0001193125-10-009789 Sample Contracts

Henan Province Suixian People’s Government Beijing Frank Education Investment and Management Co, Ltd Acquisition Agreement for Henan Province Suixian Senior High School Branch Date: August 17, 2005
Acquisition Agreement • January 21st, 2010 • China Education, Inc • Services-educational services

To adapt the requirement of the development of market economic and meet the national implementation of the strategy of developing the country through science and education, Henan Province Suixian Party Committee and People’s Government decide to use external funds to develop the local education career, so as to satisfy the urgent needs of Suixian general patriarch and students on excellent education resources.

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Henan Province Suixian Hui High School Beijing Frank Education Investment and Management Co, Ltd Acquisition Agreement for the Branch of Henan Province Suixian Hui High School Date: January 4, 2008
Acquisition Agreement • January 21st, 2010 • China Education, Inc • Services-educational services

Henan Province Suixian Hui High School (“Suixian Hui School”) is a Demonstration Common Senior High School sponsored by Suixian People’s Government. It invested and sponsored the Branch of Suixian Hui High School on August 17, 2006, registration No. of private non-enterprise entity is 010060, with its legal representative Feng Tongbin and sponsored capital RMB 36,000,000.

Amendment to Share Transfer Agreement
Share Transfer Agreement • January 21st, 2010 • China Education, Inc • Services-educational services

This Agreement (“Amendment”) to the Share Transfer Agreement dated June 14,2009 is made and entered into by and among Beijing Frank Education Investment and Management Co., Ltd (“Transferee”), Rong Zhou, Chengwu Sun (“Transferors”) and Qingdao Peking University Resources Technology Development Co., Ltd (“Qingdao Resource”, collectively as “Parties”).

Rong Zhou Chengwu Sun and BEIJING FRANK EDUCATION INVESTMENT AND MANAGEMENT CO., LTD. SHARE TRANSFER AGREEMENT In respect of 100% EQUITY INTERESTS IN QINGDAO BOYANG SCIENCE AND EDUCATION CO. LTD January 4, 2008
Share Transfer Agreement • January 21st, 2010 • China Education, Inc • Services-educational services

(The Transferors and the Transferees shall hereinafter collectively be referred to as the “Parties”, “Each of the Transferors and Transferees” or “Each of the Parties”, and a “Party” refers to each of or any of the Transferors and the Transferee, as the case may be)

The First Amendment to Acquisition Agreement for the Branch of Henan Province Suixian Hui High School
Acquisition Agreement • January 21st, 2010 • China Education, Inc • Services-educational services

This Amendment is made on November 27, 2009, by and among Beijing Frank Education Investment and Management Co., Ltd (the “Company”) and Henan Province Suixian Hui High School, for the purpose of specification of the payment term under the Acquisition Agreement for the Branch of Henan Province Suixian Hui High School on January 4, 2008 ( the “Original Agreement”).

The Second Amendment to Acquisition Agreement for the Branch of Henan Province Suixian Senior High School
Acquisition Agreement • January 21st, 2010 • China Education, Inc • Services-educational services

This Amendment is made on November 27, 2009, by and among Beijing Frank Education Investment and Management Co., Ltd (the “Company”) and Suixian Senior High School, for the purpose of specification of the payment term under the Acquisition Agreement for the Branch of Henan Province Suixian Senior High School on August 17, 2005, Confirmation Letter on December 2, 2008 and the First Amendment to Acquisition Agreement on May 22, 2009 ( the “Original Agreements”).

Share Holding Entrustment
Shareholder Agreements • January 21st, 2010 • China Education, Inc • Services-educational services

This Letter of Share Holding Entrustment (“Entrustment Letter”) is made on August 2, 2007 by and between Qi jiadong, a citizen of Singapore, and Frank Hu, a citizen of U.S.

The Second Amendment to Share Transfer Agreement for Qingdao School
Share Transfer Agreement • January 21st, 2010 • China Education, Inc • Services-educational services

This Amendment is made on November 25, 2009, by and among Beijing Frank Education Investment and Management Co., Ltd (the “Company”), Rong Zhou, Chengwu Sun, Qingdao Peking University Resource Technology Development Co., Ltd and Qingdao Boyang Education Investment and Management Co. Ltd for the purpose of specification of the payment term under the Share Transfer Agreement on January 4, 2008 for Qingdao Boyang Education Investment and Management Co. Ltd who is the sole sponsor of Shandong International Polytechnic School of Translation and the First Amendment to Share Transfer Agreement on June 14, 2009( the “Original Agreements”).

Amended Acquisition Agreement for Henan Province Suixian Senior High School Branch
Acquisition Agreement • January 21st, 2010 • China Education, Inc • Services-educational services

To promote the development of Suixian education career, Suixian People’s Government, Suixian Senior High School (“School”) and Beijing Frank Education Investment and Management Co, Ltd (“Company”) entered into the acquisition agreement. The Parties entered into Acquisition Agreement for Henan Province Suixian Senior High School Branch on August 17, 2005 and Confirmation Letter on December 2, 2008(“Original Agreements”).

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