0001144204-07-032769 Sample Contracts

AMENDMENT NO. 2
Securities Purchase Agreement • June 20th, 2007 • China Education Alliance Inc. • Services-educational services

Amendment (this “Amendment”) dated as of this 8th day of June, 2007 to a certain Securities Purchase Agreement dated as of May 8, 2007 by and among China Education Alliance, Inc., a North Carolina corporation, and Barron Partners LP, and other Investors, as amended by an amendment dated as of May 23, 2006, which agreement, as so amended, is referred to as the “Agreement.”

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