right or claim granted or arising hereunder or of the future performance of any such term, covenant, or condition, and such failure shall in no way affect the validity of this Agreement or the rights and obligations of the parties hereto.  No waiver of any provision or condition of this Agreement shall be valid unless executed in writing and signed by the party to be bound thereby, and then only to the extent specified in such waiver.  No waiver of any provision or condition of this Agreement shall be construed as a waiver of any other provision or condition of this Agreement, and no present waiver of any provision or condition of this Agreement shall be construed as a future waiver of such provision or condition.

(Signature page follows.)

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IN WITNESS WHEREOF, the undersigned have executed this Purchase Agreement as of the date first written above.

“Seller”
Capstone Ventures SBIC, L.P.
By:	Capstone SBIC Management, Inc.,
	its general partner
By:	/s/ Eugene J. Fischer
Name:	Eugene J. Fischer
Its:	President

“Buyers”
/s/ Peter H. Kamin
Peter H. Kamin
Peter H. Kamin Childrens Trust
By:	/s/ Peter H. Kamin
Name:	Peter H. Kamin
Its:	Trustee

3K Limited Partnership
By:	/s/ Peter H. Kamin
Name:	Peter H. Kamin
Its:	Managing Partner

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EX-99.2

Exhibit 99.2

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01, of Rand Worldwide, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated:  March 26, 2012	PETER H. KAMIN CHILDRENS TRUST
	By:	/s/ Peter H. Kamin
		Peter H. Kamin Sole Trustee

3K LIMITED PARTNERSHIP
By:	/s/ Peter H. Kamin
	Peter H. Kamin Managing Partner

/s/ Peter H. Kamin

PETER H. KAMIN