0001448788-11-000011 Sample Contracts

Share Transfer Agreement
Share Transfer Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec

Hangzhou Kunjiang Education Technology Co., Ltd (“Joint Venture Company”) was established in Hangzhou City on November 12, 2010, operated jointly by Party A and Ruifeng Chen. The Registered capital is RMB 1 million, Party A owns 20% of the equity. Party A agreed to transfer the Joint Venture company’s 20% equity ownership to Party B, Party B agrees to accept the transfer. According to the provision of the “Company Law of the People’s Republic of China” and the “Contract Law of the People’s Republic of China,” Party A and Party B reached the following agreements regarding equity ownership transfer:

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BILL OF SALE, ASSIGNMENT AND ASSUMPTION OF LIABILITY
Bill of Sale • January 6th, 2011 • USChina Channel Inc • Services-business services, nec • Florida

This BILL OF SALE, ASSIGNMENT AND ASSUMPTION OF LIABILITY (the “Bill of Sale”), dated this 31st day of December, 2010, is from USChina Channel, Inc., a Nevada corporation (the “Seller”) to China Bull Holdings, Inc., a Nevada corporation (the “Buyer”).

SERVICES AGREEMENT
Services Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec • Florida

THIS SERVICES AGREEMENT (the "Agreement") is made and entered into as of December 31, 2010 (the "Effective Date") by and between China Bull Management, Inc., a Nevada corporation ("Management Company") and China Bull Holding, Inc., a Nevada corporation ("Operating Company").

Share Pledge Agreement Between Party A: Hangzhou Kunjiang Education Technology Co., Ltd. And Party B: Shaoxing Red Green Blue Trading Co., Ltd. November 25, 2010
Share Pledge Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec

This Share Pledge Agreement (this “Agreement”) is entered into by and between the following parties at Zhejiang Province Shaoxing Keqiao on November 25, 2010:

Lease Agreement
Lease Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec
Executive Cooperation Agreement Between Party A: Hangzhou Kunjiang Education Technology Co., Ltd. And Party B: Shaoxing Red Green Blue Trading Co., Ltd. Party C: Shaoxing China Textile City High School November 25, 2010
Executive Cooperation Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec

This Executive Cooperation Agreement (“Agreement”) is made and entered into by and between the following Parties on November 25, 2010 in Beijing, the People’s Republic of China (“China”):

This document has been translated from Chinese to English] Education Service Agreement
Education Service Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec

Party A is a full-time middle and high school, with two hundred teachers and three thousand students. Party B is a private education group limited corporation, with a management highly experienced in consultation of education services, through both parties’ friendly consultation, Party B agrees to provide services to Party A in accordance with the terms as follows:

SHARE EXCHANGE AGREEMENT by and among USCHINA CHANNEL, INC. a Nevada Corporation and ANDREW CHIEN and CHINA EDUCATION SCHOOLS, LTD. a British Virgin Islands corporation; and the Shareholders of CHINA EDUCATION SCHOOLS, LTD. Dated as of December 31, 2010
Share Exchange Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec • Florida

THIS STOCK EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of this 31st day of December 2010, by and between USCHINA CHANNEL, INC., a Nevada corporation (“USCC”), with offices at 665 Ellsworth Avenue, New Haven, CT 06511, ANDREW CHIEN (“CHIEN”) and CHINA EDUCATION SCHOOLS, LTD., a British Virgin Islands corporation (“CES”) and the shareholders of CES listed on Schedule A to this Agreement (the “CES SHAREHOLDERS”), upon the following premises:

CONSULTING AGREEMENT
Consulting Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec • Florida

This Consulting Agreement (“Agreement”) is made as of this 31 day of December, 2010 by and between USChina Channel, Inc. (“Client”), and China Direct Investments, Inc., a Florida corporation (“China Direct”), CDI Shanghai Management Co., Ltd., a Chinese corporation (“CDI Shanghai”) and Capital One Resource Co., Ltd. a Brunei company (“Capital One”) (China Direct, CDI Shanghai and Capital One are collectively referred to as “Consultant”). Client and Consultant may collectively be referred to as the “Parties”.

Education Service Agreement
Education Service Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec

Party A is a full-time middle and high school, with two hundred teachers and three thousand students. Party B is a private education group limited corporation, with a management highly experienced in consultation of education services, through both parties’ friendly consultation, Party B agrees to provide services to Party A in accordance with the terms as follows:

This document has been translated from Chinese to English] Lease Agreement
Lease Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec
Call Option Agreement
Call Option Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec
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