8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: February 12, 2010

China Executive Education Corp.

(Exact name of registrant as specified in its charter)

Nevada	333-153574	75-3268300
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 Hangzhou MYL Business Administration Consulting Co. Ltd.

Room 307, Hualong Business Building,

110 Moganshan Road, Hangzhou, P.R.China

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

310005

(Zip Code)

(86) 0571-8880-8109

(Registrant's telephone number, including area code)

N/A

(Former Name or Former Address if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Forward Looking Statements Some of the statements contained in this Form 8-K that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 8-K, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation: our ability to attract and retain management, and to integrate and maintain technical information and management information systems; our ability to raise capital when needed and on acceptable terms and conditions; o The intensity of competition; and General economic conditions. Please see Risk Factors for discussion in detail. All written and oral forward-looking statements made in connection with this Form 8-K that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

Item 1.01    Entry into a Material Definitive Agreement

 The disclosure set forth below under Item 2.01(Completion of Acquisition or Disposition of Assets) is hereby incorporated by reference to this Item 1.01.

Item 2.01    Completion of Acquisition or Disposition of Assets

 On February 12, 2010, On Demand Heavy Duty Corp., a Nevada Corporation (the “Company”) acquired all of the outstanding capital stock of Surmounting Limit Marketing Adviser Limited, a Hong Kong corporation (“SLM”), through China Executive Education Corp., a Nevada corporation (the “Merger Sub”) wholly owned by the Company.  SLM is a holding company whose asset, held through a subsidiary, is 100% of the registered capital of Hangzhou MYL Business Administration Consulting Co., Ltd. (“MYL Business”), a limited liability company organized under the laws of the People’s Republic of China (“China” or “PRC”). Substantially all of SLM's operations are conducted in China through MYL Business, and through contractual arrangements with several of MYL Business’s consolidated affiliated entities in China, including Hangzhou MYL Commercial Services Co., Ltd. (“MYL Commercial”) and its subsidiaries.MYL Commercial is a fast-growing executive education company with dominant operation in Shanghai, the commercial center of China.

 In connection with the acquisition, the following transactions took place:

▪ The Merger Sub issued 20 shares of the common stock of the Merger Sub which constituted no more than 10% ownership interest in the Merger Sub to the shareholders of SLM, in exchange for all the shares of the capital stock of SLM (the “Share Exchange” or “Merger”). The 10 shares of the common stock of the Merger Sub were converted into approximately 21,560,000 shares of the common stock of the Company so that upon completion of the Merger, the shareholders of SLM own approximately 98% of the common stock of the Company.

▪ Post the transaction contemplated in the Merger Agreement, there were 22,000,000 shares of common stock issued and outstanding.

▪ Cody Love resigned as the Company’s Chief Executive Officer, Secretary and Treasurer on Feb 12, 2010.

▪ Kaien Liang, Chairman of SLM and MYL Business, was elected to serve on our Board of Directors as Chairman of, and was appointed as Chief Executive Officer of the Company.

▪ Pokai Hsu, Chief Executive Officer of SLM and MYL Business, was appointed as Chief Operating Officer of the Company.

▪ Tingyuan Chen, Chief Strategy Officer of SLM and MYL Business, was appointed as Chief Strategy Officer of the Company.

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▪ Zhiwei Huang, Chief Financial Officer of SLM and MYL Business, was appointed as Chief Financial Officer of the Company.

▪ As part of the Merger, pursuant to a stock purchase agreement (the “Stock Purchase Agreement”), the Company transferred all of the outstanding capital of its subsidiary, On Demand Heavy Duty Holdings, Inc.  (“Holdings”) to certain of its shareholders in exchange for the cancellation of 3,000,000 shares of the Company’s common stock (the “Split Off Transaction”).  Holdings was engaged in the business of internet travel planning.  To date, Holdings’ activities were limited to capital formation, organization, set-up of a website and development of its business plan and target customer market.  Following the Merger and the Split-Off Transaction, the Company discontinued its former business and is now engaged in the executive education business.

▪ As part of the Merger, the Company’s name was changed from “On Demand Heavy Duty Corp.” to the Merger Sub’s name “China Executive Education Corp.” The Company is communicating with FINRA for the name change and trading symbol change on the OTC Bulletin Board.

 As a result of these transactions, persons affiliated with Surmounting Limit Marketing Adviser Limited  now own securities that in the aggregate represent approximately 98% of the equity in the Company.

New Management

 Upon the completion of the Merger, the new executive officers and directors of the Company will be:

Name	Age	Positions with the Company
Kaien Liang	37	Director, Chairman & Chief Executive Officer
Pokai Hsu	38	Chief Operation Officer
Tingyuan Chen	44	Chief Strategy Officer
Zhiwei Huang	42	Chief Financial Officer

 All directors hold office until the next annual meeting of our shareholders and until their successors have been elected and qualify.  Officers serve at the pleasure of the Board of Directors.

 Kaien Liang, 37, Chairman of the Company. Born in Taiwan, in 1973. Before establishing the company, he has served as president of Singapore Magic of Success Training Co., Ltd from 2004 to 2006. Prior to that, Mr. Liang worked as Marketing Director at Asia Magic Your Life Group between 2000 and 2003, and Marketing Director of Success Magazine in Taiwan from 1997 to 2000. During that period, he had participated in and made huge investment in learning from several professional training programs by directly learning from 38 world-class masters in different management fields. Mr. Liang holds 14 internationally accredited certificates in respect of negotiation, marketing, sale, public speaking, customer service, etc. His total audience exceeds 500,000. His books,Never Say Impossible,Who is the Next Magic have been published and sold well.

 Pokai Hsu, 38, Chief Executive Officer. Born in Taiwan in 1972. He joined Asia Magic Your Life Group in 2003. He has served as the General Manager at Beijing Hongyuan Yingtong Cultural Press Co., Ltd. Between 2002 and 2003. Prior to that, he worked in Du Yunsheng Consulting Co., Ltd.  as the Chief Consultant for 2 years. Mr. Hsu is a master for potential motivating. By integrating his learning and achievements in motivational training in UK, USA, and Japan, Mr. HSU has created an efficient training system in unleashing employee potential. He has given lectures for over 2,300 times in the last 8 years, with the audience of over 200,000. In 2006, his bestseller,How to Be No.1 in China, broke the Guinness record on sale of book signing event.

 Tingyuan Chen, 44, Chief Strategy Officer.  Born in Taiwan in 1966.  Prior to joining Asia Magic Your Life Group in 2003, he worked for Steve Chen Training Entity as a lecturer for 4 years.  As a student of Mr. Abraham, the world “marketing wizard”, Mr. Chen specialized in teaching and coaching people in time management and strategic decision. Mr. Chen was graduated from National United University in Taiwan in 1986.

 Zhiwei Huang, 42, Chief Financial Officer of the Company. Mr. Huang joined the company in April, 2009. Prior to that, he has served as Financial Manager in Hangzhou Tai-Yang-Shen Marketing Co., Ltd. for 16 years.  Before that, he served as Accountant in Zhejiang Hangzhou Shipping Corp between 1989 and 1993. Mr. Huang was graduated from Wuhan River Transport College in 1989 and graduated from Zhejiang University of Finance & Economics in 2004.

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 Please note that the information provided below relates to the combined Company after the Share Exchange, unless otherwise specifically indicated.

OVERVIEW

 The Company, Surmounting Limit Marketing Adviser Limited (“SLM”) was incorporated in Hong Kong under the Chapter 32 Companies Ordinance on October 17, 2007 as limited company. The Company has had no operation until it established 100% stake of MYL Business, a People’s Republic of China (“PRC”) company, on April 23, 2009.

 To comply with the PRC laws and regulations while providing our education services in China, SLM, through its WOFE subsidiary, MYL Business, entered into contractual agreements (known as “variable interest entity” (VIE) arrangement) with Hangzhou MYL Commercial Service Co. Ltd., (“MYL Commercial”), in May 2009, under which SLM provides exclusive management and technical services (the “Service Agreements”) to MYL Commercial and its related entities in exchange for substantially all of the net income of MYL Commercial. As collateral to ensure MYL Commercial and its subsidiaries’ payments under the Service Agreements, the shareholders of MYL Commercial and its subsidiaries, through an equity pledge agreement, pledged all of their rights and interests in MYL Commercial and its subsidiaries, including voting rights and dividend rights, to SLM. In addition, the shareholders of MYL Commercial, through an exclusive option agreement, granted to SLM an exclusive, irrevocable and unconditional right to purchase part or all of the equity interests in MYL Commercial and its subsidiaries when the purchase becomes permissible under the relevant PRC Law.

 We are a fast-growing executive education company in China. We operate comprehensive business training programs through our controlled affiliates and subsidiaries in Hangzhou and Shanghai, which are two prosperous and commercial cities of China. Our executive training programs are designed to fit the needs of Chinese entrepreneurs, and to improve their leadership skill, management skills and marketing skills, as well as bottom-line results. Our comprehensive business training initiatives integrate research-based, proprietary content with processes that are specifically and explicitly connected to the critical business issues that most private Chinese companies are facing. This allows the trainees to better utilize achieve their potentials and better align individual goals and competencies with organizational objectives of their employers or business. We have developed 22 training courses which include a core course, named “Seven Essential Classes for Business Executives”.

 We derive our sales revenue from selling our proprietary training courses. We also generate sales revenue from our “Featured Lectures” events which are organized by us periodically with the presence of world masters or well-known keynote speakers. In 2009, we have organized four (4) such Featured Lectures in Shanghai. The featured speakers are Mr. Mark Hansen, Writer of Chicken Soup for the Soul, Roger Dawson, the top US negotiator, Joe Girard, top sales executive and the keeper of Guinness Record, and Mr. John C. Maxwell, the World Master of Leadership.

 We sell our training programs through our own sales team which consists of 220 self-motivated sales staff. We also promote our services through the internet. Our websites are www.magicyourlife101.com and www.myl101.com . The domain name of www.magicyourlife101.com was registered by Mr. Kaien LIANG in the name of Surmounting Limit Marketing Adviser Limited (Shanghai). The registered operator of this website is Shanghai Kaiye Investment Consulting Co., Ltd..  The domain name of www.myl101.com is registered by Dreamer Marketing Adviser (Shanghai) Co., Ltd.. The registered operator of this website is MYL Commercial.

 Since our business inception in April 2009, we have experienced rapid and steady business growth. During the nine (9) months in operation in 2009, we have enrolled approximately 2,874 trainees to our program, and generated approximately US$12.76  million of fee payment, of which US $9.14 million has been recognized as sales revenue and US$ 3.31 million as the net profit in Year 2009. The operation results are set forth as follows:

In USD Million	3 Months ended June 30, 2009	3 months ended September 30, 2009	3 months ended December 31, 2009
Fee Payment*	2.70	4.22	5.84
Enrollments	392	889	1593

Note:  * Fee Payment is different from Sales Revenue, because of revenue recognition method and contractual arrangement.

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Hangzhou MYL Business Administration Consulting Co., Ltd.

 MYL Business was incorporated as a limited liability company in April 23, 2009 under PRC law. It is currently 100% owned by SLM which is further 100% owned by Magic Dream Enterprises Ltd.  Our business is currently conducted through contractual arrangements among us, our subsidiary and our consolidated affiliated entities in China, principally MYL Commercial and its subsidiaries.  MYL Commercial and several of its subsidiaries hold the requisite licenses to provide executive education services in China. These contractual arrangements enable us to:

▪ exercise effective control over MYL Commercial  and its subsidiaries;

▪ receive a substantial portion of the economic benefits from MYL Commercial  and its subsidiaries; and

▪ have an exclusive option to purchase all or part of the equity interests in MYL Commercial and all or part of the equity interests in MYL Commercial’s subsidiaries that are owned by MYL Commercial or its nominee holders, as well as all or part of the assets of MYL Commercial , in each case when and to the extent permitted by PRC law.

OUR STRUCTURE

*non-active subsidiaries with no operations.

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CONTRACTUAL ARRANGEMENTS

We need to use the following contractual arrangement to exercise effective control.

Agreements that Transfer Economic Benefits to Us

 Pursuant to our contractual arrangements with MYL Commercial and its subsidiaries, MYL Business provides management and consulting services to MYL Commercial and its subsidiaries in exchange for service fees. The service fees shall equal to 95% of the total income of MYL Commercial and its subsidiaries which can be waived by MYL Business from time to time in its sole discretion.

Agreements that Provide Effective Control over MYL Commercial and Its Subsidiaries

 We have entered into the following agreements with MYL Commercial and its subsidiaries that provide us with effective control over MYL Commercial and its subsidiaries:

▪ an exclusive service agreement, pursuant to which MYL Commercial  and its Subsidiaries irrevocably entrust to MYL Business the right of management and operation of MYL Commercial  and its subsidiaries and the responsibilities and authorities of their shareholders and directors of MYL Commercial and its subsidiaries;

▪ a voting rights proxy agreement, pursuant to which the shareholder of MYL Commercial  and its subsidiaries have granted the personnel designated by MYL Business the right to appoint directors and senior management of MYL Commercial  and its subsidiaries and to exercise all of their other voting rights as shareholders of MYL Commercial  and its subsidiaries, as the case may be, as provided under the articles of association of each such entity;

▪ a call option agreement, pursuant to which:

▪ neither MYL Commercial  nor any of its subsidiaries may enter into any transaction that could materially affect its assets, liabilities, equity or operations without the prior written consent of MYL Business;

▪ neither MYL Commercial  nor any of its subsidiaries will distribute any dividends without the prior written consent of MYL Business and

▪ MYL Business or its designee has an exclusive option to purchase all or part of the equity interests in MYL Commercial, all or part of the equity interests in MYL Commercial ’s subsidiaries owned by MYL Commercial  or its nominee holders, or all or part of the assets of MYL Commercial , in each case when and to the extent permitted by PRC law. In case of MYL Business exercising the call option in its sole discretion upon the occurrence of the situation in which such call option exercise become feasible under the relevant laws in PRC, any additional consideration paid other than the $1.00 which may be required under the laws of China to effect such purchase to comply with such legal formalities shall be either cancelled or returned to the company immediately with no additional compensation to the owners; and

▪ an equity pledge agreement pursuant to which each of shareholders of MYL Commercial  has pledged his or its equity interest in MYL Commercial  and its subsidiaries, as the case may be, to MYL Business to secure their obligations under the relevant contractual control agreements, including but not limited to, the obligations of MYL Commercial  and its subsidiaries under the exclusive services agreement, the call option agreement, the voting rights proxy agreement described above, and each of them has agreed not to transfer, sell, pledge, dispose of or create any encumbrance on their equity interest in MYL Commercial or its subsidiaries without the prior written consent of MYL Business.

See “Related Party Transactions” for further information on our contractual arrangements with these parties.

In the opinion of AllBright Law Offices, our PRC legal counsel:

▪ the ownership structures of MYL Business, MYL Commercial  and its subsidiaries, both currently and after giving effect to this merger, are in compliance with existing PRC laws and regulations;

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▪ the contractual arrangements among MYL Business, MYL Commercial  and its subsidiaries governed by PRC law are valid, binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect; and

▪ the business operations of MYL Business and MYL Commercial  and their respective subsidiaries, as described in this Form 8-K, are in compliance with existing PRC laws and regulations in all material respects.

However, in spite of the above, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, there can be no assurance that the PRC regulatory authorities, in particular the SAIC which regulates executive education companies, will not in the future take a view that is contrary to the above opinion of our PRC legal counsel. If the PRC government finds that the agreements that establish the structure for operating our PRC executive education business do not comply with PRC government restrictions on foreign investment in executive education businesses, we could be subject to severe penalties. See “Risk Factors — If the PRC government finds that the agreements that establish the structure for operating our China business do not comply with PRC governmental restrictions on foreign investment in the executive education industry, we could be subject to severe penalties”, “— Our business operations may be affected by legislative or regulatory changes” and “— The PRC legal system embodies uncertainties which could limit the legal protections available to you and us”.

COMPETITION

We face the competition on two different fronts. One is from those major Chinese university and business schools. They provide EMBA program targeting on corporation executives and entrepreneurs. The most popular EMBA programs available in China are from Euro-China International Business College in Shanghai, Cheung Kong Graduate School of Business, Tsinghua University and Shanghai Jiaotong University, etc. Those universities’ EMBA programs provide their students with around 300 hours of formal in-class training programs in the curriculum, and issue degree certificates to students at graduation. The tuition ranges from RMB 60,000 (approximately USD 9,000) to RMB 568,000 (approximately USD 85,000) for the whole program. Each year, each of the top business school enrolls 400 to 600 students. Their strict admission requirements have kept many young and less qualified candidates away from the program. Besides, the long study periods also inconvenience many business owners and executives.

Open-enrollment program provided by private education institution, like us, has emerged and constituted serious competition to those top business schools which provide formal executive training program. On the other hand, those peer companies also constitute direct competition with us. Among them, Jucheng Group (founded in 2003 in Shenzhen), Action Success International Education Group (founded in 2001 in Shanghai), and Sparta Group (founded in 2002 in Beijing) are most prominent companies in our business sector. We compete with them primarily on the basis of training courses, lecturers, prices, effectiveness of training execution and our brand name. Since those three companies have been in business longer than us and they have cross-region presence, they possess their strength in market coverage and pricing. However, we believe that we also have our competitive advantage in our international network and broad offering.

OUR STRATEGIES, RISKS AND UNCERTAINTIES

In order to enhance our position as one of the top executive education providers in China, we intend to expand our network, promote our brand name, create increasingly channels and explore new opportunities. Our ability to realize our business objectives and execute our strategies is subject to risks and uncertainties, including the following:

▪ our limited operating history for our current operations and the short history of executive education sector that make it difficult for you to evaluate the viability and prospects of our business;

▪ competition from present and future competitors in China’s growing executive education market; and

▪ the possibility that the PRC government could determine that the agreements that establish our operating structure do not comply with PRC government restrictions on foreign investment in the executive education industry, which could potentially subject us to severe penalties.

These risks and uncertainties, along with others, are also described in the Risk Factors section of this Current Report on Form 8-K.

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RISK FACTORS

An investment in our common stock or other securities involves a number of risks.  You should carefully consider each of the risks described below before deciding to invest in our common stock.  If any of the following risks develops into actual events, our business, financial condition or results of operations could be negatively affected, the market price of our common stock or other securities could decline and you may lose all or part of your investment.

The risk factors presented below are all of the ones that we currently consider material. However, they are not the only ones facing our Company.  Additional risks not presently known to us, or which we currently consider immaterial, may also adversely affect us.  There may be risks that a particular investor views differently from us, and our analysis might be wrong.  If any of the risks that we face actually occur, our business, financial condition and operating results could be materially adversely affected and could differ materially from any possible results suggested by any forward-looking statements that we have made or might make.  In such case, the trading price of our common stock could decline, and you could lose part or all of your investment.

We have a limited operating history, which may make it difficult for you to evaluate our business and prospects.

We began our current business operations in April 2009. Accordingly, we have a limited operating history for our current operations upon which you can evaluate the viability and sustainability of our business and its acceptance by private business owners and executives. It is also difficult to evaluate the viability of our business model because we do not have sufficient experience to address the risks frequently encountered by early stage companies using new means to deliver education programs and entering new and rapidly evolving markets. These circumstances may make it difficult for you to evaluate our business and prospects.

Our senior management and employees have worked together for a short period of time, which may make it difficult for you to evaluate their effectiveness and ability to address challenges.

Due to our limited operating history and recent additions to our management team, certain of our senior management and employees have worked together at our company for only a relatively short period of time. As a result, it may be difficult for you to evaluate the effectiveness of our senior management and other key employees and their ability to address future challenges to our business.

Failure to manage our growth could strain our management, operational and other resources, which could materially and adversely affect our business and growth potential.

We have been rapidly expanding, and plan to continue to rapidly expand, our operations in China. We must continue to expand our operations to meet the demands of customers for executive training for larger and more diverse market coverage. This expansion has resulted, and will continue to result, in substantial demands on our management resources. To manage our growth, we must develop and improve our existing administrative and operational systems and, our financial and management controls and further expand, train and manage our work force. We have already begun selling our executive education training program through our sales agents who operate in the inland provinces and may in the future expand our presence to some major cities in China. As we continue this effort, we may incur substantial costs and expend substantial resources in connection with any such expansion. We may encounter difficulties when we expand into other cities or if we begin operations in other inland provinces in China due to different business practice, local government regulations and cultural factors. We may not be able to manage our current or future cross-region operations effectively and efficiently or compete effectively in such markets. We cannot assure you that we will be able to efficiently or effectively manage the growth of our operations, recruit top talent and train our personnel. Any failure to efficiently manage our expansion may materially and adversely affect our business and future growth.

We may need additional capital and we may not be able to obtain it, which could adversely affect our liquidity and financial position.

To further expand our executive education business, we may require additional cash resources. If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of convertible debt securities or additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity.

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Our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including:

·   investors’ perception of, and demand for, securities of alternative executive education companies;

·   conditions of the U.S. and other capital markets in which we may seek to raise funds;

·   our future results of operations, financial condition and cash flows;

·   PRC governmental regulation of foreign investment in executive education companies in China;

·   economic, political and other conditions in China; and

·   PRC governmental policies relating to foreign currency borrowings.

We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us could have a material adverse effect on our liquidity and financial condition.

We may be subject to intellectual property infringement claims, which may force us to incur substantial legal expenses and, if determined adversely against us, may materially disrupt our business.

We cannot be certain that our lectures or other aspects of our business do not or will not infringe upon patents, copyrights or other intellectual property rights held by third parties. Although we are not aware of any such claims, we may become subject to legal proceedings and claims from time to time relating to the intellectual property of others in the ordinary course of our business. If we are found to have violated the intellectual property rights of others, we may be enjoined from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives. In addition, we may incur substantial expenses in defending against these third party infringement claims, regardless of their merit. Successful infringement or licensing claims against us may result in substantial monetary liabilities, which may materially and adversely disrupt our business.

If the PRC government finds that the agreements that establish the structure for operating our China business do not comply with PRC governmental restrictions on foreign investment in the executive education industry, we could be subject to severe penalties.

Substantially all of our operations are or will be conducted through our indirectly wholly-owned operating subsidiaries in China, which we collectively refer to as our PRC operating subsidiaries, and through our contractual arrangements with our consolidated affiliated entities in China. PRC regulations still have strict restriction on foreign entities operating in the executive education industry in China. Accordingly, our PRC operating subsidiaries which are directly owned by non-PRC subsidiaries of ours, which we collectively refer to as wholly-foreign owned, or WOFE, operating subsidiaries, are currently ineligible to apply for the required licenses for providing executive education services in China. Our non-PRC subsidiaries are ineligible to apply for such required licenses too. As such, our executive education businesses are currently primarily provided through contractual arrangements between our WOFE operating subsidiaries and our consolidated affiliated entities in China, which we collectively refer to as our PRC operating affiliates. These PRC operating affiliates include MYL Commercial, MYL Business, Hangzhou Gongshu MYL Training School and Shanghai MYL Business Administration Consulting Co. Ltd.. Accordingly, our executive education businesses are currently conducted by (i) our indirect PRC operating subsidiaries and (ii) our PRC operating affiliates. Our PRC operating affiliates, which we control through contractual relationship are owned by either (i) one or more PRC citizens designated by us, (ii) one or more PRC entities owned by our subsidiaries or by our designated appointees or (iii) a combination of PRC citizens and PRC entities owned by our subsidiaries designated by us or our designated appointees. Our PRC operating affiliates, certain of their respective subsidiaries and certain of our indirect PRC operating subsidiaries hold the requisite licenses to provide executive education services in China. Our PRC operating affiliates and their respective subsidiaries directly operate our executive education business. While our indirect PRC operating subsidiaries are eligible for the required licenses for providing executive education services in China and some of our indirect PRC operating subsidiaries have obtained such licenses, we have been using and are expected to continue to use PRC operating affiliates and their subsidiaries to operate a significant portion of our executive education business for the foreseeable future. We have entered into contractual arrangements with PRC operating affiliates and their respective subsidiaries, pursuant to which we, through our PRC operating subsidiaries or non-PRC subsidiaries, provide technical support and consulting services to our PRC operating affiliates and their subsidiaries. In addition, we have entered into agreements with our PRC operating affiliates and each of their shareholders which provide us with the substantial ability to control these affiliates and their existing and future subsidiaries.

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revoking the business and operating licenses of our PRC subsidiaries and affiliates;

discontinuing or restricting our PRC subsidiaries’ and affiliates’ operations;

imposing conditions or requirements with which we or our PRC subsidiaries and affiliates may not be able to comply;

requiring us or our PRC subsidiaries and affiliates to restructure the relevant ownership structure or operations; or

restricting or prohibiting our use of the proceeds of this offering to finance our business and operations in China.

The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business.

We rely on contractual arrangements with MYL Commercial  and its subsidiaries and shareholders for a substantial portion of our China operations, which may not be as effective in providing operational control as direct ownership.

We rely on contractual arrangements with MYL Commercial and its subsidiaries and shareholders to operate our executive education business. For a description of these contractual arrangements, see “Corporate Structure” and “Related Party Transactions”. These contractual arrangements may not be as effective in providing us with control over MYL Commercial as direct ownership. If we had direct ownership of MYL Commercial, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of MYL Commercial which in turn could effect changes, subject to any applicable fiduciary obligations, at the management level. However, under the current contractual arrangements, as a legal matter, if MYL Commercial or any of its subsidiaries and shareholders fails to perform its or his respective obligations under these contractual arrangements, we may have to incur substantial costs and resources to enforce such arrangements, and rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure you to be effective. For example, if the shareholders of MYL Commercial were to refuse to transfer his equity interest in MYL Commercial to us or our designee when we exercise the purchase option pursuant to these contractual arrangements, or if the shareholders of MYL Commercial were otherwise to act in bad faith toward us, then we may have to take legal action to compel them to fulfill their contractual obligations.

Many of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through either arbitration or litigation in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. In the event we are unable to enforce these contractual arrangements, we may not be able to exert effective control over our operating entities, and our ability to conduct our business may be negatively affected.

Contractual arrangements we have entered into among our subsidiaries and affiliated entities may be subject to scrutiny by the PRC tax authorities and a finding that we owe additional taxes or are ineligible for our tax exemption, or both, could substantially increase our taxes owed, and reduce our net income and the value of your investment.

Under PRC law, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. If any of the transactions we have entered into among our subsidiaries and affiliated entities are found not to be on an arm’s-length basis, or to result in an unreasonable reduction in tax under PRC law, the PRC tax authorities have the authority to disallow our tax savings, adjust the profits and losses of our respective PRC entities and assess late payment interest and penalties.

As a result of this risk, you should evaluate our results of operations and financial condition without regard to these tax savings.

Our business is dependent upon the PRC government’s educational policies and programs.

As a provider of educational services, we are dependent upon governmental educational policies. Almost all of our revenue to date has been generated from the sale of lectures and materials relating to executive training. To the extent that the government adopts policies changes that significantly alter what is allowed in China, our products could become obsolete, which would affect our ability to generate revenue and operate profitably. We cannot assure you that the PRC government agencies would not adopt such changes.

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We are subject to numerous PRC rules and regulations which restrict the scope of our business and could have a material adverse impact on us.

We are subject to numerous rules and regulations in the PRC, including, without limitation, restrictions on foreign ownership of internet and education companies and regulation of Internet content. Many of the rules and regulations that we face are not explicitly communicated, but arise from the fact that education and the internet are politically sensitive areas of the economy.  We are not aware that any of our agreements or our current organizational structure is in violation of any governmental requirements or restrictions, explicit or implicit.  However, there can be no assurance that we are in compliance now, or will be in the future.  Moreover, operating in the PRC involves a high risk that restrictive rules and regulations could change.  Indeed, even changes of personnel at certain ministries of the government could have a negative impact on us.  The determination that our structure or agreements are in violation of governmental rules or regulations in the PRC would have a material adverse impact on us, our business and on our financial results.

Our business may be subject to seasonal and cyclical fluctuations in sales.

We may experience seasonal fluctuations in our revenue in some regions in the PRC, based on economic situation and the tendency of executives to make commitment relating to their education during the year.  Any seasonality may cause significant pressure on us to monitor the development of materials accurately and to anticipate and satisfy these requirements.

Our business is subject to the health of the PRC economy.

The purchase of educational lectures and materials not provided by the state educational system is discretionary and dependent upon the ability and willingness of executives and businesses to spend available funds on extra educational products. A general economic downturn either in our market or a general economic downturn in the PRC could have a material adverse effect on our revenue, earnings, cash flow and working capital.

We depend on our senior officers to manage and develop our business.

Our success depends on the management skills of Mr. Kaien Liang, Chairman and Chief Executive Officer, and his relationships with educators, administrators and other business contacts.  We also depend on successfully recruiting and retaining highly skilled and experienced authors, teachers, managers, sales persons and other personnel who can function effectively in the PRC.  In some cases, the market for these skilled employees is highly competitive.  We may not be able to retain or recruit such personnel, which could materially and adversely affect our business, prospects and financial condition.  We do not maintain key person insurance on these individuals.  The loss of Mr. Hsu would delay our ability to implement our business plan and would adversely affect our business.

We may not be successful in protecting our intellectual property and proprietary rights.

Our intellectual property consists of lectures and formats, which are contained in our library, and courseware which we developed by engaging authors and educators to develop these materials.  Our proprietary products are primarily protected by trade secret laws.  Although we require our authors and employees to sign confidentiality and non-disclosure agreements, we cannot assure you that we will be able to enforce those agreements or that our authors and software development employees will not be able to develop competitive products that do not infringe upon our proprietary rights. We do not know the extent that PRC courts will enforce our proprietary rights.

Others may bring defamation and infringement actions against us, which could be time-consuming, difficult and expensive to defend.

As a distributor of educational materials, we face potential liability for negligence, copyright, patent or trademark infringement and other claims based on the nature and content of the materials that we publish or distribute.  Any claims could result in us incurring significant costs to investigate and defend regardless of the final outcome.  We do not carry general liability insurance that would cover any potential or actual claims. The commencement of any legal action against us or any of our affiliates, whether or not we are successful in defending the action, could both require us to suspend or discontinue the distribution of some or a significant portion of our educational materials and require us to allocate resources to investigating or defending claims.

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We depend upon the acquisition and maintenance of licenses to conduct our business in the PRC.

In order to conduct business in the PRC, we need licenses from the appropriate government authorities, including general business licenses and an education service provider license.  The loss or failure to obtain or maintain these licenses in full force and effect will have a material adverse impact on our ability to conduct our business and on our financial condition.

Our growth may be inhibited by the inability of potential customers to fund purchases of our products and services.

Many businesses in the PRC, do not have sufficient funds to purchase textbooks, educational materials or lectures and course materials.  In addition, provincial and local governments may not have the funds to support the implementation of a curriculum using our educational products or may allocate funds to programs which are different from our products. Our failure to be able to sell our products and services to students in certain areas of the PRC may inhibit our growth and our ability to operate profitably.

Changes in the policies of the government in the PRC could significant impact our ability to operate profitably.

The economy of the PRC is a planned economy subject to five-year and annual plans adopted by the government that set down national economic development goals.  Government policies can have significant effect on the economic conditions of the PRC generally and the educational system in particular.  Although the government in the PRC has confirmed that economic development will follow a model of market economy under socialism, a change in the direction of government planning may materially affect our business, prospects and financial condition.

Inflation in the PRC could negatively affect our profitability and growth.

While the economy in the PRC has experienced rapid growth, such growth has been uneven among various sectors of the economy and in different geographical areas of the country. Rapid economic growth can lead to growth in the money supply and rising inflation. If prices for our services rise at a rate that is insufficient to compensate for the rise in our costs, it may have an adverse effect on profitability. In order to control inflation in the past, the government has imposed controls in bank credits, limits on loans for fixed assets purchase, and restrictions on state bank lending. Such an austerity policy can lead to a slowing economic growth which could impair our ability to operate profitably.

If we make any acquisitions, they may disrupt or have a negative impact on our business.

If we make acquisitions, we could have difficulty integrating personnel and operations of the acquired companies with our own. In addition, the key personnel of the acquired business may not be willing to work for us. We cannot predict the affect expansion which may have on our core business. Regardless of whether we are successful in making an acquisition, the negotiations could disrupt our ongoing business, distract our management and employees and increase our expenses. In addition to the risks described above, acquisitions are accompanied by a number of inherent risks, including, without limitation, the following:

·       the difficulty of integrating acquired products, services or operations;

·       the potential disruption of the ongoing businesses and distraction of our management and the management of acquired companies;

·       the difficulty of incorporating acquired rights or products into our existing business;

·       difficulties in disposing of the excess or idle facilities of an acquired company or business and expenses in maintaining such facilities;

·       difficulties in maintaining uniform standards, controls, procedures and policies;

·       the potential impairment of relationships with employees and customers as a result of any integration of new management personnel;

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·       the potential inability or failure to achieve additional sales and enhance our customer base through cross-marketing of the products to new and existing customers;

·       the effect of any government regulations which relate to the business acquired;

·       potential unknown liabilities associated with acquired businesses or product lines, or the need to spend significant amounts to retool, reposition or modify the marketing and sales of acquired products or the defense of any litigation, whether of not successful, resulting from actions of the acquired company prior to our acquisition.

Our business could be severely impaired to the extent that we are unable to succeed in addressing any of these risks or other problems encountered in connection with these acquisitions, many of which cannot be presently identified, these risks and problems could disrupt our ongoing business, distract our management and employees, increase our expenses and adversely affect our results of operations.

Our operations and assets in the PRC are subject to significant political and economic uncertainties.

Government policies are subject to rapid change, and the government of the PRC may adopt policies which have the effect of hindering private economic activity and greater economic decentralization. There is no assurance that the government of the PRC will not significantly alter its policies from time to time without notice in a manner which reduces or eliminates any benefits from its present policies of economic reform. In addition, a substantial portion of productive assets in the PRC remains government-owned. For instance, all lands are state owned and leased to business entities or individuals through governmental granting of state-owned land use rights. The granting process is typically based on government policies at the time of granting, which could be lengthy and complex. The government of the PRC also exercises significant control over its economic growth through the allocation of resources, controlling payment of foreign currency and providing preferential treatment to particular industries or companies. Uncertainties may arise with changing of governmental policies and measures. In addition, changes in laws and regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency, the nationalization or other expropriation of private enterprises, as well as adverse changes in the political, economic or social conditions in the PRC, could have a material adverse effect on our business, results of operations and financial condition.

Recent regulations relating to offshore investment activities by PRC residents may increase the administrative burden we face and create regulatory uncertainties that could restrict our overseas and cross-border investment activity, and a failure by our shareholders who are PRC residents to make any required applications and filings pursuant to such regulations may prevent us from being able to distribute profits and could expose us and our PRC resident shareholders to liability under PRC law.

The PRC National Development and Reform Commission, or NDRC, and SAFE recently promulgated regulations that require PRC residents and PRC corporate entities to register with and obtain approvals from relevant PRC government authorities in connection with their direct or indirect offshore investment activities. These regulations apply to our shareholders who are PRC residents and may apply to any offshore acquisitions that we make in the future.

Under the SAFE regulations, PRC residents who make, or have previously made, direct or indirect investments in offshore companies will be required to register those investments. In addition, any PRC resident who is a direct or indirect shareholder of an offshore company is required to file with the local branch of SAFE, with respect to that offshore company, any material change involving capital variation, such as an increase or decrease in capital, transfer or swap of shares, merger, division, long term equity or debt investment or creation of any security interest over the assets located in China. If any PRC shareholder fails to make the required SAFE registration, the PRC subsidiaries of that offshore parent company may be prohibited from distributing their profits and the proceeds from any reduction in capital, share transfer or liquidation, to their offshore parent company, and the offshore parent company may also be prohibited from injecting additional capital into their PRC subsidiaries. Moreover, failure to comply with the various SAFE registration requirements described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions.

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The PRC tax authorities may require us to pay additional taxes in connection with our acquisitions of offshore entities that conducted their PRC operations through their affiliates in China.

Our operations and transactions are subject to review by the PRC tax authorities pursuant to relevant PRC laws and regulations. However, these laws, regulations and legal requirements change frequently, and their interpretation and enforcement involve uncertainties. For example, in the case of some of our acquisitions of offshore entities that conducted their PRC operations through their affiliates in China, we cannot assure you that the PRC tax authorities will not require us to pay additional taxes in relation to such acquisitions. In the event that the sellers failed to pay any taxes required under PRC law in connection with these transactions, the PRC tax authorities might require us to pay the tax, together with late-payment interest and penalties.

If any of our PRC affiliates becomes the subject of a bankruptcy or liquidation proceeding, we may lose the ability to use and enjoy those assets, which could reduce the size of our executive education distribution network and materially and adversely affect our business, ability to generate revenue and the market price of our stock.

To comply with PRC laws and regulations relating to foreign ownership restrictions in the executive education business, we currently conduct our operations in China through contractual arrangements with MYL Commercial, its shareholders and subsidiaries. As part of these arrangements, MYL Commercial and its subsidiaries hold certain of the assets that are important to the operation of our business. If any of these entities goes bankrupt and all or part of their assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our business activities, which could materially and adversely affect our business, financial condition and results of operations. If any of MYL Commercial and its subsidiaries undergoes a voluntary or involuntary liquidation proceeding, its shareholders or unrelated third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business, our ability to generate revenue and the market price of our stock.

Restrictions on currency exchange may limit our ability to utilize our revenues effectively.

Substantially all of our revenues and operating expenses are denominated in Renminbi. The Renminbi is currently convertible under the “current account”, which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account”, which includes foreign direct investment and loans. Currently, MYL Business may purchase foreign exchange for settlement of “current account transactions”, including payment of dividends to us, without the approval of the State Administration of Foreign Exchange. However, we cannot assure you that the relevant PRC governmental authorities will not limit or eliminate our ability to purchase foreign currencies in the future. Since a significant amount of our future revenues will be denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize revenues generated in Renminbi to fund our business activities outside China, if any, or expenditures denominated in foreign currencies. Foreign exchange transactions under the capital account are still subject to limitations and require approvals from, or registration with, the State Administration of Foreign Exchange and other relevant PRC governmental authorities. This could affect MYL Business’s ability to obtain foreign exchange through debt or equity financing, including by means of loans or capital contributions from us.

Because our earnings and cash and cash equivalent assets are denominated in Renminbi and the net proceeds from this offering will be denominated in U.S. dollars, fluctuations in exchange rates between U.S. dollars and Renminbi will affect the relative purchasing power of these proceeds and our balance sheet and earnings per share in U.S. dollars following this offering. In addition, appreciation or depreciation in the value of the Renminbi relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Since July 2005 the Renminbi is no longer pegged solely to the U.S. dollar. Instead, it is reported to be pegged against a basket of currencies, determined by the People’s Bank of China, against which it can rise or fall by as much as 0.3% each day. This change in policy has resulted in the gradual increase in the value of the Renminbi against the U.S. dollar over time. As of March 31, 2009, the Renminbi had appreciated approximately 17.4% against the U.S. dollar since July 21, 2005. On March 31, 2008, the Renminbi was valued against the U.S. dollar at approximately RMB6.8240 to the U.S. dollar. The Renminbi may appreciate or depreciate significantly in value against the U.S. dollar in the long term, depending on the fluctuation of the basket of currencies against which it is currently valued or it may be permitted to enter into a full float, which may also result in a significant appreciation or depreciation of the Renminbi against the U.S. dollar. Fluctuations in the exchange rate will also affect the relative value of any dividend we issue in the future which will be exchanged into U.S. dollars and earnings from and the value of any U.S. dollar-denominated investments we make in the future.

Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. We do not intend to enter into any hedging transactions. Even if we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to successfully hedge our exposure at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency.

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Price controls may affect both our revenues and net income.

The laws of the PRC provide the government broad power to fix and adjust prices. We need to obtain government approval in setting our prices for classroom coursework and tutorials. Although the sale of educational materials over the Internet is not presently subject to price controls, we cannot give you any assurance that they will not be subject to controls in the future. To the extent that we are subject to price control, our revenue, gross profit, gross margin and net income will be affected since the revenue we derive from our services will be limited and we may face no limitation on our costs. As a result, we may not be able to pass on to our students any increases in costs we incur, or any increases in the costs of our faculty. Further, if price controls affect both our revenue and our costs, our ability to be profitable and the extent of our profitability will be effectively subject to determination by the applicable PRC regulatory authorities.

Our operations may not develop in the same way or at the same rate as might be expected if the PRC economy were similar to the market-oriented economies of most developed countries.

The economy of the PRC has historically been a nationalistic, “planned economy,” meaning it functions and produces according to governmental plans and pre-set targets or quotas. In certain aspects, the PRC’s economy has been making a transition to a more market-oriented economy, although the government imposes price controls on certain products and in certain industries. However, we cannot predict the future direction of these economic reforms or the effects these measures may have. The economy of the PRC also differs from the economies of most developed countries including with respect to the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. As a result of these differences, our business may not develop in the same way or at the same rate as might be expected if the economy of the PRC were similar to those of other developed countries.

Because our officers and directors reside outside of the United States, it may be difficult for you to enforce your rights against them or enforce United States court judgments against them in the PRC.

Our directors and our executive officers reside in the PRC and all of our assets are located in the PRC. It may therefore be difficult for United States investors to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under federal securities laws. Further, it is unclear if extradition treaties now in effect between the United States and the PRC would permit effective enforcement of criminal penalties of the federal securities laws.

We may have limited legal recourse under PRC law if disputes arise under contracts with third parties.

All of our agreements, which are made by our PRC subsidiaries, are governed by the laws of the PRC. The PRC legal system is a civil law system based on written statutes. Accordingly decided legal cases have little precedential value. The government of the PRC has enacted some laws and regulations dealing with matters such as corporate organization and governance, foreign investment, commerce, taxation and trade. However, these laws are relatively new and their experience in implementing, interpreting and enforcing these laws and regulations is limited. Therefore, our ability to enforce commercial claims or to resolve commercial disputes may be uncertain. The resolution of these matters may be subject to the exercise of considerable discretion by the parties charged with enforcement of the applicable laws. Any rights we may have to specific performance or to seek an injunction under PRC law may be limited, and without a means of recourse, we may be unable to prevent these situations from occurring. The occurrence of any such events could have a material adverse effect on our business, financial condition and results of operations.

Because we may not be able to obtain business insurance in the PRC, we may not be protected from risks that are customarily covered by insurance in the United States.

Business insurance is not readily available in the PRC. To the extent that we suffer a loss of a type which would normally be covered by insurance in the United States, such as product liability and general liability insurance, we would incur significant expenses in both defending any action and in paying any claims that result from a settlement or judgment.

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Because our funds are held in banks which do not provide insurance, the failure of any bank in which we deposit our funds could affect our ability to continue in business.

Banks and other financial institutions in the PRC do not provide insurance for funds held on deposit. As a result, in the event of a bank failure, we may not have access to funds on deposit. Depending upon the amount of money we maintain in a bank that fails, our inability to have access to our cash could impair our operations, and, if we are not able to access funds to pay our suppliers, employees and other creditors, we may be unable to continue in business.

Failure to comply with the United States Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.

We are subject to the United States Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some that may compete with us, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in the PRC. We can make no assurance, however, that our employees or other agents will not engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.

Fluctuations in the exchange rate could have a material adverse effect upon our business.

We conduct our business in the Renminbi. The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. On July 21, 2005, the PRC government changed its decade old policy of pegging its currency to the U.S. currency. Under the current policy, the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy has resulted in an approximately 17% appreciation of the Renminbi against the U.S. dollar between July 21, 2005 and March 23, 2009. However, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the RMB against the U.S. dollar. To the extent our future revenues are denominated in currencies other the United States dollars, we would be subject to increased risks relating to foreign currency exchange rate fluctuations which could have a material adverse affect on our financial condition and operating results since our operating results are reported in United States dollars and significant changes in the exchange rate could materially impact our reported earnings.

Recent recalls of PRC products may affect the market for our stock.

Although we do not sell consumer products in the international market, the recent recalls of PRC products in the United States and elsewhere could affect the market for our stock by causing investors to invest in companies that are not based on the PRC.

Certain of our stockholders control a significant amount of our common stock.

Approximately 80% of our outstanding common stock is owned by our chairman, Mr. Kaien Liang.  Mr. Liang presently has the voting power to elect all of the directors and approve any transaction requiring stockholder approval.

The terms on which we may raise additional capital may result in significant dilution and may impair our stock price.

We cannot assure you that we will be able to get additional financing on any terms, and, if we are able to raise funds, it may be necessary for us to sell our securities at a price which is at a significant discount from the market price and on other terms which may be disadvantageous to us. In connection with any such financing, we may be required to provide registration rights to the investors and pay damages to the investor in the event that the registration statement is not filed or declared effective by specified dates. The price and terms of any financing which would be available to us could result in both the issuance of a significant number of shares and significant downward pressure on our stock price.

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Risks Associated with Investing in our Common Stock

The rights of the holders of common stock may be impaired by the potential issuance of preferred stock.

Although we do not have any authorized preferred stock at the moment, we cannot assure you that there will not be preferred stock in the future, which may have superior liquidation rights, voting rights and other rights.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and operating results and stockholders could lose confidence in our financial reporting.

Internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed. Under the current SEC regulations, we will be required to include a management report on internal controls over financial reporting in our Form 10-K annual report for the year ended December 31, 2009, and we will be required to include an auditor’s report on internal controls over financial reporting for the year ended December 31, 2010. Failure to achieve and maintain an effective internal control environment, regardless of whether we are required to maintain such controls, could also cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price. Although we are not aware of anything that would impact our ability to maintain effective internal controls, we have not obtained an independent audit of our internal controls, and, as a result, we are not aware of any deficiencies which would result from such an audit. Further, at such time as we are required to comply with the internal controls requirements of Sarbanes Oxley, we may incur significant expenses in having our internal controls audited and in implementing any changes which are required.

Because of our cash requirements and potential government restrictions, we may be unable to pay dividends.

Payment of dividends to our shareholders would require payment of dividends by our PRC subsidiaries to us. This, in turn, would require a conversion of Renminbi into US dollars and repatriation of funds to the United States. Although our subsidiaries’ classification as wholly-owned foreign enterprises under PRC law permits them to declare dividends and repatriate their funds to us in the United States, any change in this status or the regulations permitting such repatriation could prevent them from doing so. Any inability to repatriate funds to us would in turn prevent payments of dividends to our shareholders.

Because we may be subject to the “penny stock” rules, you may have difficulty in selling our common stock.

Because our stock price is less than $5.00 per share, our stock may be subject to the SEC’s penny stock rules, which impose additional sales practice requirements and restrictions on broker-dealers that sell our stock to persons other than established customers and institutional accredited investors. The application of these rules may affect the ability of broker-dealers to sell our common stock and may affect your ability to sell any common stock you may own.

According to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

·      Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

·      Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

·      “Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

·      Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

·      The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

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As an issuer of “penny stock” the protection provided by the federal securities laws relating to forward looking statements does not apply to us.

Although the federal securities law provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, if we are a penny stock we will not have the benefit of this safe harbor protection in the event of any based upon an claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.

Our stock price may be affected by our failure to meet projections and estimates of earnings developed either by us or by independent securities analysts.

Although we do not make projections relating to our future operating results, our operating results may fall below the expectations of securities analysts and investors. In this event, the market price of our common stock would likely be materially adversely affected.

The volatility of and limited trading market in our common stock may make it difficult for you to sell our common stock for a positive return on your investment.

The public market for our common stock has historically been very limited. Over the last two years, the market price for our common stock has not been traded. Any future market price for our shares is likely to be very volatile. Further, our common stock is not actively traded, which may amplify the volatility of our stock. These factors may make it more difficult for you to sell shares of common stock.

The registration and potential sale, either pursuant to a prospectus or pursuant to Rule 144, by certain of our selling stockholders of a significant number of shares could encourage short sales by third parties.

There may be significant downward pressure on our stock price caused by the sale or potential sale of a significant number of shares by certain of our selling stockholders pursuant to this prospectus, which could allow short sellers of our stock an opportunity to take advantage of any decrease in the value of our stock. The presence of short sellers in our common stock may further depress the price of our common stock.

If the selling stockholders sell a significant number of shares of common stock, the market price of our common stock may decline. Furthermore, the sale or potential sale of the offered shares pursuant to a prospectus and the depressive effect of such sales or potential sales could make it difficult for us to raise funds from other sources.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this document. The following discussion contains forward-looking statements. MYL Business is referred to herein as “we”, “us”, “our”, or the “Company.” The words or phrases “would be,” “will allow,” “expect to”, “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” or similar expressions are intended to identify forward-looking statements. Such statements include, among others, those statements concerning our expected financial performance, our corporate strategy and operational plans. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties, including, among others: (a) those risks and uncertainties related to general economic conditions in China, including regulatory factors that may affect such economic conditions; (b) whether we are able to manage our planned growth efficiently and operate profitable operations, including whether our management will be able to identify, hire, train, retain, motivate and manage required personnel or that management will be able to successfully manage and exploit existing and potential market opportunities; (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations; and (d) whether we are able to successfully fulfill our primary requirements for cash which are explained below under “Liquidity and Capital Resources”. Unless otherwise required by applicable law, we do not undertake, and we specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or any other circumstances after the date of such statement unless required by law. For additional information regarding these risks and uncertainties, see “Risk Factors”. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. In addition, our consolidated financial statements and the financial data included in this document reflect the Merger and have been prepared as if our current corporate structure had been in place throughout the relevant periods.

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We mainly operate through MYL Business.  We are a fast-growing executive education company in China, we operate comprehensive training programs through our controlled companies and subsidiaries in Hangzhou and Shanghai, two prosperous and commercial cities of China. We provide Chinese business executives with systematic training in leadership development. We also provide highly effective personal skill development programs, such as, decision making skills, negotiation skills, presentation skills and people skills. Such practical skills development programs have been well accepted by increasing number of Chinese entrepreneurs, business executives and corporation senior management.

Our open-enrollment training programs include our proprietary training courses and featured lectures. Our proprietary training courses include one package of 7 courses for CEO and C-Level managers, as well as 21 leadership and personal development courses, which are on the topic of management skills, negotiation skills, leadership skills, public speaking skills, etc.  Featured Lectures are delivered by world masters invited by us.  Those World Masters are experts or well-known speakers in each relevant field.  Lectures are delivered to a large audience. MYL Business’s network of speaking professionals is a leading platform in China at inspiring audiences to new levels of motivation and commitment.

Since the formal launching of our operation in April 2009, we have provided our training programs to 2,874 of Chinese business owners and executives. They come from different provinces and from different industries. And they also represent different sizes of business.  Some of our top corporation clients have multi-million dollars of sales, such as, Tieniu Group, Jiangsu Shenhua Real Estate Co.,Ltd., Beijing Holliland Enterprise Investment Management Co., Ltd., WanLong Ski Resort, Shenzhen Baoan Fenda Industrial Co., Ltd. and so on

Top Five Clients	Enrollment Fee Paid
Tieniu Group	$940,849.19
Jiangsu Shenhua Real Estate Co.,Ltd.	$341,712.44
Beijing Holliland Enterprise Investment Management Co.,Ltd.	$242,108.34
WanLong Ski Resort	$188,978.03
Shenzhen Baoan Fenda Industrial Co., Ltd.	$93,844.8

In year 2009 with 9 months of operation, we have generated RMB 62.44 million (approximately USD 9.14 million) in revenue and RMB 25.09 million (approximately USD 3.31 million) of net profit. Both client base and sales have experienced continuous growth from month to month.

Our Industry

We operate in China’s professional training industry, which is one of the fastest growing sectors in China’s education industry. According to the China Education Yearbook, China’s total educational expenditures were approximately RMB1, 214.8 billion in 2007 (approximately $178.6 billion), representing a compound annual growth rate, or CAGR, of approximately 15.4%, since 2000, as illustrated in the following chart. The school system run by the State and local government accounts for over 60% of the funding and expenditure.

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Annual Education Expenditure of China

  RMB Billion

According to the Report of Investment Analysis and Prospect of China Training Industry 2010-2015, as of the end of 2007, the estimated size of the vocational training and professional training market was around RMB 300 billion (approximately USD 44 billion). And as one of the major segments of the professional training industry, China’s executive training has emerged and grown rapidly in the last few years.  The market was estimated with a size about RMB 2 billion (approximately $294 million) in 2002; then was increased to over RMB 16 billion (approximately 2.35 billion) in 2004, and jumped to RMB 30 billion (approximately $4.41 billion) in 2006.

China’s professional training industry has also been further divided in more sub-segments, such as, career development training, foreign language training, technique and skills training, and executive training. As Chinese companies and working force confront competition in the global market, the needs for steady improvement of the skills and efficiency on different levels will stimulate continuing growth in demand for specialized professional education services in different fields.

Executive training is a special business segment. The target clients for executive training business are corporation executives, C-level managers and private business owners. The training programs mainly include leadership development, corporation strategy, decision making and other personal skill development. China’s executive education sector is characterized with the following nature:

·   Young and in early development stage. In comparison with other professional training segments, China’s executive training industry is young and just has 10 years history. It was first introduced by foreign education institute to top Chinese business schools in late 1990s, then expanded to the private sector with many active participants.

·   Strong market demand. Driven by the booming Chinese economy and spirit of entrepreneurism in the private business sector,  demand for open-enrollment and easy access high-level education program from more than 6 million of  Chinese private business owners and over 10 million business executives in China is strong.

·   Fragmented market. Because low entry barrier, now there are thousands of executive training providers in China. There is no dominant player in the national market yet.  According to the study conducted by China Investment & Industry Research Center, there were more than 70,000 training companies nationwide, of which more than 10,000 located in Beijing and Shanghai, but quite few of them have generated RMB 10 million or more of sales revenue annually.

Factors Affecting Our Results of Operation

The increase in our operating results was attributable to a number of factors, which include the strong market demand for quality executive training programs in China, and our effective execution of our business formation plan in Hangzhou and Shanghai, We believe that our business model and quick establishment in the target market have given us a considerable advantage over our competitors.  We expect our business will continue its growth in the years to come, and our future growth will depend primarily on the following factors:

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Increasing Domestic Spending in Executive Training in China

The demand for our training program is directly related to the training spending in China. The increase in training spending is largely determined by the economic conditions in our country. According to the data released by National Bureau of Statistics of China on January 21, 2010, China’s economy has expanded by 8.7% in 2009, and its annual growth rate has been in the range of 8% to 13% in the recent decade. We believe, the fast growing economy is going to generate more demand for professional training, including business executive training programs. We expect the training spending in China will maintain its double-digit growth in the years to come.  However, we cannot give you any assurance that post growth will continue or stay the same.

Increasing Numbers of Private Businesses

According to the Report of Investment Analysis and Prospect of China Training Industry 2010-2015 by China Investment & Industry Research Center in January 2010, there were approximately 31.5 million of small and middle-sized business in China in 2006, increased by 11.2% compared to 2005, and in the coming three years, the number of small and middle-sized company is expected to keep growing at annual growth rate of 7%-8%. It is estimated that by 2012, the number of small and middle-sized company will reach approximately 50 million. The business owners and executives are eager to improve their skills of management, leadership, marketing, negotiating and investment skills.

Promotion of Our Brand Name to Attract More Clients Cross the Country

We plan to promote our brand name, Magic Your Life TM in China. We believe that the enhancement of public awareness to our brand name will help to broaden our client base all over China.

Network with and Retain More Masters

Since Featured Lectures are one of the major revenue generating venues for us, we need to expand business networking and retain more top talents to our lecturer and guest speaker team.  In 2010, we intend to host more Featured Lectures or large session of events to attract more enrollments and sell our programs to more clients.

New Training Program Offer for the Rich 2nd Generation

As China become the country with the 2nd largest number of billionaires and super-rich people. The inheritance of the wealth and business has become a big concern to the Country and the families. We intend to develop and launch our special training programs for the children of the most affluent Chinese. The program will help this specific group of clients to improve their business management skills and personal skills.  We believe that this business initiative will help to further expand our business in the following years.

Intellectual Property

MYL Business has officially filed with the respective trademark offices in the PRC, Hong Kong, and the US the application for registration of   (FORBOSS Business Mentor Group) as registered trademark. Such application is subject to review and authorization by the respective trademark offices. In Hong Kong, the said application is pending as it has been challenged by third parties. Ms. Chiayeh LIN, one of the management of MYL, has officially filed with the trademark office of the PRC the application for registration of   (Magic You Life) as registered trademark, Such application is subject to review and authorization by the trademark office of the PRC.

Mr. Kaien Liang, our Chairman and controlling shareholder of MYL, is the writer of his books Who is The Next Magic and Never Say Impossible, which sell in thousands. Meanwhile, Mr. Pokai Hsu, is the writer of How to be No.1 in China.

Marketing

We market our executive training service directly to business executives. As of December 31, 2009, we had 220 sales and marketing personnel. Our sales team generates sales and sales leads through tele-marketing campaign, mass-mailing campaign, and business referrals. We also market our training program by organizing or sponsoring business seminars or other social and business events.

We will further increase the size of our sales and marketing team as we continuously grow our business and add more training programs.

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Employees

MYL Business currently has around 274  full-time employees as of December 31, 2009, including 10 in research and development, 19 in administration and HR department, 8 in financial department, 12 in customer service department, 5 in network department and 220 in sales and marketing.

Growth Strategy

We intend to grow our business by pursuing the following:

Increase our market coverage. We expect to increase our market coverage through extensive tele-marketing campaign and mass mailing. We also intend to establish and expand our sales agent network in inland provinces.  We believe there are many untouched opportunities there.

Expand course offerings.  We intend to expand our executive training program by adding more courses, such as, Effective Corporation Finance Management, Strategic Investment, and Capital Market Operation, etc. We also intend to add our course offerings to the 2nd generation of the affluent families.

Pursue strategic acquisitions.  During recent years, we have made strategic acquisitions to expand into other C-level management training segment, which has much big potential client base. We also seek acquisition opportunities in other major commercial centers to expand our business presence.

Strengthen our international network. We intend to establish strategic alliances with major international executive training and leadership development institutions.  Leveraging their capacity and bringing them to our classes will generate more value to our clients.  We also seek the opportunity of business cooperation with major international education institutions and develop some jointly operated programs.

Management Discussion and Analysis of Results of Operation

Operation Results for the Fiscal Year Ended December 31, 2009

Revenue

We have an operating history of less than one year, having started operation in April, 2009.  The following table sets forth information from our statements of operations for the nine months ended December 31, 2009, in dollars

	Revenue
Our Proprietary Training Courses	US$ 4,649,105
Featured Lectures	US$ 4,491,061
Total Revenue	US$ 9,140,166

During the period ended December 31, 2009, we had revenues of $ 9,140,166

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Cost of Revenue

During the period  ended December 31, 2009, our cost of revenue was $2,861,710

Selling, General and Administrative Expenses

Selling, general and administrative expenses, totaled $975,108  during the period ended December 31, 2009

Interest Expense

Interest expense  was  $ nil  during the period ended December 31, 2009.

Net Income Attributable to SLM

As a result of the factors described above, we had net income attributable to SLMin the amount of $ 3,307,048 during the period ended December 31, 2009

Comprehensive Income

Our business operates primarily in Chinese Renminbi (“RMB”), but we report our results in U.S. Dollars. The conversion of our accounts from RMB to U.S. Dollars results in translation adjustments. As a result of a currency translation adjustment gain, our comprehensive income was $1,591  during the period ended December 31, 2009.

Liquidity and Capital Resources

Presently, our principal sources of liquidity were generated from our operations.  As of December 31, 2009, we were able to generate $ 3,307,048  of net income attributable to SLM and our operating have produced a positive cash flow of $ 6,381,770 for the  period ended December 31, 2009.  Based on our current operating plan, we believe that our existing resources, including cash generated from operations, will be sufficient to meet our working capital requirement for our current operations. In order to fully implement our business plan and continue our growth, however, we will require additional capital either from our shareholders or from outside sources.

Operating Activities

Cash provided by operating activities totaled $6,478,315 for the period ended December 31, 2009

Investing Activities

Cash used in investing activities was $ 186,008 for acquiring fixed asset and property use right for the period ended December 31, 2009

Financing Activities

The Company has raised $87,871 by issuing equity stock to its founder. And the Company has not raised any money through debt instrument in 2009. Therefore, the cash provided from financing activities for the period ended December 31, 2009 is $87,871.

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Properties

All land in the PRC is owned by the government and cannot be sold to any individual or entity. Instead, the government grants or allocates landholders a "land use right," which we sometimes refer to informally as land ownership. There are four methods to acquire land use rights in the PRC: (1) grant of the right to use land; (2) assignment of the right to use land; (3) lease of the right to use land; and (4) allocated land use rights In comparison with Western common law concepts, granted land use rights are similar to life estates and allocated land use rights are in some ways similar to leaseholds. Granted land use rights are provided by the government in exchange for a grant fee, and carry the rights to pledge, mortgage, lease, and transfer within the term of the grant. Land is granted for a fixed term, generally 70 years for residential use, 50 years for industrial use, and 40 years for commercial and other use. The term is renewable in theory. Unlike the typical case in Western nations, granted land must be used for the specific purpose for which it was granted.  Allocated land use rights are generally provided by the government for an indefinite period (usually to state-owned entities) and cannot be pledged, mortgaged, leased, or transferred by the user. Allocated land can be reclaimed by the government at any time. Allocated land use rights may be converted into granted land use rights upon the payment of a grant fee to the government.

MYL Business operates in two offices, one of which is located at Room 307, Hualong Business Building, 110 Moganshan Road, Gongshu District, Hangzhou, China. This office consists of approximately 517 square feet which we leased from Ms. Weili Yan and Mr.  Xiaowei Zhu for $ 4,878 a year. The agreement will be renewed every year. The other office is located in Cimic Square, 800 Shangcheng Road, Pudong Mew District, Shanghai, China. This office consists of approximately 17,018 square feet which we leased from Shanghai Shengkang Cimic Realty Investment Co.,Ltd for $ 278,817 a year. The agreement will be renewed every other year.

MYL Business holds the Certificate of Ownership of property of the People’s Republic of China, which indicates:

Certificate No.	Location	Purpose	Area (sq.m.)	Registration date
F.Q.Z.K.Z.No. A94134	1-12-2 Building No.56, Haiyi Residential Quarters, Dalian Economic & Technology Development Zone	Residential	72.03	October 13, 2009

*Under the law of the PRC, the registered owner to the property shall be deemed the legal and beneficial owner thereof. Therefore, MYL Business lawfully owns the said apartment.

Executive Compensation

None of the individuals who served as officers of the Company during the past  period  will remain an officer or director of the Company after the merger.

The following table sets forth all compensation paid or accrued by MYL Business to the individuals who will become the officers and directors of the Company for services rendered during fiscal year 2009. The compensation comprises base salary and bonus.

Summary Compensation Table

Name and Principal Position Year Salary ($)(1) Bonus ($)(2) Nonequity Incentive Plan Compensation ($) All Other Compensation ($) Total ($)

Kaien LIANG	2009	11,713		-	-	11,713
Chief Executive Officer and				-	-
Chairman of the Board
Pokai HSU	2009	9,370		-	-	9,370
Chief Operation Officer				-	-
Tingyuan CHEN	2009	9,370	-	-	-	9,370
Chief Strategy Officer			-	-	-
Zhiwei HUANG	2009	8785		-	-	8,785
Chief Financial Officer		-	-	-	-	-

(1) The Company pays salaries in RMB to all executive officers and directors of the board every month. The RMB amount is translated into USD when the Company files SEC documents. The exchange rates used were the average rates of 2009, i.e. 6.83.

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Employment Agreements

 MYL Business has signed with its officers the employment agreements of indefinite term, which implies that such employment will remain until the occurrence of the statutory conditions on revocation or termination of the employment agreements. Their monthly salaries vary from RMB 8,000 to RMB 10,000.

 MYL Business has signed with its regular employees, mainly administrative staff, the employment agreements of indefinite term, which implies that such employment will remain until the occurrence of the statutory conditions on revocation or termination of the employment agreements. Their monthly salaries consist of the basic salary of RMB 1,500 plus bonus.

 Additionally, MYL Business has retained the service of leased employees, mainly salesmen, from Zhejiang Foreign Service Corporation Ningbo Branch (“ZFS”), under which the ZFS shall lease its employees to MYL Business while MYL Business shall pay the fees on such leased employment, consisting of the service fees for ZFS at the monthly rate of RMB 70 every leased employee, as well as the social insurance fees relevant to and the pay for the leased employees.

Security Ownership of Certain Beneficial Owners and Management

 Upon completion of the Merger and Splitoff, there were 22,000,000 shares of the Company’s common stock issued and outstanding.

 The following table sets forth information known to us with respect to the beneficial ownership of our common stock as of February 12, 2010 by the following:

§   each shareholder who beneficially owns more than 5% of our common;

§   each of our named executive officers;

§   Each of our directors; and

§   Executive officers and directors as a group.

 Beneficial ownership is determined in accordance with the rules of the SEC, which deem a person to beneficially own any shares the person has or shares voting or dispositive power over and any additional shares obtainable within 60 days through the exercise of options, warrants or other purchase rights. Shares of our common stock subject to options, warrants or other rights to purchase that are currently exercisable or are exercisable within 60 days of February 12, 2010 (including shares subject to restrictions that lapse within 60 days of February 12, 2010) are deemed outstanding for purposes of computing the percentage ownership of the person holding such shares, options, warrants or other rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, each person possesses sole voting and investment power with respect to the shares identified as beneficially owned.

Name  and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership			Percentage of Class
Kaien LIANG		17,600,000	(1)		80	%
Pokai HSU		1,760,000			8	%
Tingyuan CHEN		1,100,000		5		%
All such directors and executive officers as a group (3 persons)		20,460,000		93		%
Five Percent Shareholders (other than directors and named executive officers)

(1)           All shares are owned beneficially through Magic Dream Enterprises Ltd. Except as otherwise noted, each shareholder’s address is c/o Hangzhou MYL Business Administration Consulting Co., Ltd., Room 307, Hualong Business Building, 110 Moganshan Rd., Gongshu District, Hangzhou, China.

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Critical Accounting Policies and Estimates

 The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting periods. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In the Company's opinion, the consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to make the financial position of the Company and the results of operations and cash flows not misleading. Critical accounting policies are those that require the application of management's most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. In preparing the financial statements, the Company utilized available information, including its past history, industry standards and the current economic environment, among other factors, in forming the Company's estimates and judgments, giving due consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of the Company's results of operations to those of companies in similar businesses. We believe that of the Company's significant accounting policies, the following may involve a higher degree of judgment and estimation.

Principles of Consolidation

 The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, as well as controlled consolidated affiliates. All inter-company transactions and balances were eliminated.

Foreign Currency

The Company's principal country of operations is in The People's Republic of China ("PRC"). The financial position and results of operations of the Company are determined using the local currency ("RMB") as the functional currency. The results of operations denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rate of exchange in effect at that date. The registered equity capital denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. All translation adjustments arising from the translation of the financial statements into the reporting currency ("US Dollars") are included as a separate component within shareholders' equity as "Accumulated Other Comprehensive Income". Translation adjustments for the period beginning from April 23, 2009 to December 31, 2009 totaled $ 1,591 . As of December 31, 2009 , the exchange rate was 6.8282RMB per U.S. Dollar and average exchange rate for the operating year 2009 was 6.8314 RMB per U.S. Dollar.

Revenue recognition

The Company's revenue recognition policies are in compliance with Staff Accounting Bulletin ("SAB") 104. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Revenues consist of the invoice value of the sale of goods net of sales returns and allowances.

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Taxation

 Income taxes are provided in accordance with the FASB Accounting Standards Classification. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

 Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109 “Accounting for Income Taxes” as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. Income taxes are accounted for under the asset and liability method.  Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating losses.  Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The ultimate realization of deferred tax assets is entirely dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.  Management considers the scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

Recently Issued Accounting Pronouncements

 In September 2006, FASB issued SFAS No. 157. Effective June 1, 2008, the Group adopted the measurement and disclosure other than those requirements related to nonfinancial assets and liabilities in accordance with guidance from FASB Staff Position (“FSP”) 157-2, “Effective Date of FASB Statement No. 157,” which delayed the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal year beginning after November 15, 2008. The Group does not expect the adoption of SFAS No. 157 for nonfinancial assets and liabilities will have a significant effect on the Group’s consolidated financial position or results of operations or cash flows.

 In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combination”. This standard replaces SFAS No. 141, “Business Combination”. The standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. SFAS No. 141R applies prospectively to business combinations with acquisition dates on or after the beginning of the first annual reporting period on or after December 15, 2008. An entity may not apply SFAS No. 141R before that date. The Group does not expect that the adoption of SFAS No. 141(R) would have a significant effect on its consolidated financial position or results of operations or cash flows

 In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements” to improves the relevance, comparability, and transparency of financial information provided to investors by requiring all entities to report non-controlling (minority) interests in subsidiaries in the same way as required in the consolidated financial statements. Moreover, SFAS No. 160 eliminates the diversity that currently exists in accounting for transactions between an entity and non-controlling interests by requiring they be treated as equity transaction. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The Group’s adoption of SFAS 160 did not have a material effect on its consolidated financial position or results of operations, other than the expected reclassification of minority interests to shareholder’s equity on June 1, 2009.

 In March 2008, The FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities”. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Group is currently evaluating whether the adoption of SFAS No. 161 will have a significant effect on its consolidated financial position, results of operations or cash flows.

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 In April 2008, the FASB issued FSP FAS142-3, “Determination of the Useful Life of Intangible Assets”. This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets”. This FSP is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The guidance for determining the useful life of a recognized intangible asset in this FSP shall be applied prospectively to intangible assets acquired after the effective date. The Company is currently evaluating whether the adoption of FSP 142-3 will have a significant effect on its consolidated financial position or results of operations or cash flows.

 At the November 24, 2008 meeting, the FASB ratified the consensus reached by the Task Force in Issue (“EITF”) No. 08-6, “Equity Method Investment Accounting Considerations”. Because of the significant changes to the guidance on subsidiary acquisitions and subsidiary equity transactions and the increased use of fair value measurements as a result of SFAS No. 141R and SFAS No. 160, questions have arisen regarding the application of that accounting guidance to equity method investments. EITF 08-6 provides guidance for entities that acquire or hold investments accounted for under the equity method. This issue is effective for transactions occurring in fiscal years and interim periods beginning on or after December 15, 2008. Early adoption is not permitted. The Company is currently evaluating whether the adoption of EITF 08-6 will have a significant effect on its consolidated financial position or results of operations or cash flows.

 On April 1, 2009, the FASB issued a FSP No. 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies”. This FSP amends and clarifies SFAS 141(R) to address application issues on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. FSP FAS 141(R)-1 shall be effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Group does not expect that the adoption of FSP FAS 141(R)-1 would have a significant effect on its consolidated financial position or results of operations or cash flows.

 On June 12, 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assets (“SFAS No. 166”). SFAS No. 166 amends the de-recognition guidance in Statement 140 and eliminates the exemption from consolidation for qualifying special-purpose entities (QSPEs). As a result, a transferor will need to evaluate all existing QSPEs to determine whether they must now be consolidated in accordance with Statement 167. Statement 166 is effective is for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009. The Group is currently evaluating whether the adoption of SFAS No. 166 may have on its consolidated financial position or results of operations or cash flows.

 On June 12, 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS 167”). SFAS No. 167 amends the consolidation guidance applicable to variable interest entities. The amendments will significantly affect the overall consolidation analysis under Interpretation 46(R). While the Board’s discussion leading up to the issuance of Statement 167 focused extensively on structured finance entities, the amendments to the consolidation guidance affect all entities and enterprises currently within the scope of Interpretations 46(R), as well as QSPEs that are currently excluded from the scope of Interpretation 46(R). The Statement is effective as of the beginning of the first fiscal year that begins after November 15, 2009. The Group is currently evaluating whether the adoption of SFAS No. 167 may have on its consolidated financial position or results of operations or cash flows.

Off-Balance Sheet Arrangements

 None.

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Controls and Procedures

 The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, or the Exchange Act. This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. The Company's management, including its chief executive officer and chief financial officer, have evaluated the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Company's principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report. There were no changes to the Company's internal control over financial reporting during its last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Audit Committee Financial Expert

 Our board of directors currently acts as our audit committee. Because we only recently executed the share exchange and the private placement, our Board of Directors is still in the process of finding an "audit committee financial expert" as defined in Regulation S-K and directors that are "independent" as that term is used in Section 10A of the Securities Exchange Act.

Audit Committee

 We have not yet appointed an audit committee. At the present time, we believe that the members of Board of Directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We do, however, recognize the importance of good corporate governance and intend to appoint an audit committee comprised entirely of independent directors, including at least one financial expert, in the near future.

Compensation Committee

 We do not presently have a compensation committee. Our board of directors currently acts as our compensation committee.

Nominating Committee

 We do not presently have a nominating committee. Our board of directors currently acts as our nominating committee. We are in search for qualified independent board members to staff this committee.

Section 16(a) beneficial reporting compliance

 Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the rules issued thereunder, our directors and executive officers and any persons holding more than 10% of our common stock are required to file with the SEC reports of their initial ownership of our common stock and any changes in ownership of such common stock. Copies of such reports are required to be furnished to us. We are not aware of any instances in fiscal year ended December 31, 2009 when an executive officer, director or any owner of more than 10% of the outstanding shares of our common stock failed to comply with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934.

Code of Ethics

 We do not currently have a Code of Ethics applicable to our principal executive, financial or accounting officer and are in the process of adopting such a code.

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RELATED PARTY TRANSACTIONS

Agreements Among Us, Hangzhou MYL Business Administration Consulting Co., Ltd., Hangzhou MYL Commercial Service Co., Ltd. and Its Subsidiaries

We have entered into a series of contractual arrangements with Hangzhou MYL Commercial Service Co., Ltd and its subsidiaries, including contracts relating to the provision of services and certain shareholder rights and corporate governance matters.

The following is a summary of the material provisions of these agreements. For more complete information you should read these agreements in their entirety which are attached to this Form 8-K as exhibits.

Transfer of Ownership When Permitted by Law

Pursuant to the call option agreement by and among  MYL Business, MYL Commercial, MYL Commercial’s shareholders and subsidiaries dated as of May 1, 2009, each of MYL Commercial, MYL Commercial’s shareholders has granted MYL Business or its designee an exclusive option to purchase all or part of their equity interests in MYL Commercial and its subsidiaries, or all or part of the assets of MYL Commercial, in each case, at any time determined by MYL Business and to the extent permitted by PRC law.

Voting Arrangement

Pursuant to the voting rights proxy agreement by and among MYL Business , MYL Commercial, MYL Commercial’s shareholders and subsidiaries dated as of May 1, 2009, the shareholders of MYL Commercial and its subsidiaries have granted the personnel designated by MYL Business the right to appoint directors and senior management of MYL Commercial and its subsidiaries and to exercise all of their other voting rights as shareholders of MYL Commercial and its subsidiaries, as the case may be, as provided under the articles of association of each such entity. Under the voting rights proxy agreement, there are no restrictions on the number, to the extent allowed under the respective articles of association of MYL Commercial and its subsidiaries, or identity of those persons we can appoint as directors and officers.

Equity Pledge Agreement

Pursuant to the equity pledge agreement by and among MYL Business, MYL Commercial, MYL Commercial’s shareholders and subsidiaries, dated as of May 1, 2009, each of shareholders has pledged his or its equity interest in MYL Commercial  and its subsidiaries, as the case may be, to MYL Business to secure their obligations under the relevant contractual control agreements to which each is a party, including but not limited to, the obligations of MYL Commercial and its subsidiaries under the exclusive services agreement, call option agreement and voting rights proxy agreement entered into with MYL Business . Under this equity pledge agreement, shareholders have agreed not to transfer, assign, pledge or otherwise dispose of their interest in MYL Commercial or its subsidiaries, as the case may be, without the prior written consent of MYL Business.

Exclusive Services Agreement

Pursuant to the exclusive services agreement by and among MYL Business, MYL Commercial, and its subsidiaries, dated May 1, 2009, MYL Commercial and its subsidiaries irrevocably entrust to MYL Business the right of management and operation of MYL Commercial and its subsidiaries and the responsibilities and authorities of their shareholders and directors of MYL Commercial Subsidiaries. The service fee to be paid by MYL Commercial and its subsidiaries shall equal to 95% of their total income which can be waived by MYL Business from time to time in its sole discretion

DESCRIPTION OF SECURITIES

The Board of Directors of the Company is authorized to issue:

75,000,000 shares of Common Stock, $ 0.001 par value per share, of which 6,510,000shares were outstanding before the Merger;

30

Common Stock.  The Company's Certificate of Incorporation authorizes the issuance of 75,000,000 shares of common stock, $0.001 par value per share. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of shares of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion, from funds legally available therefore. In the event of a liquidation, dissolution, or winding up of the Company, the holders of shares of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. Holders of common stock have no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to such shares. Delaware law does not have any anti-takeover provision that would delay or prevent a change in control.

MARKET PRICE AND DIVIDENDS ON COMMON EQUITY AND OTHER SHAREHOLDER MATTERS

Information regarding the market price of the Company’s common equity, payment of dividends, and other shareholder matters is set forth in is set forth under market for Common Equity and Related Stockholder Matter of  the Company’s Form S-1 registration statement, which was filed with the Securities and Exchange Commission on and went effective August 21, 2009 .

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.  We are currently not a party to any legal proceeding and are not aware of any legal claims that we believe will have a material adverse affect on our business, financial condition or operating results.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Articles and By-Laws of the Company have no specific provisions to allow for the indemnification of the officer and director in regard to his carrying out the duties of his offices. Indemnification of directors and officers is as provided by the General Nevada Statutes. In the event that a claim for indemnification against such liabilities is asserted by our director, officer, or other controlling person in connection with the securities registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.

Item 3.02   Unregistered Sale of Equity Securities

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 3.03    Material Modification to Rights of Security holders

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 4.01    Changes in Registrant’s Certifying Accountant

On February 12, 2010, the Company’s Board of Directors approved the change of its principal independent accountants. On such date, George Stewart, CPA was dismissed from serving as the Company’s principal independent accountants and on the same day, Stan Jeong-Ha Lee, CPA was engaged as the Company’s new principal independent accountants.

The Dismissal of George Stewart, CPA

George Stewart, CPA was the independent registered public accounting firm for the Company from May 9, 2008 to February 12, 2010. None of George Stewart, CPA’s reports on the Company’s financial statements, including its reports on the Company’s most recent fiscal year ended April 30, 2009 contained an adverse opinion or disclaimer of opinion or was qualified or modified as to uncertainty, audit scope, or accounting principles.

31

During the Company’s  most recent fiscal year  ended April 30, 2009   and through the dismissal date of February 12, 2010, there were no disagreements with George Stewart, CPA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of George Stewart, CPA, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. None of the reportable events set forth in Item 304(a)(1)(v) of Regulation S-K occurred during the period in which George Stewart, CPA served as the Company’s principal independent accountants.

In accordance with Item 304(a)(3), the Company has provided George Stewart, CPA with a copy of this disclosure and has requested that George Stewart, CPA furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements, and if not, stating the respects in which it does not agree. A copy of the letter from George Stewart, CPA addressed to the U.S. Securities and Exchange Commission is filed as Exhibit 16.1 to this 8-K Report.

The Engagement of Stan Jeong-Ha Lee, CPA

Prior to February 12, 2010, the date that Stan Jeong-Ha Lee, CPA was retained as the principal independent accountants of the Company:

(1)           The Company did not consult Stan Jeong-Ha Lee, CPA regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Company’s financial statements;

(2)           Neither a written report nor oral advice was provided to the Company by Stan Jeong-Ha Lee, CPA that they concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; and

(3)           The Company did not consult Stan Jeong-Ha Lee, CPA regarding any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or any of the reportable events set forth in Item 304(a)(1)(iv) of Regulation S-K.

Item 5.01    Changes in Control of Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Item 5.03   Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective immediately, the fiscal year of the Company shall be changed to end on December 31 from April 30

32

Item 5.06   Change in Shell Company Status

As a result of the consummation of the Merger described in Item 1.01 of this Current Report on Form 8-K, we believe that we are no longer a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

Item 9.01    Financial Statements and Exhibits

Financial Statements

	Page
Consolidated Financial Statements of Surmounting Limit Marketing Adviser Limited for the period beginning April 23, 2009 to December 31, 2009 (Audited)	F-2
Notes to Consolidated Financial Statements (Audited)	F-7

Exhibits

Exhibit No.	Description
3.1	Articles of Incorporation as filed with the Secretary of State of Nevada. Incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S-1 filed on August 21, 2009.
3.2	Bylaws. Incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S-1 filed on August 21, 2009.
10.1	Agreement and Plan of Merger dated February 12, 2010 among the Company and the shareholders of Magic Dream Enterprises Ltd. *
10.2	Exclusive Service Agreement *
10.3	Equity Pledge Agreement *
10.4	Call Option Agreement *
10.5	Shareholders’ Voting Rights Proxy Agreement *
10.6	Contract for Lease with Zhejiang Foreign Service Corporation Ningbo Branch *
10.7	Employment Contract with Kaien LIANG *
10.8	Employment Contract with Pokai HSU *
10.9	Employment Contract with Tingyuan CHEN *
10.10	Employment Contract with Shuiyuan HUNG *
10.11	Employment Contract with Chiayeh LIN *
10.12	Employment Contact with Zhiwei HUANG *
10.13	Employment Contact with Yan HAN *
10.14	Contract for Lease of Property with Weichao YAN, Xiaowei ZHU *
10.15	Contract for Lease of Property in Shanghai Prepared by Shanghai Administration for Property and Land Resource & Shanghai Administration for Industry and Commerce in November 2000 *
16.1	Consent from George Stewart, CPA dated February 12, 2010 *
16.2	Consent from Stan J.H. Lee CPA dated February 9, 2010 *

* Filed herewith.

** To be filed by amendment.

33

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 12, 2010

By:	/s/  Kaien Liang
	Name: Kaien Liang Title:   Chairman and Chief Executive Officer

34

EXHIBIT INDEX

Exhibit No.	Description
3.1	Articles of Incorporation as filed with the Secretary of State of Nevada. Incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S-1 filed on August 21, 2009.
3.2	Bylaws. Incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S-1 filed on August 21, 2009.
10.1	Agreement and Plan of Merger dated February 12, 2010 among the Company and the shareholders of Magic Dream Enterprises Ltd. *
10.2	Exclusive Service Agreement *
10.3	Equity Pledge Agreement *
10.4	Call Option Agreement *
10.5	Shareholders’ Voting Rights Proxy Agreement *
10.6	Contract for Lease with Zhejiang Foreign Service Corporation Ningbo Branch *
10.7	Employment Contract with Kaien LIANG *
10.8	Employment Contract with Pokai HSU *
10.9	Employment Contract with Tingyuan CHEN *
10.10	Employment Contract with Shuiyuan HUNG *
10.11	Employment Contract with Chiayeh LIN *
10.12	Employment Contact with Zhiwei HUANG *
10.13	Employment Contact with Yan HAN *
10.14	Contract for Lease of Property with Weichao YAN, Xiaowei ZHU *
10.15	Contract for Lease of Property in Shanghai Prepared by Shanghai Administration for Property and Land Resource & Shanghai Administration for Industry and Commerce in November 2000 *
16.1	Consent from George Stewart, CPA dated February 12, 2010 *
16.2	Consent from Stan J.H. Lee CPA dated February 9, 2010 *

* Filed herewith.

** To be filed by amendment.

35

SURMOUNTING LIMIT MARKETING ADVISER LIMITED

Consolidated Financial Statements

As of December 31, 2009 and for the Period from

April 23, 2009 ( Inception) to December 31, 2009

Financial Statements
Report of Independent Registered Public Accounting Firm	F-2
Statements of Financial Position	F-3
Statements of Operations	F-4
Statements of Stockholders’ Equity	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements	F-7
Schedule 1	F-17

F-1

Stan J.H. Lee, CPA

2160 North Central Rd.  Suite 203tFort Lee tNJ 07024

P.O. Box 436402 tSan Ysidro tCA 92143

619-623-7799 Fax 619-564-3408 E-mail) stan2u@gmail.com

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Management of

 Surmounting Limit Marketing Adviser Limited;

We have audited the accompanying balance sheets of Surmounting Limit Marketing Adviser Limited as of December 31, 2009 and the related statements of operations, changes in shareholders’ equity and cash flows for the period from April 23, 2009 ( its inception) to December 31, 2009. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Surmounting Limit Marketing Adviser Limited. as of  December 31, 2009 , and the results of their operations and its cash flows for the period then ended in conformity with U.S. generally accepted accounting principles.

/s/ Stan J.H. Lee, CPA

__________________________________

Stan J.H. Lee, CPA

January 29, 2010

Fort Lee, NJ 07024

F-2

SURMOUNTING LIMITED MARKETING ADVISER LIMITED

Consolidated Statements of Financial Position

ASSETS
		As of December 31			As of December 31
	NOTE	2009			2009
CURRENT ASSETS		(in USD)			(in RMB)
Cash	NOTE 2-g	$	6,381,770		¥	43,576,000
Accounts receivable			33,324			227,540
Prepaid accounts			731,365			4,993,904
Other current assets ( Deposits and advances)			1,008,565			6,886,683
TOTAL CURRENT ASSETS			8,155,024			55,684,127
Property and equipment - net of accumulated depreciation of $  7,134	NOTE 3		87,369			596,576
Real property rights held for investment			91,505			624,817
TOTAL OTHER ASSETS			178,874			1,221,393
TOTAL ASSETS		$	8,333,898		¥	56,905,520
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Minority Interest			(94,955	)		- ¥ 648,669
Commitments and Contingencies	NOTE 11
CURRENT LIABILITIES
Advance from customers	NOTE 4	$	3,628,810			24,778,237
Accrued wages and benefits			90,419			617,399
Corporation income and business taxes payable	NOTE 5		537,541			3,670,438
Other payables			592,788			4,047,675
TOTAL CURRENT LIABILITIES			4,849,558			33,113,749
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock	NOTE 6		87,871			600,000
Statutory reserve			358,026			2,445,822
Retained earnings			3,131,806			21,394,618
Other comprehensive loss - foreign currency translation	NOTE 8		1,591			-
			-
TOTAL STOCKHOLDERS' EQUITY			3,579,295			24,440,440
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	8,333,898		¥	56,905,520

The accompanying notes are an integral part of these consolidated financial statements.

F-3

SURMOUNTING LIMITED MARKETING ADVISER LIMITED

Consolidated Statements of Operations

		From inception			From inception
		( April 23,2009) to			( April 23,2009) to
		December 31			December 31
	NOTE	2009			2009
		(in USD)			(in RMB)
Revenue	NOTE 2-l& 10	$	9,140,166		¥	62,440,133
Less) Tax on operating income			(466,149	)		(3,184,447	)
TOTAL NET REVENUE			8,674,017			59,255,686
COST OF REVENUES			2,861,710			19,549,485
GROSS PROFIT			5,812,307			39,706,201
			-
OPERATING COSTS
Selling expenses			65,345			446,400
General and administrative expenses			902,629			6,166,220
Depreciation expense	NOTE 3		7,134			48,736
Total Operating Costs			975,108			6,661,356
OPERATING INCOME (LOSS)			4,837,199			33,044,845
OTHER INCOME & (EXPENSES)
Donation for earthquake relief			(146,383	)		(1,000,000	)
Non operating expense			(9,140	)		(62,440	)
Interest income			1,577			10,773
Total Other Income & (Expenses)			(153,946	)		(1,051,667	)
NET INCOME BEFORE INCOME TAX & BENEFIT			4,683,253			31,993,178
Current income taxes	NOTE 5		(1,193,421	)		(8,152,739	)
Minority interest, net of taxes			(182,784	)		(1,248,669	)
NET INCOME		$	3,307,048		¥	22,591,770
COMPREHENSIVE LOSS:
Unrealized foreign currency translation loss	NOTE 8		1,591			-
COMPREHENSIVE LOSS		$	3,308,639			22,591,770
EARNINGS PER SHARE - BASIC & DILUTED	NOTE 2-p	$	330.70			2,259
					¥
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING			10,000			10,000

The accompanying notes are an integral part of these consolidated financial statements.

F-4

SURMOUNTING LIMITED MARKETING ADVISER LIMITED

Consolidated Statements of Stockholders' Equity (Deficit)

in  USD
													Total
	Common Shares	Common Stock		Capital Surplus		Statutory Reserve		Retained Earnings			Other Item		Stockholders' Equity
Balance, April 23, 2009 ( Inception)		$	87,871	$	-				-			-	$	87,871
Net Income for the period									3,672,616					3,672,616
Minority Interest, net of changes									(182,784	)				(182,784	)
Transfer to statutory reserve							358,026		(358,026	)				-
														-
Foreign currency translation   adjustment												1,591		1,591
Balance, December 31, 2009		$	87,871	$	-		358,026	$	3,131,806		$	1,591	$	3,579,295
in RMB
													Total
	Common Shares	Common Stock		Capital Surplus				Retained Earnings			Other Item		Stockholders' Equity
Balance, April 23, 2009 ( Inception)		¥	600,000		-				-			-	¥	600,000
Net Income for the period									24,489,109					24,489,109
Minority interest, net of changes									(648,669	)				(648,669	)
Transfer to statutory reserve							2,445,822		(2,445,822	)				-
												-		-
Balance, December 31, 2009		¥	600,000		-	¥	2,445,822	¥	21,394,618		$	-	¥	24,440,440

The accompanying notes are an integral part of these consolidated financial statements.
 

F-5

SURMOUNTING LIMITED MARKETING ADVISER LIMITED

Consolidated Statements of Cash Flows

	From inception			From inception
	( April 23,2009) to			( April 23,2009) to
	December 31			December 31
	2009			2009
CASH FLOWS FROM OPERATING ACTIVITIES	in USD			in RMB
Net income ( including minority interest loss)	$	3,489,832		¥	23,840,440
Adjustments to reconcile net income to net cash provided by operating activities
Minority Interest		(94,955	)		(648,669	)
Depreciation of fixed assets		7,134			48,736
Decrease (increase) of accounts receivable		(33,324	)		(227,540	)
Decrease (increase) of prepaid accounts		(731,365	)		(4,993,904	)
Decrease (increase) of other current assets		(1,008,565	)		(6,886,683	)
Increase (decrease) of  advance from customers		3,628,810			24,778,237
Increase (decrease) of  accured wages		90,419			617,399
Increase (decrease) of  corporation income and business taxes payable		537,541			3,670,438
Increase (decrease) of  other payables		592,788			4,047,675
Net Cash Provided by (Used in) Operating Activities		6,478,315			44,246,129
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		(94,503	)		(645,312	)
Acquisition of real property rights held for investment		(91,505	)		(624,817	)
Net Cash Provided by (Used in) Investing Activities		(186,008	)		(1,270,129	)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash from issuance of common stock		87,871			600,000
Net Cash Provided by (Used in) Operating Activities		87,871			600,000
Effect of exchange rate on cash		1,591			0
Net Increase (Decrease) in Cash		6,381,770			43,576,000
Cash at Beginning of Year		-
Cash at End of Year	$	6,381,770		¥	43,576,000
Supplemental  Cash Flow Disclosures:
Cash paid during year for interest	$	-		¥	-
Cash paid during year for taxes	$	1,193,421		¥	8,152,739

The accompanying notes are an integral part of these consolidated financial statements.
 

F-6

Surmounting Limit Marketing Adviser Limited

Notes to Financial Statements

( in USD unless otherwise noted)

December 31, 2009

Note1. Organization and Nature of Business

Organization

Surmounting Limit Marketing Adviser Limited  ( the “Company”) was incorporated in Hong Kong under the Chapter 32 Companies Ordiance on October 17, 2007 as limited company. The Company has had no operation until it acquired Hangzhou MYL Business Adminstration Consulting Co. Ltd a People Republic of China ( “ PRC”) on April 23, 2009 through transfer of  shares to the Company.

Initial registered capital is $ 87,912 (600,000 RMB). The Company is wholly owned by Magic Dream Enterprises Ltd., incorporated in the British Virgin Islands as a BVI Business Company on March 26, 2009.

Nature of Business, Description of Services

The Company core business includes consulting on business administration, marketing strategy, designing of enterprise image, consulting on corporate investment and commerce, conference service, consulting on education information and professional training.

As of December 31, 2009, details of the Company’s subsidiaries and variable interest entity and its subsidiaries were as follows;

Name	Date of Incorporation or establishments	Place of incorporation	Percentage of ownership	Primary activities
Subsidiries of Surmounting Limit Marketing Adviser Limited
Most Wise Development Limited	October 8, 2009	Hong Kong	100%	Inactive
Hangzhou MYL Business Administration Co. Ltd	April 23, 2009	PRC Domestic	100%	Active - Training and consulting
Magic Yourlife Mentor Group Limited	December 2, 2009	Hong Kong	100%	Inactive
Top Creation International Investment Limited	October 5, 2009	Hong Kong	100%	Inactive
Top Wealth Capital Investment Limited	September 17, 2009	Hong Kong	100%	Inactive
Subsidiaries of Hangzhou MYL Business Administration Co. Ltd.
Shanghai MYL Consulting Co. Ltd.	September 4, 2009	PRC Domestic	100%	Inactive
Variable Interest Entities
Hangzhou MYL Commercial Service Co. Ltd.		PRC Domestic	100%	Active - Marketing and administration
Operating division of Hangzhou MYL Commercial Service Co. Ltd.
Hangzhou Gongshu MYL Training School		Unincorporated	100%	Inactive

 F-7

2.  Summary of Significant Accounting Policies

This summary of significant account policies of the Companyis presented to assist in understanding the Company's financial statements. The financial statements and the notes are the representation of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles ( “USGAAP”) and have been consistently applied in the preparation of the financial statements.

a) Consolidation of Variable Interest Entities (“VIE”)

Regulations of the PRC restrict direct foreign ownership of business entities providing educational services in the PRC where certain licenses are required. To comply with the PRC laws and regulations, the Company provides a significant portion of its services in China through its variable interest entity, Hangzhou MYL Commercial Service Co. Ltd., ( “ MYL Commercial” ) for which the Company is the primary beneficiary. The Company, through its wholly owned subsidiaries in China, has entered into exclusive technical and other services agreements with MYL Commercial  in May 2009, under which the Company provides technical and other services (the “Service Agreements”) to MYL Comercial  and its related entities in exchange for significantly all of the net income of MYL Commercial. As collateral to ensure MYL Commercial and its subsidiaries’ payments under the Service Agreements, the shareholders of MYL Commercial and its subsidiaries, through an equity pledge agreement dated May 2009, pledged all of their rights and interests in MYL Commercial and its subsidiaries, including voting rights and dividend rights, to the Company. In addition, the shareholders of MYL Commercial , through an exclusive option agreement, granted to the Company an exclusive, irrevocable and unconditional right to purchase part or all of the equity interests in MYL Commercial and its subsidiaries when the purchase becomes permissible under the relevant PRC Law.

Through the contractual agreements described above, MYL Commerical is a variable interest entity in accordance with Financial Accounting Standard Board (“FASB”) Interpretation No. 46 (revised) “Consolidation of Variable Interest Entities—an Interpretation of ARB No. 51” (“FIN 46R”) because the equity owners (1) lack the right to receive the expected residual returns of MYL Commercial and its subsidiaries, (2) lack the ability to make decisions about MYL Comemrcial and its subsidiaries’ activities that have a significant effect on their success, and (3) substantially all of MYL Commercial and its subsidiaries’ businesses are conducted on behalf of the Company. The Company is the primary beneficiary of MYL Commercial  because it holds all the variable interests in MYL Commercial. As a result, the accounts and operations of MYL Comemrcial and its subsidiaries are included in the accompanying consolidated financial statements effective as of the date of the above agreements. Because the Company and MYL Commercial  are under common control by the same shareholder group, MYL Commercial and its subsidiaries are accounted for as common control transfer and are consolidated on a carryover basis.

b) Basis of Presentation and Consolidation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is December 31. The consolidated financial statements include the financial statements of the Company, its wholly owned subsidiaries and its variable interest entity, Hangzhou MYL Commercial Service Co. Ltd. And its operating division. All inter-company transactions and balances have been eliminated upon consolidation.

F-8

c) Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  The Company regularly evaluates estimates and assumptions related to useful life and recoverability of long-lived assets, donated expenses, and deferred income tax valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

d) Reclassification

It is the Company’s accounting policy that certain account reclassifications are made to the financial statements of the prior year in order to conform to classifications used in the current year. These changes had no impact on previously stated financial statements of the Company.

e) Comprehensive Income (Loss)

SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2009, the Company’s only component of comprehensive income consisted of foreign currency translation adjustments.

f) Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

g) Concentration of Credit Risks

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash.  The Company places its cash with high credit quality financial institutions in China.  The Company has not experienced any losses in such bank accounts through December 31, 2009.  At December 31, 2009,   our bank deposits were as follows:

Country	12/31/2009
China	$	6,381,770
Total cash and cash equivalents	$	6,381,770

In an effort to mitigate any potential risk, the Company periodically evaluates the credit quality of the financial institutions at which it holds deposits.

h) Property and Equipment

Property and equipment consists of furniture, office equipment, computer equipment and software and leasehold improvement, is recorded at cost. The property and equipment other than leasehold improvement is depreciated on a straight line basis over an estimated useful life of three years. Leasehold improvement is depreciated on a straight line basis over the lease period.

F-9
 

i) Land use rights, net

Land use rights are recorded at cost less accumulated amortization. Amortization is provided on a straight-line basis over the estimated useful lives which are generally 50 years and represent the shorter of the estimated usage periods or the terms of the agreements.

j) Long-Lived Assets

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

k) Financial Instruments and Fair Value Measures

SFAS No. 157 “Fair Value Measurements” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. SFAS No. 157 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. SFAS No. 157 prioritizes the inputs into three levels that may be used to measure fair value:

l) Revenue Recognition

The Company follows the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial Statements". In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. The following policies reflect specific criteria for the various revenues streams of the Company:

The Company generates revenue from the delivery of professional services and  records revenues when the services are completed, already collected or collectability is reasonably assured, there is no future obligation and there is remote chance of future claim or refund to the customers. It is reported net of business taxes and refunds.

Revenue is recognized when risk of ownership and title pass to the buyer, generally upon the delivery of professional services.  Pricing is fixed and determinable according to the Company’s published brochures and price lists.  

m) Advertising costs

The Company expenses advertising costs as  incurred. The total advertising expense were USD $ 65,345 and have been included as part of selling an marketing expenses.

n) Income Taxes

Income taxes are provided in accordance with the FASB Accounting Standards Classification. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

F-10

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109 “Accounting for Income Taxes” as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. Income taxes are accounted for under the asset and liability method.  Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating losses.  Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The ultimate realization of deferred tax assets is entirely dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.  Management considers the scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

o) Foreign Currency Translation

The Company’s functional currency is the Chinese RMB. The financial statements are translated to United States dollars in accordance with SFAS No. 52 “Foreign Currency Translation” using period-end rates of exchange for assets and liabilities, and average rates of exchange for the year for revenues and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity (deficit). Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in United States dollars. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

p) Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with the FASB Accounting Standards Codification (“ASC”). The ASC specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.

Basic net earnings (loss) per share amounts are computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.  

F-11
 

Basic and diluted earnings per common share have been computed based on the following as of December 31, 2009;

	12/31/2009
Basic:
Numerator, net income	$	3,307,048
Denominator:  Average number of common shares outstanding		10,000
Basic earnings per common share	$	330.70
Diluted
Numerator, net income	$	3,307,048
Denominator:   Average number of common shares outstanding		10,000
Effect of dilutive stock optioins - Not Applicable		--
Diluted earnings per common share	$	330.70

q) Stock-based Compensation

The Company records stock-based compensation in accordance with the FASB Accounting Standards Classification using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

r) Impact of New Accounting Standards

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.

Note 3. Property and Equipment

Fixed assets are summarized by classifications as follows

F-12

Major classes of property, plant, and equipment are:

	12/31/2009
Computer and electronics equipment		39,170
Other equipment		8,042
Leasehold improvements	$	47,291
		94,503
(Less) accumulated depreciation		(7,134	)
Property and equipment, net	$	87,369

Depreciation expense was $ 7,134 for the period ended December 31, 2009.

Note 4. Advance from Customers

The company customarily receive deposit from customers in anticipation of future training sessions.

Advance from customer is refundable in case if the training doesn’t occur within the specified time. Advance becomes earned revenue when the trainings are conducted and completed.  Refund made to customers for the period is negligible and immaterial amount.

As of December 31, 2009, the balance of advance from customers was $ 3,542,404.

Note 5. Income Taxes

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). SFAS 109 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. SFAS 109 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred tax assets are dependent upon future earnings, if any, of which the timing and amount are uncertain. Accordingly, the net deferred tax asset related to the Canada net operating loss carryforward has been fully offset by a valuation allowance. The Company is governed by the Income Tax Law of the Chinese government.

Note 6. Capital Stock

The company is authorized to issue unlimited shares of common stocks  , no value share. As of December 31, 2009 , there was 10,000 common share issued and outstanding and registered amount of capital was $ 87,871.

Note 7. Related Party Transactions

Agreements Among Us, Hangzhou MYL Business Administration Consulting Co., Ltd., Hangzhou MYL Commercial Service Co., Ltd. and Its Subsidiaries

We have entered into a series of contractual arrangements with Hangzhou MYL Commercial Service Co., Ltd and its subsidiaries, including contracts relating to the provision of services and certain shareholder rights and corporate governance matters.

The following is a summary of the material provisions of these agreements.

Transfer of Ownership When Permitted by Law

Pursuant to the call option agreement by and among MYL Business, MYL Commercial, MYL Commercial’s shareholders and subsidiaries dated as of May 1, 2009, each of MYL Commercial, MYL Commercial’s shareholders has granted MYL Business or its designee an exclusive option to purchase all or part of their equity interests in MYL Commercial and its subsidiaries, or all or part of the assets of MYL Commercial, in each case, at any time determined by MYL Business and to the extent permitted by PRC law.

F-13

 

Voting Arrangement

Pursuant to the voting rights proxy agreement by and among MYL Business , MYL Commercial, MYL Commercial’s shareholders and subsidiaries dated as of May 1, 2009, the shareholders of MYL Commercial and its subsidiaries have granted the personnel designated by MYL Business the right to appoint directors and senior management of MYL Commercial and its subsidiaries and to exercise all of their other voting rights as shareholders of MYL Commercial and its subsidiaries, as the case may be, as provided under the articles of association of each such entity. Under the voting rights proxy agreement, there are no restrictions on the number, to the extent allowed under the respective articles of association of MYL Commercial and its subsidiaries, or identity of those persons we can appoint as directors and officers.

Equity Pledge Agreement

Pursuant to the equity pledge agreement by and among MYL Business, MYL Commercial, MYL Commercial’s shareholders and subsidiaries, dated as of May 1, 2009, each of shareholders has pledged his or its equity interest in MYL Commercial and its subsidiaries, as the case may be, to MYL Business to secure their obligations under the relevant contractual control agreements to which each is a party, including but not limited to, the obligations of MYL Commercial and its subsidiaries under the exclusive services agreement, call option agreement and voting rights proxy agreement entered into with MYL Business . Under this equity pledge agreement, shareholders have agreed not to transfer, assign, pledge or otherwise dispose of their interest in MYL Commercial or its subsidiaries, as the case may be, without the prior written consent of MYL Business.

Exclusive Services Agreement

Pursuant to the exclusive services agreement by and among MYL Business, MYL Commercial, and its subsidiaries, dated May 1, 2009, MYL Commercial and its subsidiaries irrevocably entrust to MYL Business the right of management and operation of MYL Commercial and its subsidiaries and the responsibilities and authorities of their shareholders and directors of MYL Commercial Subsidiaries. The service fee to be paid by MYL Commercial and its subsidiaries shall equal to 95% of their total income which can be waived by MYL Business from time to time in its sole discretion

Note 8. Foreign Currency Translation

Accounting for the Company is conducted in Chinese RMB currency.  As per our audit, we convert figures on a period basis in accordance with FASB # 52.  The functional currency is in Chinese RMB currency.  The Companies balance sheets as of December 31, 2009 were translated at their period ended rate of 6.8282 (Chinese currency to US currency). Statements of operations and cash flows were reported on the weighted average for the period from April 23, 2009 to December 31, 2009  as required by FASB # 52. at the rate of  6.8314 (Chinese currency to US currency).

Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Transactions and balances in other currencies are converted into U.S. dollars in accordance with Statement of Financial Accounting Standards (SFAS) No. 52, "Foreign Currency Translation", and are included in determining net income or loss.

The cumulative translation adjustment and effect of exchange rate changes on cash at December 31, 2009 was $1,591. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining accumulated comprehensive loss.

Note 9. Operating Risk

(a) Concentration of credit risk

Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash.   The Company places its cash with financial institutions with high credit ratings.

(b) Country risk

Revenues of the Company are mainly derived from the sale in China. The Company hopes to expand its operations to other Cities and Provinces in China, however, such expansion has not been commenced and there are no assurances that the Company will be able to achieve such an expansion successfully. Therefore, a downturn or stagnation in the economic environment of China could have a material adverse effect on the Company's financial condition.

(c) Product risk

The Company might have to compete with larger companies who have greater funds available for expansion, marketing, research and development and the ability to attract more qualified personnel.  There can be no assurance that Company will remain competitive should this occur.

 F-14

(d) Exchange risk

The Company cannot guarantee that the current exchange rate will remain steady, therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of a fluctuating exchange rate actually post higher or lower profit depending on exchange rate of  Chinese RMB were converted to U.S. dollars on that date. The exchange rate could fluctuate depending on changes in the political and economic environments without notice.

(e) Key personnel risk

The Company's future success depends on the continued services of few individuals and  loss of one or several of their service would be detrimental to the Company and could have an adverse effect on business development. The Company does not currently maintain key man insurance on their life but plan to implement in near future. Future success is also dependent on the ability to identify, hire, train and retain other qualified managerial and other employees.

Note 10. Segment Information

The following information is presented in accordance with SFAS No. 131, Disclosure about Segments of an Enterprise and Related Information. In period ended December 31, 2009  , the Company operated in single reportable business segments, professional training.

The Company's reportable segments are strategic business units that offer different products. The Company's reportable segments, although integral to the success of the others, offer distinctly different products and services and require different types of management focus. As such, these segments are managed separately.

Condensed information with respect to these reportable business segments for the period is as follows:

Income from Training - gross $ 9,140,166

Note 11. Commitments and Contingencies

11.1  Lease Commitments

Company leases its  office space  in Shanghai and Hangzhou  China which expires on September 30, 2011 and April 26, 2009, respectively Its total monthly minimum rental is $ 29,597.

The minimum obligations under such commitments for the years ending December 31 ( unless otherwise stated) until its expiration are;

Year 2010	$	348,664
Year 2011	$	259,060

Company also leases several residential properties to house key employees under short-term rental agreements which expires throughout the year 2010. Its total monthly minimum rental is $ 24,153.

Rental expense for the period ended December 31, 2009 were $ 239,399.

11.2   Litigation

None

11.3 Employment agreements

The Company has employment contracts with several key employees, Rocky Liang, Albert Hsu, Sam Hong, Jack Chen and Tracy Lin. Each of the employment contract commenced on April 1, 2009 and has no definite termination date. Respective contract provides for regular salary but no mention of bonus or other in-kind compensation.

F-15

Note 12. Subsequent Event

There is no reportable subsequent event as of the date of auditor’s report, January 29, 2010.

F-16

Surmounting Limit Marketing Adviser Limited

Additional Information – Condensed Financial Statements Schedule 1

Financial Information of

Hangzhou MYL Business Administration Co. Ltd. – consolidated basis

( in USD unless otherwise noted)

December 31, 2009

 

SURMOUNTING LIMIT MARKETING ADVISER LIMITED

Consolidated Statements of Financial Position

ASSETS
	As of December 31		As of December 31
	2009		2009
CURRENT ASSETS	(in USD)		(in RMB)
Cash	$	4,238,049	¥	28,938,246
Other receivables		573,750		3,917,679
Prepaid accounts		731,365		4,993,904
TOTAL CURRENT ASSETS		5,543,164		37,849,829
Property for investment		91,505		624,817
Property and equipment - net of accumulated depreciation of $  555		85,473		583,625
Long-term investment
TOTAL OTHER ASSETS		176,978		1,208,442
TOTAL ASSETS	$	5,720,142	¥	39,058,271
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
COMMITMENTS AND CONTINGENCIES
CURRENT LIABILITIES
Advance from customers	$	1,563,827	¥	10,678,121
Accrued wages and benefits		90,419		617,399
Corporation income and business taxes payable		481,249		3,286,062
Other payables		5,268		36,249
TOTAL CURRENT LIABILITIES		2,140,762		14,617,831
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock		87,912		600,000
Additional paid-in capital				-
Statutory reserve		358,026		2,445,822.00
Retained earnings		3,131,806		21,394,618
Other comprehensive loss - foreign currency		1,635		-
TOTAL STOCKHOLDERS' EQUITY		3,579,379		24,440,440
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	5,720,142	¥	39,058,271

The accompanying notes are an integral part of these consolidated financial statements.

F-17

SURMOUNTING LIMIT MARKETING ADVISER LIMITED

Consolidated Statements of Operations

	From inception			From inception
	( April 23,2009) to			( April 23,2009) to
	December 31, 2009			December 31, 2009
	(in USD)			(in RMB)
Revenue	$	9,142,709		¥	62,440,133
Less) Tax on operating income		(466,278	)		(3,184,447	)
TOTAL REVENUE		8,676,431			59,255,686
COST OF REVENUES		2,861,710			19,549,485
GROSS PROFIT		5,813,925			39,706,201
OPERATING COSTS
Operating expenses		65,363			446,400
Adminstration expenses		902,807			6,165,720
Depreciation expense		7,136			48,736
Total Operating Costs		975,307			6,660,856
OPERATING INCOME (LOSS)		4,838,619			33,045,345
OTHER INCOME & (EXPENSES)
Non operating expense		155,566			1,062,440
Interest expense		(1,560	)		(10,651	)
Total Other Income & (Expenses)		154,007			1,051,789
NET INCOME BEFORE INCOME TAX & BENEFIT		4,684,612			31,993,556
Current income taxes		(1,193,753	)		(8,152,739	)
NET INCOME	$	3,490,858		¥	23,840,817
COMPREHENSIVE LOSS:
Unrealized foreign currency translation loss		1,635
COMPREHENSIVE LOSS	$	3,492,493		€	23,840,817
EARNINGS PER SHARE - BASIC & DILUTED		N/A			N/A
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING		N/A			N/A

The accompanying notes are an integral part of these consolidated financial statements.

F-18

Surmounting Limit Marketing Adviser Limited

Notes to Additional Information

1. BASIS FOR PREPARATION

The condensed financial information of the Company has been prepared using the same accounting policies as set out in the Company’s consolidated financial statements except that the Company used the equity method to account for investments in its subsidiaries and variable interest entity.

2. INVESTMENTS IN SUBSIDIARIES AND VARIABLE INTEREST ENTITY

The Company and its subsidiaries and variable interest entity were included in the consolidated financial statements where the inter-company balances and transactions were eliminated upon consolidation. For purpose of the Company’s stand-alone financial statements, its investments in subsidiaries and variable interest entity were reported using the equity method of accounting. The Company’s share of income and losses from its subsidiaries and variable interest entity were reported as equity in earnings of subsidiaries and variable interest entity in the accompanying parent company financial statements.

 F-19

EX-10.1

Exhibit 10.1

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (“Agreement”) made this 12th day of February, 2010 by and among On Demand Heavy Duty, Corp., a Nevada corporation (the “Parent”), China Executive Education Corp., a Nevada Corporation (the “Merger Sub”) wholly owned by the Parent, SURMOUNTING LIMIT MARKETING ADVISER LIMITED, a Hong Kong corporation (the “Company”), the sole shareholder of the Company, MAGIC DREAM ENTERPRISES LTD, a BVI corporation (“Magic Dream”), Hangzhou MYL Business Administration Consulting Co., Ltd, a PRC corporation (“Hangzhou MYL”) and all its subsidiaries, and Hangzhou MYL Commercial Service Co., Ltd., a PRC corporation (“Hangzhou Commercial”), the shareholders of Hangzhou Commercial and its subsidiaries and the beneficiaries to this Agreement (collectively, the “Sellers”).

R E C I T A L S:

A.The respective Boards of Directors of the Parent and the Company have determined that an acquisition of the Company by the Merger Sub and then the merger of the Merger Sub with and into the Parent (the “Merger”), upon the terms and subject to the conditions set forth in this Agreement, would be fair and in the best interests of their respective shareholders, and such Boards of Directors have approved such Merger, pursuant to which shares of Common Stock of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time of the Merger (as defined in Section 1.03) and all securities convertible or exchangeable into Company Common Stock (including by reservation for future issuances) will be exchanged for the right to receive 98% of Common Stock of the Parent (“Parent Common Stock”) other than Dissenting Shares (as defined in Section 2.01(d)).

B.The Parent, the Merger Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

C.For federal income tax purposes, the parties intend that the Merger shall qualify as reorganization under the provisions of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the parties agree as follows:

ARTICLE I:

THE MERGER AND MERGER CONSIDERATION

1.01           The Merger and Consideration. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Nevada Corporations Code (the “Nevada Statutes”), the Merger Sub shall acquire the Company and then shall be merged with and into the Parent at the Effective Time of the Merger. The Company will become a wholly owned subsidiary of the Parent upon which the Merger Sub shall no long exist, and Parent’s name will change to the Merger Sub’s name, pursuant to section 92A.180 of the Nevada Statutes.  The Merger Sub shall issue to the Sellers and their designees, (1) 20 shares or such number of shares of the common stock of the Merger Sub which shall constitute no more than 10% ownership interest in the Merger Sub and which shall be converted into approximately 21,560,000 shares of the Parent Common Stock,  in exchange for all the shares of the capital stock of the Company. Upon the completion of the Merger, the Sellers and their designees shall own approximately 98% of Parent Common Stock issued and outstanding.

1

1.02           Closing. Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.01 and subject to the satisfaction or waiver of the conditions set forth in Article VI, the closing of the Merger (the “Closing”) will take place at 10:00 a.m. on the business day upon satisfaction of the conditions set forth in Article VI (or as soon as practicable thereafter following satisfaction or waiver of the conditions set forth in Article VI) (the “Closing Date”), at the offices of Troutman Sanders LLP in New York, unless another date, time or place is agreed to in writing by the parties hereto.

1.03           Effective Time of Merger. As soon as practicable following the satisfaction or waiver of the conditions set forth in Article VI, the parties shall file articles of merger (the “Articles of Merger”) executed in accordance with the relevant provisions of the Nevada Statutes and shall make all other filings or recordings required under the Nevada Statutes. The Merger shall become effective at such time as the Certificate of Merger are duly filed with the Secretary of State of Nevada or at such other time as is permissible in accordance with the Nevada Statutes and as the Parent and the Company shall agree should be specified in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time of the Merger”). The Parent shall use reasonable efforts to have the Closing Date and the Effective Time of the Merger to be the same day.

1.04           Effects of the Merger. The Merger shall have the effects set forth in the applicable provisions of the Nevada Statutes.

1.05           Articles of Incorporation; Bylaws; Purposes.

   (a)The Certificate of Incorporation of the Parent in effect immediately prior to the Effective Time of the Merger shall be the Certificate of Incorporation of the Parent until thereafter changed or amended as provided therein or by applicable law.

   (b)The Bylaws of the Parent in effect at the Effective Time of the Merger shall be the Bylaws of the Parent until thereafter changed or amended as provided therein or by applicable law.

2

    (c)The purposes of the Parent and the total number of its authorized capital stock shall be as set forth in the Certificate of Incorporation of the Parent in effect immediately prior to the Effective Time of the Merger until such time as such purposes and such number may be amended as provided in the Certificate of Incorporation of the Parent and by applicable law.

1.06           Directors. Mr. Kaien Liang shall be the directors and Chairman of the Parent, and its subsidiary at the Effective Time of the Merger. Mr. Kaien Liang’s appointment as a director and Chairman shall be effective until the earlier of his resignation or removal or until his respective successor is duly elected and qualified, as the case may be.

1.07           Officers. The officers of the Company at the Effective Time of the Merger shall be the officers of the Parent and its subsidiary, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.  Mr. Kaien Liang shall be elected Chairman of board of director and Chief Executive Officer of the Parent.

ARTICLE II:

EFFECT OF THE MERGER ON THE CAPITAL STOCK

OF THE CONSTITUENT CORPORATIONS

2.01           Effect on Capital Stock. As of the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders of shares of Company Common Stock or any shares of capital stock of the Merger Sub:

   (a)Common Stock of the Merger Sub. Each share of common stock of the Merger Sub issued and outstanding immediately prior to the Effective Time of the Merger shall be converted into shares of Parent Common Stock and shall be the issued and outstanding capital stock of the Parent.

   (b)Cancellation of Parent-Owned Merger Sub Common Stock. Each share of Common Stock of the Merger Sub that is owned by the Parent shall automatically be cancelled and retired and shall cease to exist, and no Parent Common Stock or other consideration shall be delivered or deliverable in exchange therefore.

   (c)Conversion of Company Common Stock. Except as otherwise provided herein, each issued and outstanding share of Merger Sub Common Stock shall be converted into fully paid and nonassessable shares of Parent Common Stock in accordance with the Exchange Ratio described in Section 2.02.

3

   (d)Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time of the Merger held by a holder (if any) who has the right to demand payment for and an appraisal of such shares as provided under the Nevada Statutes, if applicable, (“Dissenting Shares”) shall not be converted into a right to receive Merger Consideration unless such holder fails to perfect or otherwise loses such holder’s right to such payment or appraisal, if any. If, after the Effective Time of the Merger, such holder fails to perfect or loses any such right to appraisal, each such share of such holder shall be treated as a share that had been converted as of the Effective Time of the Merger into the right to receive Merger Consideration in accordance with this Section 2.01. The Company shall give prompt notice to the Parent of any demands received by the Company for appraisal of shares of Company Common Stock, and the Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of the Parent, make any payment with respect to, or settle or offer to settle, any such demands.

   (e)Shares Outstanding Post Merger. The Parent shall have total amount of 22,000,000 shares of common stock issued and outstanding post the transactions contemplated herein.

2.02           Exchange Ratio. The “Exchange Ratio” is as follows: Each share of the common stock of the Merger Sub shall be converted into shares of Parent Common Stock in the Merger, an Exchange Ratio of 1:1,078,000 Parent.

2.03           Exchange of Certificates.

  (a)Exchange of Certificates. As soon as reasonably practicable as of or after the Effective Time of the Merger, the Parent shall issue the Parent Shares, for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II.

  (b)Settlement Date. The settlement date as set forth herein shall be such date which is six months from the Effective Time of the Merger and the date of the resolution of any Contests further to Section 8.03 herein.

  (c)Exchange Procedures. At the Effective Time of the Merger, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender of such certificate or certificates and acceptance be entitled to a certificate or certificates representing the number of shares of Parent Common Stock into which the aggregate number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Company shareholders shall accept such certificates upon compliance with such reasonable terms and conditions to affect an orderly exchange thereof in accordance with normal exchange practices. All shares of Company Common Stock shall be surrendered at the Effective Time of the Merger. After the Effective Time of the Merger, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock. If any certificate for such Parent Common Stock is to be issued in a name other than that in which the certificate for Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Parent or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such Parent Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Parent or its transfer agent that all taxes have been paid.

4

   (d)No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such certificates.

   (e)No Liability. None of the Parent, the Merger Sub, or the Company shall be liable to any person in respect of any shares of Parent Common Stock (or dividends or distributions with respect thereto) delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. All certificates representing shares of Company Common Stock shall have been surrendered at the Effective Time of the Merger.

ARTICLE III:

REPRESENTATIONS AND WARRANTIES

3.01           Representations and Warranties of the Company. Except as set forth in the Company Disclosure Schedule delivered by the Company to the Parent at the time of execution of this Agreement, the Company represents and warrants to the Parent and the Merger Sub as follows:

   (a)Organization, Standing and Corporate Power. The Company is duly organized, validly existing and in good standing under the laws of Hong Kong and has the requisite corporate power and authority to carry on its business as now being conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect (as defined in Section 10.02) with respect to the Company.

   (b)Subsidiaries. The Company through various contracts as described in Schedule 3.01(b) entered between Hangzhou MYL, the Company’s wholly owned subsidiary, and Hangzhou Commercial and its subsidiaries, effectively controls Hangzhou Commercial and its subsidiaries, corporations established and existing in China (collectively, “Company Subs”). The contracts entered into between Hangzhou MYL, Hangzhou Commercial and its subsidiaries effectively give the Company control over the Company Subs’ business and management. The contracts were validly entered into by the parties and in compliance with relevant laws and regulations of the People’s Republic of China, and all necessary approvals in connection with such contractual agreements have been obtained.  The Company has no interest in any other company, corporation, partnership, joint venture or otherwise other than the Company Subs.

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3.02           Capital Structure. The authorized capital stock of the Company consists of 10,000 shares of Company Common Stock. There are 10,000 shares of Common Stock outstanding, all of which are owned by MAGIC DREAM ENTERPRISES LTD.  Except as set forth above, no shares of capital stock or other equity securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. The Company Disclosure Schedule sets forth the outstanding Capitalization of the Company. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”) or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company.

     (a)Authority; Noncontravention. The Company has the requisite corporate and other power and authority to enter into this Agreement and to consummate the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Articles of Incorporation or Bylaws of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other governmental authority, agency, domestic or foreign (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except, with respect to this Agreement, for the filing of the Certificate of Merger with the Secretary of State of Nevada.

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   (b)Financial Statements. (i) The Parent has received a copy of the audited consolidated financial statements of the Company and Company Subs for the fiscal year ended December 31, 2009 (collectively, the “Financial Statements”). The Financial Statements fairly present the financial condition of the Company at the dates indicated and its results of their operations and cash flows for the periods then ended and, except as indicated therein, reflect all claims against, debts and liabilities of the Company, fixed or contingent, and of whatever nature. (ii) Since December 31, 2009 (the “Balance Sheet Date”), there has been no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of the Company, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God, public force or otherwise and no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operation or prospects, of the Company except in the ordinary course of business. (iii) Since the Balance Sheet Date, the Company has not suffered any damage, destruction or loss of physical property (whether or not covered by insurance) affecting its condition (financial or otherwise) or operations (present or prospective), nor has the Company issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any capital stock or any other security of the Company and has not granted or agreed to grant any option, warrant or other right to subscribe for or to purchase any capital stock or any other security of the Company or has incurred or agreed to incur any indebtedness for borrowed money.

   (c)Absence of Certain Changes or Events. Since the Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been: (i) any material adverse change with respect to the Company; (ii) any condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; (iii) any event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 4.01 without prior consent of the Parent; or (iv) any condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

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(d)Litigation; Labor Matters; Compliance with Laws.

(i)  There is no suit, action or proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to the Company or prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company having, or which, insofar as reasonably could be foreseen by the Company, in the future could have, any such effect.

(ii)The Company is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its knowledge, threatened, any of which could have a material adverse effect with respect to the Company.

(iii)The conduct of the business of the Company complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.

(e)Benefit Plans. The Company is not a party to any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) under which the Company currently has an obligation to provide benefits to any current or former employee, officer or director of the Company (collectively, “Benefit Plans”).

(f)Certain Employee Payments. The Company is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of the Company of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not (i) such payment, acceleration or provision would constitute a “parachute payment” (within the meaning of Section 280G of the Code), or (ii) some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered.

(g)Tax Returns and Tax Payments. The Company has timely filed all Tax Returns required to be filed by it, has paid all Taxes shown thereon to be due and has provided adequate reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any returns. No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. As used herein, “taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees,, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

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(h)Environmental Matters. The Company is in compliance with all applicable Environmental Laws. “Environmental Laws” means all applicable federal, state and local statutes, rules, regulations, ordinances, orders, decrees and common law relating in any manner to contamination, pollution or protection of human health or the environment, and similar state laws.

(i)Material Contract Defaults. The Company is not, or has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default. For purposes of this Agreement, a Material Contract means any contract, agreement or commitment that is effective as of the Closing Date to which the Company is a party (i) with expected receipts or expenditures in excess of $100,000, (ii) requiring the Company to indemnify any person, (iii) granting exclusive rights to any party, (iv) evidencing indebtedness for borrowed or loaned money in excess of $100,000 or more, including guarantees of such indebtedness, or (v) which, if breached by the Company in such a manner would (A) permit any other party to cancel or terminate the same (with or without notice of passage of time) or (B) provide a basis for any other party to claim money damages (either individually or in the aggregate with all other such claims under that contract) from the Company or (C) give rise to a right of acceleration of any material obligation or loss of any material benefit under any such contract, agreement or commitment.

(j)Properties. The Company has good, clear and marketable title to all the tangible properties and tangible assets reflected in the latest balance sheet as being owned by the Company or acquired after the date thereof which are, individually or in the aggregate, material to the Company’s business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all material liens.

(k)Trademarks and Related Contracts. To the knowledge of the Company:

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(i)As used in this Agreement, the term “Trademarks” means trademarks, service marks, trade names, Internet domain names, designs, slogans, and general intangibles of like nature; the term “Trade Secrets” means technology; trade secrets and other confidential information, know-how, proprietary processes, formulae, algorithms, models, and methodologies; the term “Intellectual Property” means patents, copyrights, Trademarks, applications for any of the foregoing, and Trade Secrets; the term “Company License Agreements” means any license agreements granting any right to use or practice any rights under any Intellectual Property (except for such agreements for off-the-shelf products that are generally available or less than $25,000), and any written settlements relating to any Intellectual Property, to which the Company is a party or otherwise bound; and the term “Software” means any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code.

(ii)To the knowledge of the Company, none of the Company’s Intellectual Property or Company License Agreements infringe upon the rights of any third party that may give rise to a cause of action or claim against the Company or its successors.

(l)Board Recommendation. The Board of Directors of the Company has unanimously determined that the terms of the Merger are fair to and in the best interests of the shareholders of the Company and recommended that the holders of the shares of Company Common Stock approve the Merger.

(m)   Required Company Vote. The affirmative vote of a majority of the shares of each of the Company Common Stock is the only vote of the holders of any class or series of the Company’s securities necessary to approve the Merger (the “Company Shareholder Approval”).

3.03           Representations and Warranties of Company Subs. Except as set forth in the Company Disclosure Schedule delivered by the Company to the Parent at the time of execution of this Agreement, the Company and the Shareholders, jointly and severally, each represents and warrants to the Parent and the Merger Sub as follows:

(a)Organization, Standing and Corporate Power. Company Subs are duly organized, validly existing and in good standing under the laws of the People’s Republic of China and has the requisite corporate power and authority to carry on its business as now being conducted. Company Subs are duly qualified or licensed to do business and are in good standing in each jurisdiction in which the nature of their business or the ownership or leasing of their properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect (as defined in Section 10.02) with respect to Company Subs.

(b)Subsidiaries: Hangzhou MYL is 100% owned by the Company and shall remain wholly owned subsidiary of the Company following the Merger. The contracts entered into between Hangzhou MYL, Hangzhou Commercial and its subsidiaries effectively give the Company control over the Hangzhou Commercial and its subsidiaries’ business and management.

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(c)Capital Structure. Except as set forth in the Financial Statements, no shares of capital stock or other equity securities of Company Subs are issued, reserved for issuance or outstanding. All outstanding equity ownership interest in Company Subs are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Company Subs having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Company Subs may vote. The Company Disclosure Schedule sets forth the outstanding Capitalization of Company Subs. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Company Subs are a party or by which they are bound obligating Company Subs to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of Company Subs or obligating Company Subs to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Company Subs to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Company Subs. There are no agreements or arrangements pursuant to which Company Subs are or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”) or other agreements or arrangements with or among any security holders of Company Subs with respect to securities of Company Subs.

(d)Authority; Noncontravention. Each of the Company Subs has the requisite corporate and other power and authority to enter into this Agreement and to make the representations contained herein. This Agreement has been duly executed and delivered by Company Subs and constitutes a valid and binding obligation of Company Subs, enforceable against Company Subs in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Company Subs under, (i) the Articles of Incorporation or Bylaws of Company Subs, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Company Subs, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Company Subs, their properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other governmental authority, agency, domestic or foreign (a “Governmental Entity”), is required by or with respect to Company Subs in connection with the execution and delivery of this Agreement by Company Subs or the consummation by Company Subs of the transactions contemplated hereby, except, as set forth in the Company Disclosure Schedule.

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(e)Absence of Certain Changes or Events. Since the Balance Sheet Date, other than the ownership interest transfer to the Company, if applicable, each of the Company Subs has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been: (i) any material adverse change with respect to Company Subs; (ii) any condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to Company Subs; (iii) any event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 4.01 without prior consent of the Parent; or (iv) any condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of Company Subs to consummate the transactions contemplated by this Agreement.

(f)Litigation; Labor Matters; Compliance with Laws.

(i)There is no suit, action or proceeding or investigation pending or, to the knowledge of Company Subs, threatened against or affecting Company Subs or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to Company Subs or prevent, hinder or materially delay the ability of Company Subs to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Company Subs having, or which, insofar as reasonably could be foreseen by Company Subs, in the future could have, any such effect.

(ii)None of the Company Subs is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is any the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its knowledge, threatened, any of which could have a material adverse effect with respect to Company Subs.

(iii)The conduct of the business of Company Subs complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.

(g)Benefit Plans. None of the Company Subs is a party to any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) under which it currently has an obligation to provide benefits to any current or former employee, officer or director of Company Subs (collectively, “Benefit Plans”).

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(h)Certain Employee Payments. None of the Company Subs is a party to any employment agreement which could result in the payment to any current, former or future director or employee of Company Subs of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not (i) such payment, acceleration or provision would constitute a “parachute payment” (within the meaning of Section 280G of the Code), or (ii) some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered.

(i)Tax Returns and Tax Payments. Each of the Company Subs has timely filed all Tax Returns required to be filed by it, has paid all Taxes shown thereon to be due and has provided adequate reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any returns. No material claim for unpaid Taxes has been made or become a lien against the property of Company Subs or is being asserted against Company Subs, no audit of any Tax Return of Company Subs is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by Company Subs and is currently in effect. As used herein, “taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees,, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

(j)Environmental Matters. Each of the Company Subs is in material compliance with all applicable Environmental Laws. “Environmental Laws” means all applicable federal, state and local statutes, rules, regulations, ordinances, orders, decrees and common law relating in any manner to contamination, pollution or protection of human health or the environment, and similar state laws.

(k)Material Contract Defaults. None of the Company Subs is, nor have they received any notice or has any knowledge that any other party is, in default in any respect under any Material Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default. For purposes of this Agreement, a Material Contract means any contract, agreement or commitment that is effective as of the Closing Date to which Company Subs is a party (i) with expected receipts or expenditures in excess of $100,000, (ii) requiring Company Subs to indemnify any person, (iii) granting exclusive rights to any party, (iv) evidencing indebtedness for borrowed or loaned money in excess of $100,000 or more, including guarantees of such indebtedness, or (v) which, if breached by Company Subs in such a manner would (A) permit any other party to cancel or terminate the same (with or without notice of passage of time) or (B) provide a basis for any other party to claim money damages (either individually or in the aggregate with all other such claims under that contract) from Company Subs or (C) give rise to a right of acceleration of any material obligation or loss of any material benefit under any such contract, agreement or commitment.

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(l)Properties. Each of the Company Subs has good, clear and marketable title to all the tangible properties and tangible assets reflected in the latest balance sheet as being owned by Company Subs or acquired after the date thereof which are, individually or in the aggregate, material to Company Subs’s business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all material liens.

(m)Trademarks and Related Contracts. To the knowledge of Company Subs:

(i)As used in this Agreement, the term “Trademarks” means trademarks, service marks, trade names, Internet domain names, designs, slogans, and general intangibles of like nature; the term “Trade Secrets” means technology; trade secrets and other confidential information, know- how, proprietary processes, formulae, algorithms, models, and methodologies; the term “Intellectual Property” means patents, copyrights, Trademarks, applications for any of the foregoing, and Trade Secrets; the term “Company License Agreements” means any license agreements granting any right to use or practice any rights under any Intellectual Property (except for such agreements for off-the-shelf products that are generally available or less than $25,000), and any written settlements relating to any Intellectual Property, to which Company Subs is a party or otherwise bound; and the term “Software” means any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code.

(ii)To the knowledge of Company Subs, none of Company Subs’s Intellectual Property or Company License Agreements infringe materially upon the rights of any third party that may give rise to a cause of action or claim against Company Subs or their successors.

3.04           Representations and Warranties of the Parent and the Merger Sub. Except as set forth in the disclosure schedule delivered by the Parent to the Company at the time of execution of this Agreement (the “Parent Disclosure Schedule”), the Parent and the Merger Sub represent and warrant to the Company as follows:

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   (a)Organization, Standing and Corporate Power. Each of the Parent, the Merger Sub and the other Parent Subsidiaries (as defined in Section 3.03(b)) is (or at Closing will be) duly organized, validly existing and in good standing under the laws of the State of Nevada, as is applicable, and has the requisite corporate power and authority to carry on its business as now being conducted. Each of the Parent, the Merger Sub and the other Parent Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect with respect to the Parent.

   (b)Subsidiaries. The Parent has one subsidiary: Merger Sub, which is a Nevada corporation incorporated in February, 2010. All the outstanding shares of capital stock of each such entity which is a corporation have been validly issued and are fully paid and nonassessable and, except as set forth in the Parent Disclosure Schedule, are owned (of record and beneficially) by the Parent, free and clear of all Liens. Except for the capital stock of its subsidiaries, which are corporations, the Parent does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, business association, joint venture or other entity.

   (c)Capital Structure. As of the date of this Agreement, the authorized capital stock of the Parent consists of 75,000,000 shares of Parent Common Stock, $0.001 par value,  of which approximately 6,510,000 shares of Parent Common Stock will be issued and outstanding as of the date of this Agreement and no shares of Parent Common Stock are issuable upon the exercise of outstanding warrants, convertible notes, and options and otherwise.  Except as set forth above, no shares of capital stock or other equity securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which any of them is bound obligating the Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Parent or any of its subsidiaries.

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   (d)Authority; Noncontravention. The Parent and subsidiaries have all requisite corporate authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Parent and the Merger Sub and the consummation by the Parent and the Merger Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Parent and the Merger Sub. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of the Parent and the Merger Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Parent or any of its subsidiaries under, (i) the articles of incorporation or bylaws of the Parent or the Merger Sub or the comparable charter or organizational documents of any other subsidiary of the Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Parent, the Merger Sub or any other subsidiary of the Parent or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Parent, the Merger Sub or any other subsidiary of the Parent or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Parent or could not prevent, hinder or materially delay the ability of the Parent to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to the Parent, the Merger Sub or any other subsidiary of the Parent in connection with the execution and delivery of this Agreement by the Parent or the Merger Sub or the consummation by the Parent or the Merger Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Certificate of Merger with the Secretary of State of Nevada, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, states.

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   (e)SEC Documents; Undisclosed Liabilities. The Parent has filed all reports, schedules, forms, statements and other documents as required by the Securities and Exchange Commission (the “SEC”) and the Parent has delivered or made available to the Company all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC documents, and none of the Parent SEC Documents (including any and all consolidated financial statements included therein) as of such date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to the Company prior to the date of this Agreement), none of the Parent SEC Documents, to the knowledge of the Parent’s management, contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in such Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by Parent’s independent accountants). Except as set forth in the Parent SEC Documents, at the date of the most recent audited financial statements of the Parent included in the Parent SEC Documents, neither the Parent nor any of its subsidiaries had, and since such date neither the Parent nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to the Parent.  As of the Closing Date, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise).

  (f)Absence of Certain Changes or Events. Except as disclosed in the Parent SEC Documents, since the date of the most recent financial statements included in the Parent SEC Documents, the Parent has conducted its business only in the ordinary course consistent with past practice in light of its current business circumstances, and there is not and has not been: (i) any material adverse change with respect to the Parent; (ii) any condition, event or occurrence which, individually or in the aggregate, could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Parent; (iii) any event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 4.02 without the prior consent of the Company; or (iv) any condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Parent to consummate the transactions contemplated by this Agreement.

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(g)Interim Operations of the Merger Sub. The Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, has (or will have) engaged in no other business activities and has (or will have) conducted its operations only as contemplated hereby.

(h)Litigation; Labor Matters; Compliance with Laws.

(i)There is no suit, action or proceeding or investigation pending or, to the knowledge of the Parent, threatened against or affecting the Parent or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to the Parent or prevent, hinder or materially delay the ability of the Parent to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Parent having, or which, insofar as reasonably could be foreseen by the Parent, in the future could have, any such effect.

(ii)The Parent is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its knowledge, threatened, any of which could have a material adverse effect with respect to the Parent.

(iii)The conduct of the business of the Parent complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.

(i)Benefit Plans. The Parent is not a party to any Benefit Plan under which the Parent currently has an obligation to provide benefits to any current or former employee, officer or director of the Parent.

(j)Certain Employee Payments. The Parent is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of the Parent of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not (i) such payment, acceleration or provision would constitute a “parachute payment” (within the meaning of Section 280G of the Code), or (ii) some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered.

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(k)Tax Returns and Tax Payments. The Parent has timely filed all Tax Returns required to be filed by it, has paid all Taxes shown thereon to be due and has provided adequate reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on any returns. No material claim for unpaid Taxes has been made or become a lien against the property of the Parent or is being asserted against the Parent, no audit of any Tax Return of the Parent is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Parent and is currently in effect.

(l)Environmental Matters. The Parent is in material compliance with all applicable Environmental Laws.

(m)Material Contract Defaults. The Parent is not, or has not, received any notice or has any knowledge that any other party is, in default in any respect under any Material Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default. For purposes of this Agreement, a Material Contract means any contract, agreement or commitment that is effective as of the Closing Date to which the Parent is a party (i) with expected receipts or expenditures in excess of $10,000, (ii) requiring the Parent to indemnify any person, (iii) granting exclusive rights to any party, (iv) evidencing indebtedness for borrowed or loaned money in excess of $10,000 or more, including guarantees of such indebtedness, or (v) which, if breached by the Parent in such a manner would (A) permit any other party to cancel or terminate the same (with or without notice of passage of time) or (B) provide a basis for any other party to claim money damages (either individually or in the aggregate with all other such claims under that contract) from the Parent or (C) give rise to a right of acceleration of any material obligation or loss of any material benefit under any such contract, agreement or commitment.

(n)Properties. The Parent has good, clear and marketable title to all the tangible properties and tangible assets reflected in the latest balance sheet as being owned by the Parent or acquired after the date thereof which are, individually or in the aggregate, material to the Parent’s business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all material liens.

(o)Trademarks and Related Contracts. The Parent does not hold any Trademarks, Trade Secrets, or Intellectual Property, and is not party to any license agreements regarding such.

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(p)Board Recommendation. The Board of Directors of the Parent has unanimously determined that the terms of the Merger are fair to and in the best interests of the shareholders of the Parent.

(q)Split-Off.  Immediately after and in conjunction with the consummation of the Merger, the Parent shall transfer all of the assets related to its mechanical repair supplies  to one of its shareholders, Cody Love (“Love”), in exchange for the cancellation of 3,000,000 shares of the Parent’s common stock (the “Split-Off”) so that the only material assets of the Parent following the Split-Off will be the ownership of the Merger Sub, and thereafter, the prior shareholders of Parent shall have 21,560,000 shares of Parent Common Stock.  Cody Love shall assume all existing and future liabilities arising from or associated with or related to the existing operation of the eco mechanical repair supplies so that the Parent and the newly merged entity shall not be liable for any such liabilities.

(r)Liabilities.  The Parent and the Merger Sub guarantee that the Company and the Sellers are free from any and all claims, liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) from the operations of the Parent and any of its subsidiaries on and prior to the date hereof.  The foregoing representation and warranty of the Parent and the Merger Sub under this Section 3.03(r) shall survive and remain in full force and effect for the two years following the Effective Time of the Merger.

(s)The Parent and the Merger Sub guarantee that prior to the consummation of the Merger all outstanding Parent Common Stock purchase rights, options, and warrants shall be cancelled (the “Cancellation”).  The Parent will file a Form 8-K with the SEC regarding such Cancellation.

ARTICLE IV:

COVENANTS RELATING TO

CONDUCT OF BUSINESS PRIOR TO MERGER

4.01           Conduct of the Company and the Parent. From the date of this Agreement and until the Effective Time of the Merger, or until the prior termination of this Agreement, the Company and the Parent, shall not, unless mutually agreed to in writing:

   (a)engage in any transaction, except in the normal and ordinary course of business, or create or suffer to exist any Lien or other encumbrance upon any of their respective assets or which will not be discharged in full prior to the Effective Time of the Merger;

   (b)sell, assign or otherwise transfer any of their assets, or cancel or compromise any debts or claims relating to their assets, other than for fair value, in the ordinary course of business, and consistent with past practice;

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   (c)fail to use reasonable efforts to preserve intact their present business organizations, keep available the services of their employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others, to the end that its good will and on­going business not be impaired prior to the Effective Time of the Merger;

   (d)except for matters related to complaints by former employees related to wages, suffer or permit any material adverse change to occur with respect to the Company and the Parent or their business or assets; or

   (e)Make any material change with respect to their business in accounting or bookkeeping methods, principles or practices, except as required by GAAP.

ARTICLE V:ADDITIONAL AGREEMENTS

5.01           Access to Information; Confidentiality.

   (a)The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to the Parent and its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Merger to its and to Company Subs’ properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its and Company Subs’ officers, employees and representatives to, furnish promptly to the Parent all information concerning their respective business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of the Parent and the Merger Sub set forth herein and compliance by the Parent and the Merger Sub of their respective obligations hereunder, during the period prior to the Effective Time of the Merger, the Parent shall provide the Company and its representatives with reasonable access during normal business hours to its and Merger Sub’s properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of the Parent and the Merger Sub set forth herein and compliance by the Parent and the Merger Sub of their obligations hereunder, and, during such period, the Parent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company, the Merger Sub, and the Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

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   (b)No investigation pursuant to this Section 5.01 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

5.02           Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement. The Parent, the Merger Sub and the Company will use their best efforts and cooperate with one another (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, permits or authorizations are required to be obtained (or, which if not obtained, would result in an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from any governmental authorities or third parties, including parties to loan agreements or other debt instruments and including such consents, approvals, waivers, permits or authorizations as may be required to transfer the assets and related liabilities of the Company to the Merger Sub in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations and (ii) in facilitating each other’s due diligence investigations. The Parent and the Company shall mutually cooperate in order to facilitate the achievement of the benefits reasonably anticipated from the Merger.

5.03           Public Announcements. The Parent and the Merger Sub, on the one hand, and the Company, on the other hand, will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable law or court process. The parties agree that the initial press release or releases to be issued with respect to the transactions contemplated by this Agreement shall be mutually agreed upon prior to the issuance thereof. Notwithstanding the foregoing, Company may disclose the contemplated Merger in letters to the Company’s optionees for purposes of fulfilling the Company’s obligations under the Company Option Plan to the said optionees.

5.04           Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

5.05           Directorships. Upon the Effective Time of the Merger, all officers of the Parent shall have resigned and the Parent shall have taken all action to cause Mr. Kaien Liang to be elected to its Board of Directors as Chairman of the Board and Chief Executive of Officer, and its officers to consist of the following: Mr. Pokai Hsu as Chief Operating Officer, Mr. Tingyuan Chen as Chief Strategy Officer, and Mr. Zhiwei Huang as Chief Financial officer.

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5.06           No Solicitation. Except as previously agreed to in writing by the other party, neither the Company or the Parent shall authorize or permit any of its officers, directors, agents, representatives, or advisors to (a) solicit, initiate or encourage or take any action to facilitate the submission of inquiries, proposals or offers from any person relating to any matter concerning any merger, consolidation, business combination, recapitalization or similar transaction involving the Company or the Parent, respectively, other than the transaction contemplated by this Agreement or any other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or delay the Merger or which would or could be expected to dilute the benefits to the Company of the transactions contemplated hereby. The Company or the Parent will immediately cease and cause to be terminated any existing activities, discussions and negotiations with any parties conducted heretofore with respect to any of the foregoing.

5.07           Change of Fiscal Year. The Parent shall take action to change its fiscal year to end on December 31.

ARTICLE VI:

CONDITIONS PRECEDENT

6.01           Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

   (a)Opinions of Counsel. Execution and delivery of the following: to the Company, an opinion of counsel from the Parent’s legal counsel that the terms, conditions and structure of this Merger satisfy Nevada law.

   (b)No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect.

   (c)No Dissent. Holders of no more than five percent (5%) of the Merger Sub’s Common Stock shall have dissented to the Merger.

   (d)Auditor Letter. Auditor’s bring down letter or officer certificate in case that auditor’s bring down letter is not available, confirming that both Parent and Merger Sub have no debt/obligation owed as of closing or the  cancellation of all liabilities of the Parent and its subsidiaries.

   (e)Deliverables of Parent.  Parent shall deliver to the Sellers the following:

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(i)the minute books of the Parent and any of its subsidiaries, including its corporate seals, unissued stock certificates, stock registers, Certificate of Incorporation, bylaws and corporate minutes;

(ii)information on any bank accounts of the Parent and any of its subsidiaries and confirmation of the cancellation of such bank accounts;

(iii)     copies of any material contracts of the Parent and any of its subsidiaries;

(iv)     a certificate respecting the good standing of the Parent from the Secretary of State of Nevada; and

(v)      a certificate respecting the good standing of the Merger Sub from the Secretary of State of Nevada.

6.02           Conditions to Obligations of the Parent and the Merger Sub. The obligations of the Parent and the Merger Sub to effect the Merger are further subject to the following conditions:

  (a)Representations and Warranties. The representations and warranties of the Company and Company Subs set forth in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date. The Parent shall have received a certificate signed on behalf of the Company by the president of the Company to such effect.

  (b)Performance of Obligations of the Company. The Company and Company Subs shall have performed the obligations required to be performed by them under this Agreement at or prior to the Closing Date (except for such failures to perform as have not had or could not reasonably be expected, either individually or in the aggregate, to have a material adverse effect with respect to the Company or adversely affect the ability of the Company to consummate the transactions herein contemplated or perform its obligations hereunder), and the Parent shall have received a certificate signed on behalf of the Company by the president of the Company to such effect.

  (c)Consents, etc. The Parent shall have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties as necessary in connection with the transactions contemplated hereby have been obtained.

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   (d)No Litigation. There shall not be pending or threatened by any Governmental Entity any suit, action or proceeding (or by any other person any suit, action or proceeding which has a reasonable likelihood of success), (i) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement or seeking to obtain from the Parent or any of its subsidiaries any damages that are material in relation to the Parent and its subsidiaries taken as a whole, (ii) seeking to prohibit or limit the ownership or operation by the Company, the Parent or any of its subsidiaries of any material portion of the business or assets of the Company, the Parent or any of its subsidiaries, or to dispose of or hold separate any material portion of the business or assets of the Company, the Parent or any of its subsidiaries, as a result of the Merger or any of the other transactions contemplated by this Agreement, (iii) seeking to impose limitations on the ability of the Parent or Merger Sub to acquire or hold, or exercise full rights of ownership of, any shares of Company Common Stock or Common Stock of the Surviving Corporation, including, without limitation, the right to vote the Company Common Stock or Common Stock of the Surviving Corporation on all matters properly presented to the shareholders of the Company or the Surviving Corporation, respectively, or (iv) seeking to prohibit the Parent or any of its subsidiaries from effectively controlling in any material respect the business or operations of the Company.

   (e)Due Diligence Investigation. The Parent shall be satisfied with the results of its due diligence investigation of the Company and Company Subs in its sole and absolute discretion.

   (f)The Company shall file a Form 8-K with the SEC within four business days of the Closing Date of the Merger containing information about the Merger and Pro Forma financial statements of the Parent and the Company and audited financial statements of the Company as required by Regulation S-K. Such Form 8-K shall be in form and substance acceptable to Parent and its counsel prior to Closing.

   (g)Immediately after and in conjunction with the consummation of the Merger, the Parent shall transfer all of the assets related to its mechanical repair supplies to one of its shareholders, Cody Love (“Love”), in exchange for the cancellation of 3,000,000 shares of the Parent’s common stock (the “Split-Off”) so that the only material assets of the Parent following the Split-Off will be the ownership of the Merger Sub, and thereafter, the prior shareholders of Parent shall have 21,560.000 shares of Parent Common Stock  Mr. Love shall assume all existing and future liabilities arising from or associated with or related to the existing operation of the Deep Rooted so that the Parent and the newly merged entity shall not be liable for any such liabilities.

6.03           Conditions to Obligation of the Company. The obligation of the Company to effect the Merger is further subject to the following conditions:

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   (a)Representations and Warranties. The representations and warranties of the Parent and the Merger Sub set forth in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date. The Company shall have received a certificate signed on behalf of the Parent by the president of the Parent to such effect.

   (b)Performance of Obligations of the Parent and the Merger Sub. The Parent and the Merger Sub shall have performed the obligations required to be performed by them under this Agreement at or prior to the Closing Date (except for such failures to perform as have not had or could not reasonably be expected, either individually or in the aggregate, to have a material adverse effect with respect to the Parent or adversely affect the ability of the Parent to consummate the transactions herein contemplated or perform its obligations hereunder), and the Company shall have received a certificate signed on behalf of the Parent by the president of the Parent to such effect.

   (c)No Litigation. There shall not be pending or threatened any suit, action or proceeding before any court, Governmental Entity or authority (i) pertaining to the transactions contemplated by this Agreement or (ii) seeking to prohibit or limit the ownership or operation by the Company, the Parent or any of its subsidiaries, or to dispose of or hold separate any material portion of the business or assets of the Company, the Parent or of its any subsidiaries.

   (d)Consents, etc. The Company shall have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties as necessary in connection with the transactions contemplated hereby have been obtained.

   (e)Filing of Merger Agreement. The Parent shall have filed or will promptly file after the Closing Date in the office of the Secretary of State or other office of each jurisdiction in which such filings are required for the Merger to become effective.

   (f)Resignations. The Parent shall deliver to the Company written resignations of all of the officers of the Parent and evidence of election of those new directors and officers as further described in Section 5.06 herein.

  [(g)    Intentionally Omitted

  (h)     8-K. The Post Merger Company shall file a Form 8-K with the SEC within four days of the closing of the Merger containing audited financial statements of the Company as required by Regulation S-K.

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ARTICLE VII:

TERMINATION, AMENDMENT AND WAIVER

7.01           Termination. This Agreement may be terminated and abandoned at any time prior to the Effective Time of the Merger:

   (a)by mutual written consent of the Parent and the Company;

   (b)by either the Parent or the Company if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable;

   (c)by either the Parent or the Company if the Merger shall not have been consummated on or before February 28, 2010 (other than as a result of the failure of the party seeking to terminate this Agreement to perform its obligations under this Agreement required to be performed at or prior to the Effective Time of the Merger);

   (d)by the Parent, if a material adverse change shall have occurred relative to the Company;

   (e)by the Parent, if the Company willfully fails to perform in any material respect any of its material obligations under this Agreement; or

   (f)by the Company, if the Parent or the Merger Sub willfully fails to perform in any material respect any of their respective obligations under this Agreement.

7.02           Effect of Termination. In the event of termination of this Agreement by either the Company or the Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the Parent, the Merger Sub or the Company, other than the provisions of the last sentence of Section 5.01(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.

7.03           Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

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7.04           Extension; Waiver. Subject to Section 7.0 1(c), at any time prior to the Effective Time of the Merger, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement, or (c) waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

7.05           Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require in the case of the Parent, the Merger Sub or the Company, action by its Board of Directors.

7.06           Return of Documents. In the event of termination of this Agreement for any reason, the Parent and the Company will return to the other party all of the other party’s documents, work papers, and other materials (including copies) relating to the transactions contemplated in this Agreement, whether obtained before or after execution of this Agreement. The Parent and Company will not use any information so obtained from the other party for any purpose and will take all reasonable steps to have such other party’s information kept confidential.

ARTICLE VIII:

INDEMNIFICATION AND RELATED MATTERS

8.01           Survival of Representations and Warranties. The representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time of the Merger until the Settlement Date.

8.02           Indemnification.

   (a)Irrespective of any due diligence investigation conducted by the Company with regard to the transactions contemplated hereby, the Parent shall indemnify and hold the Company and each of its officers and directors (the “Company Representatives”) harmless from and against any and all liabilities, obligations, damages, losses, deficiencies, costs, penalties, interest and expenses (collectively, “Losses”) arising out of, based upon, attributable to or resulting from any and all Losses incurred or suffered by the Company or any of the Company Representatives resulting from or arising out of any breach of a representation, warranty or covenant made by the Parent as set forth herein.

   (b)    The Company shall indemnify and hold the Parent and each of its officers and directors (the “Parent Representatives”) harmless from and against any and all liabilities, obligations, damages, losses, deficiencies, costs, penalties, interest and expenses (collectively, “Losses”) arising out of, based upon, attributable to or resulting from any and all Losses incurred or suffered by the Parent or any of the Parent Representatives resulting from or arising out of any breach of a representation, warranty or covenant made by Company as set forth herein.

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8.03           Notice of Indemnification. In the event any proceeding shall be threatened or instituted or any claim or demand shall be asserted in respect of which payment may be sought by the Parent or any Parent Representative or by the Company or any Company Representative, against the other, as the case may be (each an “Indemnitee”), under the provisions of this Article VIII (an “Indemnity Claim”), the Indemnitee shall promptly cause written notice of the assertion of any such Claim of which it has knowledge which is covered by this indemnity to be forwarded to the Parent Representative, who shall be Paul Kelly, or the Company. Any notice of an Indemnity Claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty or covenant with respect to which the Indemnity Claim is made, the facts giving rise to an alleged basis for the Claim, and the amount of the liability asserted against the Indemnitor by reason of the Indemnity Claim. Within ten (10) days of the receipt of such written notice, the Parent Representative or the Company, as the case may be, shall notify the Indemnitee in writing of its intent to contest the indemnification obligation (a “Contest”) or to accept liability hereunder. If the Parent Representative or the Company, as the case may be, does not respond within ten (10) days of the request of such written notice to such written notice, the Parent Representative or the Company, as the case may be, will be deemed to accept liability as it relates to the Merger Consideration. In such event, the Indemnitee will deliver a Notice to the Parent that there is a determination of liability to this Section 8.03 and the Parent shall be instructed to adjust the Merger Consideration. In the event of a Contest, within ten (10) days of the receipt of the written notice thereof, the parties will select arbitrators and submit the dispute to binding arbitration before the American Arbitration Association at a venue to be located in New York City. The arbitrators shall be selected by the mutual agreement of the parties. If the parties can not agree on the arbitrator, each may select one arbitrator and the two designated arbitrators shall select the third arbitrator. If the third arbitrator can not be agreed upon, the American Arbitration Association in New York shall select the third arbitrator. A decision by the individual arbitrator or a majority decision by the three arbitrators shall be final and binding upon the parties. Such arbitration shall follow the rules of the American Arbitration Association and must be resolved by the arbitrators within thirty (30) days after the matter is submitted to arbitration. If the arbitration is ruled favorably for Parent so that there is a determination of a Loss, the Indemnitee will deliver a Notice to the Parent that there is a determination of liability pursuant to this Section 8.03 and the Parent shall adjust the Merger Consideration Deposit accordingly.

ARTICLE IX:

Intentionally left blank and reserved.

ARTICLE X:

GENERAL PROVISIONS

10.01           Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally or sent by facsimile, electronic mail, or overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

29

(a)if to the Parent or Parent Representative, to:

Diane D. Dalmy

Attorney at Law

8965 W. Cornell Place

Lakewood, Colorado 80227

(303) 985-9324 phone

(303 988 – 6954 fax

(b)if to the Company, to:

SURMOUNTING LIMIT MARKETING ADVISER LIMITED

c/o  Hangzhou MYL Business Administration Consulting Co., Ltd.

Room 309, Hualong Business Building,

110 Moganshan Road,

Hangzhou, Zhejiang 310005, China

Attention: Mr. Zhiwei HUANG

+86 571 8880 8109  phone

+86 571 8880 8106  fax

10.02           Definitions. For purposes of this Agreement:

    (a)an “affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person;

    (b)“material adverse change” or “material adverse effect” means, when used in connection with the Company or the Parent, any change or effect that either individually or in the aggregate with all other such changes or effects is materially adverse to the business, assets, properties, condition (financial or otherwise) or results of operations of such party and its subsidiaries taken as a whole (after giving effect in the case of the Parent to the consummation of the Merger);

   (c)“person” means an individual, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity; and

   (d)a “subsidiary” of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of Directors or other governing body (or, if there are no such voting interests, fifty percent (50%) or more of the equity interests of which) is owned directly or indirectly by such first person.

30

10.03           Interpretation. When a reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

10.04           Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any person other than the parties any rights or remedies.

10.05           Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

10.06           Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

10.07           Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States located in the State of Nevada, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (b) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any state court other than such court.

10.08           Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

31

10.09           Counterparts. This Agreement may be executed in one or more identical counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more such counterparts shall have been executed by each of the parties and delivered to the other parties.

[Signature Page Follows]

32

IN WITNESS WHEREOF, the undersigned have caused their duly authorized officers to execute this Agreement as of the date first above written.

PARENT:

ON DEMAND HEAVY DUTY CORP.

By:          /s/ Cody Love

Name:   Cody Love

Title: Chief Executive Officer

MERGER SUB:

CHINA EXECUTIVE EDUCATION CORP.

By:          //signed//

Name:

Title:  Chief Executive Officer

SELLERS:

COMPANY: SURMOUNTING LIMIT MARKETING ADVISER LIMITED

By:          /s/ Kaien LIANG

Name:  Mr. Kaien LIANG

Title:  Director

SHAREHOLDER:

MAGIC DREAM ENTERPRISES LTD.

By:    //signed//

Name:

Position:    Authorized Representative

HANGZHOU MYL COMMERCIAL SERVICE CO., LTD.

By:     //signed//

Name:

Position:   Authorized Representative

33

EX-10.2

Exhibit 10.2

Confidential

THE EXCLUSIVE SERVICE AGREEMENT

AMONG

HANGZHOU MYL BUSINESS ADMINISTRATION CONSULTING CO., LTD.

AND

HANGZHOU MYL COMMERCIAL SERVICE CO., LTD.

May 1, 2009

THE EXCLUSIVE SERVICE AGREEMENT

THIS EXCLUSIVE SERVICE AGREEMENT (this “AGREEMENT”) is entered into on May 1, 2009 in Hangzhou, the People’s Republic of China (“CHINA” or “PRC”) by and between:

(1)           HANGZHOU MYL BUSINESS ADMINISTRATION CONSULTING CO., LTD. ( "HANGZHOU MYL CONSULTING"), a company of limited liabilities incorporated under the laws of China, with its legal address at Room 604, 260 South Hushu Rd., Gongshu District; Hangzhou, Zhejiang, PRC, and

(2)           Hangzhou MYL Commercial SERVICE CO., LTD.（“Hangzhou MYL Commercial”）, a company of limited liabilities incorporated under the laws of China, with its legal address at Room 603, 260 South Hushu Rd., Gongshu District; Hangzhou, Zhejiang, PRC; and

In this Agreement, Hangzhou MYL Consulting, Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries shall hereinafter be referred to as a “PARTY” individually, and collectively “PARTIES”.)

WHEREAS:

(1)           Hangzhou MYL Consulting is a management and consultation company, which owns a series of managing and consulting services applicable to business education sector.

(2)           As a company specialized in business education sector, Hangzhou MYL Commercial owns business education fronts and has already been granted necessary licenses therefore.

(3)           As business education entities in China, Hangzhou MYL Commercial Subsidiaries to be established will own business education fronts, and will be entitled to carrying on business education business in their respective local places.

(4)           In order to give Hangzhou MYL Consulting the actual control of Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries, Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries intends to irrevocable entrust to Hangzhou MYL Consulting the right of management and operation of Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries and the responsibilities and authorities of their shareholders and directors of Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries.

(5)           Hangzhou MYL Consulting agrees to accept the entrustment of Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries, and to exercise the right of management and operation of Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries and the responsibilities and authorities of their shareholders and board of directors of Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries.

NOW, THEREFORE, after amicably consultations among them, the Parties hereby agree as follows:

ARTICLE 1 – DEFINITION

1.1           Unless otherwise interpreted herein or in the context herein, the following terms in this Agreement shall have the following meanings:

“SERVICE FEES” means the provision of management and consultation services charged by Hangzhou MYL Consulting hereunder.

“TRAINING ENTITY” means Hangzhou MYL Commercial and/or the Hangzhou MYL Commercial Subsidiaries.

1.2           References in this Agreement to any laws and regulations (the “LAWS”) shall include reference (1) at the same time to the amendments, changes, supplements and reformulations of such Laws, whether or not the effectiveness of the same is prior to or after the execution of this Agreement; and (2) at the same time to other decisions, notices and rules formulated or becoming effective according to such Laws.

1.3           Unless otherwise specified in the context herein, any article, sub-article, section or paragraph mentioned herein shall refer to the corresponding article, sub-article, section or paragraph hereof.

ARTICLE 2 - LICENSES AND SERVICES BY HANGZHOU MYL CONSULTING

2.1           Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries agree to irrevocably entrust the right of management and operation of Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries and the responsibilities and authorities of their shareholders and board of directors to Hangzhou MYL Consulting in accordance with the terms and conditions of this Agreement. Hangzhou MYL Consulting agrees to exercise the aforesaid rights and responsibilities in accordance with the terms and conditions of this Agreement. 

2.2           The said entrustment is irrevocable and shall not be withdrawn, unless the Agreement is terminated pursuant to written agreement of both parties.

2.3           The purpose of the entrusted operation is that Hangzhou MYL Consulting shall be in charge of the normal business operations of Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries and perform the responsibilities and rights of Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries’ shareholders and directors. During the term of the entrusted operation, Hangzhou MYL Consulting, as the entrusted manager, shall provide full management to Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries’ operations.

2.4           The entrusted operation shall include but not be limited to the following:

1)   Hangzhou MYL Consulting shall be in charge of, in all aspects, the operation of Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries; nominate and replace the director(s) of Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries, and appoint and/or dismiss the management of Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries and decide their compensation.

2)   Hangzhou MYL Consulting shall manage and control all the funds of Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries. The accounts of Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries shall be managed solely by Hangzhou MYL Consulting. The seals and signatures for such account shall be the seals and signatures of the personnel appointed and confirmed by Hangzhou MYL Consulting. All the cash of Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries shall be kept in such entrusted accounts and shall be handled through such accounts, including but not limited to receipt of all Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries’ business income, working capital, recovered account receivables, and the payment of all account payable and operation expenses, salaries and asset purchases.

3)   All the matters of Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries, including but not limited to internal financial management, routine operation, execution and performance of external contact, tax declaration and payment, appointment and/or dismissal of staff members, shall be controlled and managed by Hangzhou MYL Consulting in all aspects.

4)   Hangzhou MYL Consulting shall enjoy all the other responsibilities and rights enjoyed by Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries’ shareholders in accordance with the applicable law and the articles of association of Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries, including but not limited to:

a.   Deciding on the business policy and investment plan of Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries;

b.   Nominating the director(s);

c.   Discussing and approving the report of the executive officers;

d.   Discussing and approving the annual financial budget and final accounts;

e.   Discussing and approving the profit distribution plan and the loss making-up plan;

f.   Resolving on the increase or decrease of the registered capital;

g.   Resolving on the issuance of the debentures;

h.   Resolving on the merger, division, transformation, dissolution and liquidation of the company;

i.   Amending the articles of association; and

j.   Other responsibilities and rights provided by Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries’ articles of association.

5)   Hangzhou MYL Consulting enjoys all the other responsibilities and rights enjoyed by Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries’ board of directors and executive officers in accordance with the applicable law and the articles of association of Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries, including but not limited to:

a.   Implementing the resolution of the shareholders;

b.   Deciding on the company’s business plan and investment scheme;

c.   Preparing the annual financial budget and final accounts;

d.   Formulating the profit distribution plan and the loss making-up plan;

e.   Formulating the plans regarding to the increase or decrease of the registered capital and the issuance of the debentures;

f.   Formulating the plans regarding to the matters including merger, division, change of corporate form and dissolution of the company;

g.   Deciding on the establishment of the internal management structure of the company;

h.   Formulating the fundamental rules and regulations of the company;

i.   Representing the company to sign relative documents;

j.   Other responsibilities and rights provided by Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries’ articles of association.

2.6           All facilities provided by Hangzhou MYL Consulting hereunder shall belong, in terms of ownership, to Hangzhou MYL Consulting, while Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries shall only have the right to use the same during the valid term of this Agreement.

ARTICLE 3 SERVICE FEES

3.1           The Service Fees to be charged by Hangzhou MYL Consulting for its provision of services hereunder shall be as follows:

(1)            Service Fees to be paid by the Training Entities shall equal to 95% of the total income of the Training Entities which can be waived by Hangzhou MYL Consulting from time to time in its sole discretion.  

(2)            The amount of Service Fees agreed in (1) above shall be shared among the Training Entities pro rata on a quarterly basis according to their actual incomes from main business in the current month.

3.2            Upon written agreement between Hangzhou MYL Consulting and the Training Entities, the fees agreed in Article 3.1 or their calculation percentage may be adjusted as the case may be, with particulars thereof to be stipulated in separate supplementary agreements to be entered into between the two Parties as an appendix hereto.

3.3            The Training Entities shall, in accordance with this Article 3, pay promptly the amounts due and payable to Hangzhou MYL Consulting to the bank account designated by Hangzhou MYL Consulting. In case that Hangzhou MYL Consulting is to change its bank account, Hangzhou MYL Consulting shall send the seven-working-days written notice to the Training Entities.

ARTICLE 4 – EXCLUSIVITY

4.1           Without prior written consent by Hangzhou MYL Consulting, none of the Training Entities may accept any management and consulting services from any other third parties.

4.2           Hangzhou MYL Consulting shall no longer provide to any other business education companies at the local places of the Training Entities such management and consulting services similar to those hereunder. However, this Article does not restrict Hangzhou MYL Consulting from providing such similar services to Training Entities in other cities. Such new Training Entities may, through signing Acknowledgement Letter in the form of Appendix 1 hereof, become a party of this Agreement, to enjoy the same rights and to assume the same obligations as other Training Entities do; provided that such new Training Entities shall perform, starting from the date of execution of the Acknowledgement Letter, the payment obligations hereunder of the Exclusive Service Fees. As the rights and obligations of the Training Entities hereunder are severable and independent from each other’s, such new Training Entities will not, by their joining in this Agreement, affect in any way the rights and obligations of the existing Training Entities. The accession of such new Training Entities shall only subject to the confirmation by Hangzhou MYL Consulting by signing a relevant agreement. The Training Entities agree hereby irrevocably and unconditionally to such accession, and further confirm that such accession will in no event be subject to the agreement of existing Training Entities.

ARTICLE 5 - INTELLECTUAL PROPERTY

5.1           The rights of intellectual property concerning the work product created during the process of services rendered by Hangzhou MYL Consulting hereunder shall belong to Hangzhou MYL Consulting.

5.2           During the valid term of this Agreement, if Hangzhou MYL Consulting develops any new technology that may be used in the daily business education or management of the Training Entities, or provides the Training Entities with other services not included herein at their request, the Parties agree to cooperate with each other firstly in the manner agreed herein or in a manner most similar to what is agreed herein, with necessary adjustments to the Service Fee percentage under Article 3 hereof.

ARTICLE 6 – CONFIDENTIALITY

6.1           No matter whether this Agreement is terminated or not, the Parties shall be obliged to keep in strict confidence the trade secrets, proprietary information and customer information in relation to other Parties and any other non-public information of other Parties which they may become aware of as the result of their involvement of the negotiation, signing and performance of this Agreement (collectively, “CONFIDENTIAL INFORMATION”).

Unless with prior written consent of such other Parties or in case of compulsory obligation to disclose to any parties other than the Parties hereof as required by relevant laws, regulations or listing rules, no Party shall disclose the Confidential Information, wholly or partly, to any parties other than Parties hereof; unless for the purpose of performance of this Agreement, no Party shall use the Confidential Information, directly or indirectly, wholly or partly, for any other purposes, or it shall bear the default liability and indemnify the losses.

6.2           Upon termination of this Agreement, the Parties shall, upon demand by the disclosing Parties, return, destroy or otherwise dispose of all the documents, materials or software containing the Confidential Information and suspend using such Confidential Information.

6.3           Notwithstanding any other provisions hereof, this Article shall survive the suspension or termination of this Agreement.

ARTICLE 7 - UNDERTAKINGS AND GUARANTEES

Hangzhou MYL Consulting and Hangzhou MYL Commercial hereby undertake and guarantee for itself, respectively, that:

7.1           it is a company of limited liabilities duly registered and legally existing under the PRC laws with independent legal person status, and with full and independent status and legal capacity to execute, deliver and perform this Agreement, and may act independently as a subject of actions;

7.2           its has full internal power and authority within its company to execute and deliver this Agreement and all the other documents to be entered into by it in relation to the transaction referred to herein, and it has the full power and authority to complete the transaction referred to herein.  This Agreement shall be executed and delivered by it legally and properly, and constitutes the legal and binding obligations on it and is enforceable on it in accordance with its terms and conditions;

7.3           it has all business licenses necessary for its business operations as of the effective date of this Agreement, has full rights and qualifications to engage in its currently engaged businesses, may perform its obligations hereunder, and will maintain, during the valid term of this Agreement, the validity of all its such business licenses; and

7.4           it shall inform promptly the other Parties of any litigations it is involved in and other disadvantageous circumstances that may affect the performance hereof, and shall endeavor at its best efforts to prevent the deterioration of losses caused by such litigations or other disadvantageous circumstances.

ARTICLE 8 - TERM

8.1           The Parties hereby confirm that, once this Agreement is formally executed by the Parties, this Agreement shall be effective as of May 1, 2009. Unless earlier terminated by any of the Parties in writing, this Agreement shall be valid for a term of five (5) years commencing May 1, 2009; provided that it shall be deemed to be automatically extended for another five (5) years starting from the expiration date unless Hangzhou MYL Consulting sends a written notice indicating its objection to extending of this agreement.

Notwithstanding the provision in the preceding sentence, as the rights and obligations of each of the Training Entities hereunder are separate and independent from each other, upon agreement in writing by Hangzhou MYL Consulting, this Agreement may be terminated only in respect of such relevant Training Entity, in which case such termination shall not be subject to agreement by other Training Entities.

8.2           The Parties hereby confirm that, from 2011 on, the Service Fees shall be negotiated on January 1 each year, with any adjustment thereto (if any) to be made in writing as an appendix hereto.

8.3 Upon termination of this Agreement, each Party shall keep abiding by its obligations under the Articles 3 and 6 hereof.

ARTICLE 9 – NOTICE

9.1            Any notice, request, demand and other correspondences made as required by or in accordance with this Agreement shall be made in writing and delivered to the relevant Party.

9.2            The abovementioned notice or other correspondences shall be deemed to have been delivered when it is transmitted if transmitted by facsimile or telex; it shall be deemed to have been delivered when it is delivered if delivered in person; it shall be deemed to have been delivered five (5) days after posting the same if posted by mail.

ARTICLE 10 - DEFAULT LIABILITY

10.1          The Parties agree and confirm that, if any Party (the “DEFAULTING PARTY”) breaches substantially any provision hereof, or fails substantially to perform any of the obligations hereunder, such breach or failure shall constitute a default hereunder ( “DEFAULT”), then the non-defaulting Party shall have the right to require the Defaulting Party to make remedy within a reasonably specified period. If the Defaulting Party fails to make remedy within such reasonable period or within ten (10) days after the non-defaulting Party notifying the Defaulting Party in writing and requiring it to make remedy, then the non-defaulting Party shall have the right, at its sole discretion, to (1) terminate this Agreement and require the Defaulting Party to keep it fully indemnified; or (2) to demand the enforcement of the Defaulting Party’s obligations hereunder and require the Defaulting Party to keep it fully indemnified.

10.2         The Parties agree that any of the following events shall be deemed to have constituted a Default:

( 1）Any of Hangzhou MYL Commercial, Hangzhou MYL Commercial Subsidiaries or their respective shareholders breaches any provisions of the SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT entered into by it with HANGZHOU MYL CONSULTING;

( 2）any of Hangzhou MYL Commercial, Hangzhou MYL Commercial Subsidiaries or their respective shareholders breaches any provisions of other Agreements entered into by it with Hangzhou MYL Consulting on May 1, 2009.

10.3          The Parties agree and confirm that under no circumstances shall Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries be able to demand termination of this Agreement for whatever reason, unless the Laws or this Agreement provides for otherwise.

10.4          Notwithstanding any other provisions herein, this Article 10 shall survive the suspension or termination of this Agreement.

ARTICLE 11 - FORCE MAJEURE

In the event of earthquake, typhoon, flood, fire, war, computer virus, loophole in the design of tooling software, internet system encountering hacker’s invasion, change of policies or laws, and other unforeseeable or unpreventable or unavoidable event of force majeure, which directly prevents a Party from performing this Agreement or performing the same on the agreed condition, the Party encountering such a force majeure event shall forthwith issue a notice by a facsimile and, within thirty (30) days, present the documents proving the details of such force majeure event and the reasons for which this Agreement is unable to be performed or is required to be postponed in its performance, and such proving documents shall be issued by the notaries office of the area where such force majeure event takes place. The Parties shall consult each other and decide whether this Agreement shall be waived in part or postponed in its performance with regard to the extent of impact of such force majeure event on the performance of this Agreement. No Party shall be liable to compensate for the economic losses brought to the other Parties by the force majeure event.

ARTICLE 12 – MISCELLANEOUS

12.1          This Agreement shall be prepared in Chinese and English in duplicate, with each Party holding one (1) copy hereof.

12.2          The formation, validity, execution, amendment, interpretation and termination of this Agreement shall be governed by the PRC Laws.

12.3           Any disputes arising hereunder and in connection herewith shall be settled through consultations among the Parties, and if the Parties cannot reach an agreement regarding such disputes within thirty (30) days of their occurrence, such disputes shall be submitted to China International Economic and Trade Arbitration Commission Shanghai Branch for arbitration in Shanghai in accordance with the arbitration rules of such Commission, and the arbitration award shall be final and binding on the Parties involved in such dispute.

12.4          Any rights, powers and remedies empowered to any Party by any provisions herein shall not preclude any other rights, powers and remedies enjoyed by such Party in accordance with laws and other provisions under this Agreement, and the exercise of its rights, powers and remedies by a Party shall not preclude its exercise of its other rights, powers and remedies by such Party.

12.5          Any failure or delay by a Party in exercising any of its rights, powers and remedies hereunder or in accordance with laws (the “PARTY’S RIGHTS”) shall not lead to a waiver of such rights, and the waiver of any single or partial exercise of the Party’s Rights shall not preclude such Party from exercising such rights in any other way and exercising the remaining part of the Party’s Rights.

12.6          The titles of the Articles contained herein shall be for reference only, and in no circumstances shall such titles be used in or affect the interpretation of the provisions hereof.

12.7          Each provision contained herein shall be severable and independent from each of other provisions, and if at any time any one or more articles herein become invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions herein shall not be affected as a result thereof.

12.8          Once executed, this Agreement shall replace any other legal documents entered into by the relevant Parties hereof in respect of the same subject matter hereof.

12.9          Any amendments or supplements to this Agreement shall be made in writing and shall take effect only when properly signed by the Parties to this Agreement.

12.10        No Party shall assign any of its rights and/or obligations hereunder to any parties other than the Parties hereof without the prior written consent from the other Parties.

12.11        This Agreement shall be binding on the legal successors of the Parties.

12.12        The rights and obligations of each of the Hangzhou MYL Commercial Subsidiaries hereunder will be independent and severable from each other, and the performance by any of the Hangzhou MYL Commercial Subsidiaries of its obligations hereunder shall not affect the performance by any other of the Hangzhou MYL Commercial Subsidiaries of their obligations hereunder.

12.13           Each of the Parties undertakes to declare and pay respectively according to the Laws any taxes in relation to the transaction hereunder.

 [THE REMAINDER OF THIS PAGE IS LEFT BLANK]

IN WITNESS HEREOF, the Parties have caused this Exclusive Service Agreement to be executed in Hangzhou as of the date first above mentioned.

For and on behalf of

HANGZHOU MYL BUSINESS ADMINISTRATION CONSULTING CO., LTD

Signed by:  //signed//

Name:

Position:

Hangzhou MYL Commercial Service Co., Ltd.

Signed by:   //signed//

Name:

Position:

 APPENDIX 1 - ACKNOWLEDGEMENT LETTER

_____________________________,

of the registered address at _______________________

(the “NEW PARTY”), hereby agrees to join in as an independent contractor under the Exclusive Service Agreement by and between Hangzhou MYL Business Administration Consulting Co., Ltd. and Hangzhou MYL Commercial Service Co., Ltd. on May 1, 2009, as to become one of the companies defined as “Hangzhou MYL Commercial Subsidiaries” therein, to carry out cooperation with Hangzhou MYL Business Administration Consulting Co., Ltd. and Hangzhou MYL Commercial Service Co., Ltd. under that agreement. By signing this Acknowledgement Letter, the New Party shall be deemed to have made the same undertakings and guarantees as have been made by the Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries under the Exclusive Service Agreement, and it further agrees to perform the obligations to be performed by the Hangzhou MYL Commercial Subsidiaries under the Exclusive Service Agreement, and recognizes the rights and obligations of all the parties under the Exclusive Service Agreement. As for the New Party, the cooperation under that agreement shall begin on the date upon which this Acknowledgement Letter is executed by the New Party and Hangzhou MYL Business Administration Consulting Co., Ltd..

For and on behalf of

NEW PARTY

Signed by: 

Name:

Position:

For and on behalf of

Hangzhou MYL Business Administration Consulting Co., Ltd.

Signed by: 

Name:

Position:

EX-10.3

Exhibit 10.3

CONFIDENTIAL

EQUITY PLEDGE AGREEMENT

AMONG

Xianbin MENG,

Xiaobo SHEN,

HANGZHOU MYL COMMERCIAL SERVICE CO., LTD.

AND

HANGZHOU MYL BUSINESS ADMINISTRATION CONSULTING CO., LTD.

May 1, 2009

EQUITY PLEDGE AGREEMENT

This EQUITY PLEDGE AGREEMENT (hereinafter, this "AGREEMENT") is entered into in the People's Republic of China (hereinafter, "PRC") on May 1, 2009 by and between:

(1) Xianbin MENG

Address: Xianjin Village, Tielu Town, Langao County, Shanxi Province, PRC

Identity Card Number: 612426198009283412

(2) Xiaobo SHEN

Address:40 Lane No.1025, Liuying Rd., Zhabei District, Shanghai, PRC

Identity Card Number: 310108198606112011

(3) Hangzhou MYL Commercial Service Co., Ltd. (Hereinafter "Hangzhou MYL Commercial)

Registered Address: Room 603, 260 South Hushu Rd., Gongshu District; Hangzhou, Zhejiang, PRC

Legal Representative: Xianbin MENG

(4) Hangzhou MYL Business Administration Consulting Co., Ltd..( "Hangzhou MYL Consulting")

Registered Address: Room 604, 260 South Hushu Rd., Gongshu District; Hangzhou, Zhejiang, PRC

Legal Representative: Kaien LIANG

The above Parties hereinafter each referred to as a "PARTY" individually, and collectively, the "PARTIES". Among them, Xianbin MENG and Xiaobo SHEN hereinafter referred to as an "INDIVIDUAL PLEDGOR" individually, and collectively, the "INDIVIDUAL PLEDGORS"; the Individual Pledgor and HANGZHOU MYL COMMERCIAL hereinafter referred to as a "PLEDGOR" individually, and collectively, the "PLEDGORS"; Hangzhou MYL Consulting hereinafter referred to as a "PLEDGEE".)

WHEREAS:

(1) As of the date of this Agreement, Xianbin MENG and Xiaobo SHEN are the registered shareholders of HANGZHOU MYL COMMERCIAL, legally holding all the equity of the HANGZHOU MYL COMMERCIAL, of which Xianbin MENG holding 70% and Xiaobo SHEN holding 30%.

(2) HANGZHOU MYL COMMERCIAL will be the registered shareholder of HANGZHOU MYL COMMERCIAL Subsidiaries to be established, legally holding all or the majority equity of such companies when they are established.

(3) Pursuant to the Call Option Agreement dated May 1, 2009 among Hangzhou MYL Consulting, the Pledgors and the Target Companies (as defined below) (hereinafter, the "CALL OPTION AGREEMENT"), the Pledgors shall transfer part or all of the equity interest of the Target Companies to Hangzhou MYL Consulting and/or any other entity or individual designated by Hangzhou MYL Consulting at the request of the Hangzhou MYL Consulting.

(4) Pursuant to the Shareholders' Voting Right Proxy Agreement dated May 1, 2009 among Hangzhou MYL Consulting, the Target Company and the Pledgors (hereinafter, the "PROXY AGREEMENT"), Pledgors have already irrevocably entrusted the personnel designated by Hangzhou MYL Consulting then with full power to exercise on their behalf all of their shareholders' voting rights in respect of the relevant Target Companies.

(5) Pursuant to the Exclusive Service Agreement dated May 1, 2009 among Hangzhou MYL Consulting and the Target Companies (hereinafter, the "SERVICE AGREEMENT"), the Target Companies have already engaged Hangzhou MYL Consulting exclusively to provide them with relevant management and consultation and other services, for which the Target Companies will respectively pay Hangzhou MYL Consulting services accordingly.

(6) As security for performance by the Pledgors of the Contract Obligations (as defined below) and repayment of the Guaranteed Liabilities (as defined below), the Pledgors agree to pledge all of their Target Company Equity to the Pledgee and grant the Pledgee the right to request for repayment in first priority and the Target Companies agree such equity pledge arrangement.

THEREFORE, the Parties hereby have reached the following agreement upon mutual consultations:

ARTICLE 1 – DEFINITION

1.1  Except as otherwise construed in the context, the following terms in this Agreement shall be interpreted to have the following meanings:

"CONTRACT OBLIGATIONS" shall mean all contractual obligations of a Pledgor under the Call Option Agreement and Proxy Agreement; all contractual obligations of a Target Company under the Exclusive Service Agreement, Call Option Agreement, Proxy Agreement; and all contractual obligations of a Pledgor under this Agreement.

"TARGET COMPANY" shall mean, to Xianbin MENG and Xiaobo SHEN, HANGZHOU MYL COMMERCIAL; and to HANGZHOU MYL COMMERCIAL, any and all HANGZHOU MYL COMMERCIAL Subsidiaries to be established.

"GUARANTEED LIABILITIES" shall mean all direct, indirect and consequential losses and losses of foreseeable profits suffered by Pledgee due to any Breaching Event (as defined below) a Pledgor and/or a Target Company, and all fees incurred by Pledgee for the enforcement of the Contractual Obligations of a Pledgor and/or a Target Company.

"TRANSACTION AGREEMENTS" shall mean the Call Option Agreement and the Proxy Agreement in respect of a Pledgor; the Exclusive Service Agreement, and Proxy Agreement in respect of a Target Company.

"BREACHING EVENT" shall mean any breach by either Pledgor of its Contract Obligations under the Proxy Agreement, Call Option Agreement or this Agreement; any breach by a Target Company of its Contract Obligations under the Service Agreement, Call Option Agreement and/or Proxy Agreement.

"PLEDGED PROPERTY" shall mean (1) in respect of Xianbin MENG and Xiaobo SHEN, all of the equity interests in HANGZHOU MYL COMMERCIAL which are legally owned by them as of the effective date hereof and is to be pledges by them to the Pledgee according to provisions hereof as the security for the performance by them and HANGZHOU MYL COMMERCIAL of their Contractual Obligations, and the increased capital contribution and equity interest described in Articles 2.6 and 2.7 hereof;(2) in respect of HANGZHOU MYL COMMERCIAL, all of the equity interest in the Target Companies which will be legally owned by it when such Target Companies are to be established and is to be pledged to the Pledgee by it according to provisions hereof as the security for the performance of the Contractual Obligations by it and the Target Companies, and the increased capital contribution and equity interest described in Articles 2.6 and 2.7 hereof.

"PRC LAW" shall mean the then valid laws, administrative regulations, administrative rules, local regulations, judicial interpretations and other binding regulatory documents of the People's Republic of China.

1.2  The references to any PRC Law herein shall be deemed:

 (1)  to include the references to the amendments, changes, supplements and reenactments of such law, irrespective of whether they take effect before or after the formation of this Agreement; and

 (2)  to include the references to other decisions, notices or regulations enacted in accordance therewith or effective as a result thereof.

1.3  Except as otherwise stated in the context herein, all references to an Article, clause, item or paragraph shall refer to the relevant part of this Agreement.

ARTICLE 2 - EQUITY PLEDGE

2.1   Each Pledgor hereby agrees to pledge the Pledged Property, which it legally owns and has the right to dispose of, to Pledgee according to the provisions hereof as the security for the performance of the Contract Obligations and the repayment of the Guaranteed Liabilities. Each Target Company hereby agrees that the Pledgors legally holding equity interest in it to pledge the Pledged Property to the Pledgee according to the provisions hereof.

2.2  Each Pledgor hereby undertakes that it will be responsible for, recording the arrangement of the equity pledge hereunder (hereinafter, the "EQUITY PLEDGE") on the shareholder register of each Target Company on the date hereof, and will do its best endeavor to make registration with registration authorities of industry and commerce of each Target Company. Each Target Company respectively undertakes that it will do its best to cooperate with the Pledgors to complete the registration with authorities of industry and commerce under this Article.

2.3  During the valid term of this Agreement, except for the willful misconduct or gross negligence of Pledgee which has direct cause and effect relationship the reduction in value of the Pledged Property, Pledgee shall not be liable in any way to, nor shall Pledgors have any right to claim in any way or propose any demands on Pledgee, in respect of the said reduction in value of the Pledged Property.

2.4   To the extent not violating provision of Article 2.3 above, in case of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee's rights, Pledgee may at any time auction or sell off the Pledged Property on behalf of Pledgors, and discuss with Pledgors to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where Pledgee are domiciled (any fees incurred in relation thereto shall be borne by Pledgors).

2.5  Hangzhou MYL Consulting as Pledgee shall be deemed to have created the encumbrance of first order in priority on the Pledged Property, and in case of any Breaching Event, Pledgee shall have the right to dispose of the Pledged Property in the way set out in Article 4 hereof.

2.6  Only upon prior consent by Pledgee shall Pledgors be able to increase their capital contribution to any or all of the Target Companies. Further capital contribution made by Pledgor (s) in the Target Company shall also be part of the Pledged Property.

2.7  Only upon prior consent by Pledgee shall Pledgors be able to receive dividends or share profits from the Pledged Property. The dividends or the profits received by Pledgors from the Pledged Property shall be deposited into Pledgee's bank account designated by Pledgee respectively, to be under the supervision of Pledgee and used as the Pledged Property to repay in priority the Guaranteed Liabilities.

2.8   Xianbin MENG and Xiaobo SHEN agree to bear joint liabilities respectively to Pledgee upon occurrence of any Breaching Event on the part of HANGZHOU MYL COMMERCIAL and Pledgee shall have the right, upon occurrence of the Breaching Event, to dispose of any Pledged Property of either of Pledgors in accordance with the provisions hereof.

ARTICLE 3 - RELEASE OF PLEDGE

In respect of equity interest of any Target Company, upon full and complete performance by relevant Pledgors of all of their Contractual Obligations, Pledgee shall, at the request of relevant Pledgors, release the pledge created on such Target Company under this Agreement, and shall cooperate with relevant Pledgors to go through the formalities to cancel the record of the Equity Pledge in the shareholder register of the relevant Target Company, with the reasonable fees incurred in connection with such release to be borne by Pledgee with the same proportion.

ARTICLE 4 - DISPOSAL OF THE PLEDGED PROPERTY

4.1   Pledgors, Target Companies and Pledgee hereby agree that, in case of any Breaching Event, Pledgee shall have the right to exercise, upon giving written notice to Pledgors, all of the remedial rights and powers enjoyable by them under PRC Law, including but not limited to being repayment in priority with proceeds from auctions or sale-offs of the Pledged Property. Pledgee shall not be liable for any loss as the result of their reasonable exercise of such rights and powers.

4.2  Pledgee shall have the right to designate in writing its legal counsel or other agents to exercise on their respective behalf any and all rights and powers set out above, and neither Pledgors nor Target Companies shall not oppose thereto.

4.3  The reasonable costs incurred by Pledgee in connection with their exercise of any and all rights and powers set out above shall be borne by Pledgors, and Pledgee shall have the right to deduct the costs actually incurred from the proceeds that they acquire from the exercise of the rights and powers.

4.4  The proceeds that Pledgee acquire from the exercise of their respective  rights and powers shall be used in the priority order as follows:

First, to pay any cost incurred in connection with the disposal of   the Pledged Property and the exercise by Pledgee of their respective rights and powers (including remuneration paid to their respective legal counsels and agents);

- Second, to pay any taxes and levies payable for the disposal of the Pledged Property; and

-Third, to repay Pledgee for the Guaranteed Liabilities.

In case of any balance after payment of the above amounts, Pledgee shall return the same to Pledgors or other persons entitled thereto according to the relevant laws and rules or submit the same to the local notary institution where Pledgee are domiciled (any fees incurred in relation thereto shall be borne by Pledgors).

4.5  Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies at breaching that it is entitled to in respect of the equity interest of any Target Company holding by any Pledgor; Pledgee shall not be obliged to exercise other remedies at breaching before their exercise of the right to the auctions or sale-offs of the Pledged Property hereunder. Pledgors or Target Companies shall not oppose to whether Pledgee exercise any part of the right to the pledge or the sequence of exercising the pledge interest.

ARTICLE 5 - FEES AND COSTS

All costs actually incurred in connection with the establishment of the Equity Pledge hereunder, including but not limited to stamp duties, any other taxes, all legal fees, etc shall be borne by Pledgee with the same proportion.

ARTICLE 6 - CONTINUITY AND NO WAIVE

The Equity Pledge hereunder is a continuous guarantee, with its validity to continue until the full performance of the Contractual Obligations or the full repayment of the Guaranteed Liabilities. Neither exemption or grace period granted by Pledgee to Pledgors in respect of their breach, nor delay by Pledgee in exercising any of their rights under this Agreement shall affect the rights of Pledgee under this Agreement, relevant PRC Law, the rights of Pledgee to demand at anytime thereafter the strict performance of this Agreement by Pledgors or the rights Pledgee may be entitled to due to subsequent breach by Pledgors of the obligations under this Agreement.

ARTICLE 7 - REPRESENTATIONS AND WARRANTIES BY PLEDGORS

Each of Pledgors hereby, in respect of itself and Target Company in which it holds equity interest, represents and warrants to Pledgee as follows:

7.1   Each Individual Pledgor is a PRC citizen with full capacity of disposition and has obtained due authorization to execute, deliver and perform this Agreement and can independently be a subject of actions; HANGZHOU MYL COMMERCIAL is a limited liability corporation duly incorporated and validly existing under PRC Law, has full right and authorization to execute and deliver this Agreement and other documents relating to the transaction as stipulated in this Agreement and to be executed by them. It also has full right and authorization to complete the transaction stipulated in this Agreement.

7.2  Target Company will be a limited liability entity duly incorporated and validly existing under PRC Law, it has independent status as a legal person; it has full and independent legal status and capacity to execute, deliver and perform this Agreement and can independently be a subject of actions. It has full right and authorization to execute and deliver this Agreement and other documents relating to the transaction as stipulated in this Agreement and to be executed by them. It also has full right and authorization to complete the transaction stipulated in this Agreement.

7.3  All reports, documents and information concerning Pledgors and all matters as required by this Agreement which are provided by Pledgors to Pledgee before this Agreement comes into effect are true, correct and effective in all material aspects as of the execution hereof.

7.4  At the time of the effectiveness of this Agreement, Pledgors are the sole legal owner of the Pledged Property, with no existing dispute whatever concerning the ownership of the Pledged Property. Pledgors have the right to dispose of the Pledged Property or any part thereof.

7.5  Except for the encumbrance set on the Pledged Property hereunder and the rights set under the Transaction Agreements, there is no other encumbrance or third party interest set on the Pledged Property.

7.6  The Pledged Property is capable of being pledged or transferred according to the laws, and Pledgors have the full right and power to pledge the Pledged Property to Pledgee according to this Agreement.

7.7  This Agreement constitutes the legal, valid and binding obligations on Pledgors when it is duly executed by Pledgors.

7.8  Any consent, permission, waive or authorization by any third person, or any approval, permission or exemption by any government authority, or any registration or filing formalities (if required by laws) with any government authority to be handled or obtained in respect of the execution and performance hereof and the Equity Pledge hereunder have already been handled or obtained, and will be fully effective during the valid term of this Agreement.

7.9   The execution and performance by Pledgors of this Agreement are not in violation of or conflict with any laws applicable to them, or any agreement to which they are a party or which has binding effect on their assets, any court judgment, any arbitration award, or any administration authority decision.

7.10  The pledge hereunder constitutes the encumbrance of first order in priority on the Pledged Property.

7.11  All taxes and fees payable in connection with acquisition of the Pledged  Property have already been paid in full amount by Pledgors.

7.12  There is no pending or, to the knowledge of Pledgors, threatened litigation, legal process or demand by any court or any arbitral tribunal against Pledgors, or their property, or the Pledged Property, nor is there any pending or, to the knowledge of Pledgors, threatened litigation, legal process or demand by any government authority or any administration authority against Pledgors, or their property, or the Pledged Property, which is of material or detrimental effect on the economic status of Pledgors or their capability to perform the obligations hereunder and the Guaranteed Liabilities.

7.13           Pledgors hereby warrant to Pledgee that the above representations and warranties will remain true, correct and effective at any time and under any circumstance before the Contractual Obligations are fully performed or the Guaranteed Liabilities are fully repaid, and will be fully complied with.

ARTICLE 8 - REPRESENTATIONS AND WARRANTIES

IN RESPECT OF TARGET COMPANY

HANGZHOU MYL COMMERCIAL hereby represents and warrants to Pledgee that HANGZHOU MYL COMMERCIAL and each Target Company: :

8.1  is or will be a limited liability corporation or entity duly incorporated and validly existing under PRC Law, with full capacity of disposition and has obtained due authorization to execute, deliver and perform this Agreement and can independently be a subject of actions.

8.2  All reports, documents and information concerning Pledged Property and all matters as required by this Agreement which are provided by HANGZHOU MYL COMMERCIAL to Pledgee before this Agreement comes into effect are true, correct and effective in all material aspects as of the execution hereof.

8.3  All reports, documents and information concerning Pledged Property and all matters as required by this Agreement which are provided by HANGZHOU MYL COMMERCIAL to Pledgee after this Agreement comes into effect are true, correct and effective in all material aspects upon provision.

8.4  This Agreement constitutes the legal, valid and binding obligations on HANGZHOU MYL COMMERCIAL when it is duly executed by HANGZHOU MYL COMMERCIAL.

8.5  It has full right and authorization to execute and deliver this Agreement and other documents relating to the transaction as stipulated in this Agreement and to be executed by them. It also has full right and authorization to complete the transaction stipulated in this Agreement.

8.6   There is no pending or, to the knowledge of HANGZHOU MYL COMMERCIAL, threatened litigation, legal process or demand by any court or any arbitral tribunal against HANGZHOU MYL COMMERCIAL, or their property (including but are not limited to the Pledged Property), nor is there any pending or, to the knowledge of HANGZHOU MYL COMMERCIAL, threatened litigation, legal process or demand by any government authority or any administration authority against HANGZHOU MYL COMMERCIAL, or their property (including but are not limited to the Pledged Property), which is of material or detrimental effect on the economic status of HANGZHOU MYL COMMERCIAL or their capability to perform the obligations hereunder and the Guaranteed Liabilities.

8.7   Each of HANGZHOU MYL COMMERCIAL hereby agree to bear joint responsibilities to Pledgee in respect of the representations and Warranties made by its relevant Pledgor according to Article 7.5, Article 7.6, Article 7.7, Article 7.9 and Article 7.11 hereof.

8.8  HANGZHOU MYL COMMERCIAL hereby warrant to Pledgee that the above representations and warranties will remain true, correct and effective at any time and under any circumstance before the Contractual Obligations are fully performed or the Guaranteed Liabilities are fully repaid, and will be fully complied with.

ARTICLE 9 - UNDERTAKINGS BY PLEDGORS

Each of Pledgors hereby individually undertakes to Pledgee in respect of it and Its Target Company of which it holds equity as follows:

9.1  Without the prior written consent by Pledgee, Pledgors shall not establish or permit to establish any new pledge or any other encumbrance on the Pledged Property.

9.2  Without first giving written notice to Pledgee and having Pledgee's prior written consent, Pledgors shall not transfer the Pledged Property, and any attempt by Pledgors to transfer the Pledged Property shall be null and void. The proceeds from transfer of the Pledged Property by Pledgors shall be used to repay to Pledgee in advance the Guaranteed Liabilities or submit the same to the third party agreed with Pledgee.

9.3  In case of any litigation, arbitration or other demand which may affect detrimentally the interest of Pledgors or Pledgee under the Transaction Agreements and hereunder or the Pledged Property, Pledgors undertake to notify Pledgee thereof in writing as soon as possible and promptly and shall take, at the reasonable request of Pledgee, all necessary measures to ensure the pledge interest of Pledgee in the Pledged Property.

9.4  Pledgors shall not carry on or permit any act or action which may affect detrimentally the interest of Pledgee under the Transaction Agreements and hereunder or the Pledged Property.

9.5  Pledgors guarantee that they shall, at the reasonable request of Pledgee, take all necessary measures and execute all necessary documents (including but not limited to supplementary agreement hereof) in respect of ensuring the pledge interest of Pledgee in the Pledged Property and the exercise and realization of the rights thereof.

9.6  In case of assignment of any Pledged Property as the result of the exercise of the right to the pledge hereunder, Pledgors guarantee that they will take all necessary measures to realize such assignment.

9.7  Xianbin MENG and Xiaobo SHEN undertake individually to bear joint responsibilities with the other party if the performance of the Article 9 thereof of the other Party refers to HANGZHOU MYL COMMERCIAL; while HANGZHOU MYL COMMERCIAL undertake individually to bear joint responsibilities with the other party if the performance of Article 9 thereof of the other party refers to any Target Company.

ARTICLE 10 - UNDERTAKINGS BY TARGET COMPANY

10.1 Any consent, permission, waive or authorization by any third person, or any approval, permission or exemption by any government authority, or any registration or filing formalities (if required by laws) with any government authority to be handled or obtained in respect of the execution and performance hereof and the Equity Pledge hereunder will be cooperated to handle or obtain by Target Company to their best and will be ensured to remain full effective during the valid term of this Agreement.

10.2  Without the prior written consent by Pledgee, Target Company shall not cooperate to establish or permit to establish any new pledge or any other encumbrance on the Pledged Property.

10.3  Without having Pledgee's prior written consent, Target Company shall not cooperate to transfer or permit to transfer the Pledged Property.

10.4   In case of any litigation, arbitration or other demand which may affect  detrimentally the interest of Target Company or Pledgee under the Transaction Agreements and hereunder or the equity of Target Company as the Pledged Property, Target Company undertake to notify Pledgee thereof in writing as soon as possible and promptly and shall take, at the reasonable request of Pledgee, all necessary measures to ensure the pledge interest of Pledgee in the Pledged Property.

10.5  Target Company shall not carry on or permit any act or action which may affect detrimentally the interest of Pledgee under the Transaction Agreements and hereunder or the Pledged Property.

10.6  Target Company shall provide Pledgee with the financial statement of the last calendar season within the first month of each calendar season, including but are not limited to the balance sheet, the income statement and the statement of cash flow.

10.7  Target Company shall guarantee that they shall, at the reasonable request of Pledgee, take all necessary measures and execute all necessary documents (including but not limited to supplementary agreement hereof) in respect of ensuring the pledge interest of Pledgee in the Pledged Property and the exercise and realization of the rights thereof.

10.8  In case of assignment of any Pledged Property as the result of the exercise of the right to the pledge hereunder, Target Company guarantee that they will take all necessary measures to realize such assignment.

ARTICLE 11 - ENCUMBRANCE OF FIRST ORDER IN PRIORITY

11.1   Hangzhou MYL Consulting has the encumbrance of first order in priority on any and all Pledged Property.  Pursuant to the stipulations of the Transaction Agreement, any Breaching Event under any Transaction Agreement shall result in the occurrence of Breaching Event under other Transaction Agreement, Hangzhou MYL Consulting shall claim the pledge interest hereunder to Pledgor relevant to the Breaching Event, and be repaid in priority in the proportion of their respective security amount from the proceeds obtained according to the disposal of Pledged Property stipulated in Article 4 hereof.

ARTICLE 12 - CHANGE OF CIRCUMSTANCES

12   As supplement and subject to compliance with other terms of the Transaction Agreements and this Agreement, in case that at any time the promulgation or change of any PRC Law, regulations or rules, or change in interpretation or application of such laws, regulations and rules, or the change of the relevant registration procedures enables Pledgee to believe that it will be illegal or in conflict with such laws, regulations or rules to further maintain the effectiveness of this Agreement and/or dispose of the Pledged Property in the way provided herein, Pledgors and Target Company shall, at the written direction of Pledgee and in accordance with the reasonable request of Pledgee, promptly take actions and/or execute any agreement or other document, in order to:

(1)           keep this Agreement remain in effect;

(2)           facilitate the disposal of the Pledged Property in the way provided herein; and/or

(3)           maintain or realize the intention or the guarantee established hereunder.

ARTICLE 13 - EFFECTIVENESS AND TERM OF THIS AGREEMENT

13.1   This Agreement shall become effective upon the satisfaction of all of the following conditions in respect of any Target Company and any Pledgor who holds the equity of the Target Company:

(1)  this Agreement is duly executed by Pledgors, the Target Company and the Pledgors who pledge the equity of the Target Company; and

(2)  the Equity Pledge hereunder has been legally recorded in the shareholders' register of the Target Company.

Pledgors shall provide the registration certification of the Equity Pledge being recorded in the shareholders' register as mentioned above to Pledgee in a way satisfactory to Pledgee.

13.2   This Agreement shall have its valid term until the full performance of the Contractual Obligations or the full repayment of the Guaranteed Liabilities.

ARTICLE 14  - NOTICE

14.1   Any notice, request, demand and other correspondences made as required by or in accordance with this Agreement shall be made in writing and delivered to the relevant Party.

14.2   The abovementioned notice or other correspondences shall be deemed to have been delivered when it is transmitted if transmitted by facsimile or telex; it shall be deemed to have been delivered when it is delivered if delivered in person; it shall be deemed to have been delivered five (5) days after posting the same if posted by mail.

ARTICLE 15 – MISCELLANEOUS

15.1  Pledgee may, upon notice to Pledgors but not necessarily with Pledgors' consent, assign Pledgee's rights and/or obligations hereunder to any third party; provided that Pledgors may not, without Pledgee's prior written consent, assign Pledgors' rights, obligations and/or liabilities hereunder to any third party. Successors or permitted assignees (if any) of Pledgors shall continue to perform the obligations of Pledgors under this Agreement.

15.2  This Agreement shall be made in Chinese and English in quadruplicate, with each involved Party holding one (1).

15.3  The formation, validity, execution, amendment, interpretation and termination of this Agreement shall be subject to PRC Law.

15.4  Any disputes arising hereunder and in connection herewith shall be settled through consultations among the Parties, and if the Parties cannot reach an agreement regarding such disputes within thirty (30) days of their occurrence, such disputes shall be submitted to China International Economic and Trade Arbitration Commission Shanghai Branch for arbitration in Shanghai in accordance with the arbitration rules of such Commission, and the arbitration award shall be final and binding on all Parties.

15.5  Any rights, powers and remedies empowered to any Party by any provisions herein shall not preclude any other rights, powers and remedies enjoyed by such Party in accordance with laws and other provisions under this Agreement, and the exercise of its rights, powers and remedies by a Party shall not preclude its exercise of its other rights, powers and remedies by such Party.

15.6  Any failure or delay by a Party in exercising any of its rights, powers and remedies hereunder or in accordance with laws (hereinafter, the "PARTY'S RIGHTS") shall not lead to a waiver of such rights, and the waiver of any single or partial exercise of the Party's Rights shall not preclude such Party from exercising such rights in any other way and exercising the remaining part of the Party's Rights.

15.7  The titles of the Articles contained herein shall be for reference only, and in no circumstances shall such titles be used in or affect the interpretation of the provisions hereof.

15.8  Each provision contained herein shall be severable and independent from each of other provisions, and if at any time any one or more articles herein become invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions herein shall not be affected as a result thereof.

15.9  This Agreement shall substitute any other documents on the same subject executed by relevant Parties hereof once duly executed.

15.10  Any amendments or supplements to this Agreement shall be made in writing. Except for assignment by Pledgee of its rights hereunder according to Article 15.1 of this Agreement, the amendments or supplements to this Agreement shall take effect only when properly signed by the Parties to this Agreement. Notwithstanding the preceding sentence, considering the rights and obligations of Target Company and Pledgors are severable and independent, in case the amendment or supplement is intended to have impact upon one Party of the Target Company and part of the Pledgors who hold the equity interest, the amendment or supplement requires the consent by the Target Company and the part of the Pledgors only and it is not required to obtain the consent of other Target Company and other Pledgors (to the extent the amendment or supplement does not have impact upon such Pledgor).

15.11 This Agreement shall be binding on the legal successors of the Parties.

15.12 At the time of execution hereof, each of Pledgors shall sign respectively a power of attorney (as set out in Appendix I hereto, hereinafter, the "POWER OF ATTORNEY") to authorize any person designated by Hangzhou MYL Consulting to sign on its behalf according to this Agreement any and all legal documents necessary for the exercise by Pledgee of Hangzhou MYL Consulting's rights hereunder. Such Power of Attorney shall be delivered to Hangzhou MYL Consulting to keep in custody and, when necessary, Hangzhou MYL Consulting may at any time submit the Power of Attorney to the relevant government authority.

15.13 Notwithstanding any provision to the contrary in this Agreement, new companies except the Target Company and its shareholders can be included as one party of this Agreement by executing the Acknowledgement Letter in the form of Appendix 3 to this Agreement. The new companies shall enjoy the same rights and obligations as other Target Companies; the shareholders of the new companies shall enjoy the same rights and obligations as other Pledgors hereunder. Considering that the rights and obligations of the Target Company and relevant Pledgors under the Agreement are severable and independent, the participation of the new target companies and their shareholders will not affect the rights and obligations of the original Target Company and relevant Pledgors, the participation of the new target companies only requires confirmation of Hangzhou MYL Consulting by signature.Each of the Target Company hereby irrevocably and unconditionally agree the participation of the new companies and their shareholders and further confirm that shareholders of any new target companies can pledge their equity of the new target companies to Hangzhou MYL Consulting according to the stipulation of this Agreement not necessarily with consent of the original Target Company or their relevant Pledgors.

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(EXECUTION PAGE)

IN WITNESS HEREOF, the following Parties have caused this Equity Pledge Agreement to be executed as of the date and in the place first here abovementioned.

Xianbin MENG

Signature by:  /s/

Xiaobo SHEN

Signature by:  /s/

Hangzhou MYL Commercial Service Co., Ltd.

Signed by:    /s/

Name:

Position:

Hangzhou MYL Business Administration Consulting Co., Ltd.

Name:

Position:

APPENDIX I:

FORMAT OF THE POWER OF ATTORNEY

I/We, ____________, the undersigned, hereby authorize ____________, identity card number ____________, as my/our duly authorized representative to sign on my/our behalf all documents necessary or desirous for Hangzhou MYL Business Administration Consulting Co., Ltd. to exercise their rights under the Equity Pledge Agreement between Hangzhou MYL Business Administration Consulting Co., Ltd., Hangzhou MYL Commercial Service Co., Ltd., and me/us..

Signature:

Date:

APPENDIX II

ACKNOWLEDGEMENT LETTER

Name:

ID No. (for a individual): _______________/or registered address (for an entity):

("PARTICIPATED PLEDGOR")

and

Name of entity:

registered address: ____________________

("PARTICIPATED TARGET COMPANY")

hereby agree to participate in the Equity Pledge Agreement dated May 1, 2009 between Hangzhou MYL Business Administration Consulting Co., Ltd. (hereinafter "HANGZHOU MYL CONSULTING"), and other relevant parties (hereinafter, "EQUITY PLEDGE AGREEMENT") as an independent party. Participated Pledgors and Participated Target Companies pledge the equity of the Participated Target Companies which constitute ___% of the registered capital of the Participated Target Companies to Hangzhou MYL Consulting as of the date of the Acknowledgement Letter to secure the following contractual obligations:

By signing this Acknowledgement Letter, the Participated Pledgors and the Participated Target Company shall make the same undertakings and warranties as Pledgors and Target Companies do under the Equity Pledge Agreement, agree to perform the same obligations as the Pledgors and Target Company thereunder, and admit the rights and obligations of Parties thereunder.

For and on behalf of

Participated Pledgors

Signed by:

Name:

Position:

For and on behalf of

Participated Target Company

Signed by:

Name:

Position:                      

For and on behalf of

Hangzhou MYL Business Administration Consulting Co., Ltd.

Signed by:

Name:

Position:

EX-10.4

Exhibit 10.4

Confidential

CALL OPTION AGREEMENT

AMONG

Xianbin MENG,

Xiaobo SHEN,

HANGZHOU MYL COMMERCIAL SERVICE CO., LTD.

AND

HANGZHOU MYL BUSINESS ADMINISTRATION CONSULTING CO., LTD.

May 1, 2009

CALL OPTION AGREEMENT

This CALL OPTION AGREEMENT (this "AGREEMENT") is entered into in Hangzhou of the People's Republic of China (the "PRC") as of MAY 1, 2009 by and among the following Parties:

(1) Xianbin MENG

Address: Xianjin Village, Tielu Town, Langao County, Shanxi Province, PRC

Identity Card Number: 612426198009283412

(2) Xiaobo SHEN

Address:40 Lane No.1025, Liuying Rd., Zhabei District, Shanghai, PRC

Identity Card Number: 310108198606112011

(3) Hangzhou MYL Commercial Service Co., Ltd. (Hereinafter "Hangzhou MYL Commercial)

Registered Address: Room 603, 260 South Hushu Rd., Gongshu District; Hangzhou, Zhejiang, PRC

Legal Representative: Xianbin MENG

(4) Hangzhou MYL Business Administration Consulting Co., Ltd..( "Hangzhou MYL Consulting")

Registered Address: Room 604, 260 South Hushu Rd., Gongshu District; Hangzhou, Zhejiang, PRC

(12)   Legal Representative: Kaien LIANG

Xianbin MENG and Xiaobo SHEN hereinafter shall be individually referred to as a "PERSONAL SHAREHOLDER" and collectively, the "PERSONAL SHAREHOLDERS". The Personal Shareholders and HANGZHOU MYL COMMERCIAL hereinafter individually referred to as a "SHAREHOLDER" and collectively, the "SHAREHOLDERS". The Shareholders and HANGZHOU MYL CONSULTING hereinafter shall be individually referred to as a "PARTY" and collectively referred to as the "PARTIES".

WHEREAS

(1)           Xianbin MENG and Xiaobo SHEN are the registered shareholders of HANGZHOU MYL COMMERCIAL, legally holding all the equity in HANGZHOU MYL COMMERCIAL, of which Xianbin MENG holding 70% interest and Xiaobo SHEN 30%.

(2)           The Shareholders intend to transfer to Hangzhou MYL Consulting, and Hangzhou MYL Consulting is willing to accept, all their respective equity interest in the Target Companies (as defined below), to the extent not violating PRC Law.

(3)           In order to conduct the above equity transfer, the Shareholders agree to jointly grant Hangzhou MYL Consulting an irrevocable call option for equity transfer (hereinafter the "CALL OPTION"), under which and to the extent permitted by PRC Law, the Shareholders shall on demand of Hangzhou MYL Consulting transfer the Option Equity (as defined below) to Hangzhou MYL Consulting and/or any other entity or individual designated by it in accordance with the provisions contained herein.

(4)           HANGZHOU MYL COMMERCIAL intends to transfer to Hangzhou MYL Consulting all of its assets and liabilities to the extent not violating PRC Law. In order to conduct the above asset transfer, HANGZHOU MYL COMMERCIAL agrees to grant Hangzhou MYL Consulting an irrevocable call option for assets (hereinafter the "ASSET CALL OPTION"), under which and to the extent as permitted by PRC Law, HANGZHOU MYL COMMERCIAL shall on demand of Hangzhou MYL Consulting transfer the assets and liabilities to Hangzhou MYL Consulting and/or any other entity or individual designated by it in accordance with the provisions contained herein.

THEREFORE, the Parties hereby have reached the following agreement upon mutual consultations:

ARTICLE 1  - DEFINITION

1.1           Except as otherwise construed in the context, the following terms in this Agreement shall be interpreted to have the following meanings:

"PRC LAW" shall mean the then valid laws, administrative regulations, administrative rules, local regulations, judicial interpretations and other binding regulatory documents of the People's Republic of China.

"OPTION EQUITY" shall mean, in respect of each of the Shareholders, all of the equity interest held thereby in the Target Company Registered Capital (as defined below).

"TARGET COMPANY" shall mean, to Xianbin MENG and Xiaobo SHEN, HANGZHOU MYL COMMERCIAL; and to HANGZHOU MYL COMMERCIAL, any and all of its Subsidiaries to be established.

"TARGET COMPANY REGISTERED CAPITAL" shall mean the registered capital of HANGZHOU MYL COMMERCIAL as of the execution date of this Agreement, i.e., RMB60, 000,000, and the registered capital of each Target Company, which shall include any expanded registered capital as the result of any capital increase within the term of this Agreement.

"TRANSFERRED EQUITY" shall mean the equity of Target Company which Hangzhou MYL Consulting has the right to require the Shareholders to transfer to it or its designated entity or individual when Hangzhou MYL Consulting exercises its Call Option (hereinafter the "EXERCISE OF OPTION") in accordance with Article 3.2herein, the amount of which may be all or part of the Option Equity and the details of which shall be determined by Hangzhou MYL Consulting at its sole discretion in accordance with the then valid PRC Law and from its commercial consideration.

"TRANSFER PRICE" shall mean all the consideration that Hangzhou MYL Consulting or its designated entity or individual is required to pay to the Shareholders in order to obtain the Transferred Equity upon each Exercise of Option. In spite of any provision herein, in case of Hangzhou MYL Consulting exercising the call option in its sole discretion upon the occurrence of the situation in which such call option exercise become feasible under the relevant laws in PRC, any additional consideration paid other than the $1.00 which may be required under the laws of China to effect such purchase to comply with such legal formalities shall be either cancelled or returned to the company immediately with no additional compensation to the owners. The shareholders hereby acknowledge the purpose of such provisions and hereby agrees and authorizes the company to take any and all actions to effect such transaction and agrees irrevocably to execute any and all documents and instruments and authorize Hangzhou MYL Consulting and its designated entity or individual to sign on his or her behalf and hereby gives the Hangzhou MYL Consulting and its designated entity or individual a proxy to execute and deliver such documents and instruments to effect the purpose of this provision and hereby waives any defense or claim of causes of action to challenge or defeat this provision.If there exists any regulatory provision with respect to Transfer Price under the then PRC Law, Hangzhou MYL Consulting or its designated entity or individual shall be entitled to determine the lowest price permitted by PRC Law as the Transfer Price.

"BUSINESS PERMITS" shall mean any approvals, permits, filings, registrations etc. which HANGZHOU MYL COMMERCIAL is required to have for legally and validly operating its business education sector, including but not limited to the Business License of the Corporate Legal Person, the Tax Registration Certificate, and such other relevant licenses and permits as required by the then PRC Law.

"TARGET COMPANY ASSETS" shall mean, in respect of any Target Company, all the tangible and intangible assets which such Target Company owns or has the right to use during the term of this Agreement, including but not limited to any immoveable and moveable assets, and such intellectual property rights as trademarks, copyrights, patents, proprietary know-how, domain names and software use rights.

" THE EXCLUSIVE SERVICE AGREEMENT" shall mean the Exclusive Service Agreement entered into among each Target Company l dated MAY 1, 2009.

"MATERIAL AGREEMENT" shall mean an agreement to which any Target Company is a party and which has a material impact on the businesses or assets of the Target Company, including but not limited to the Exclusive Service Agreement among the Target Company and Hangzhou MYL Consulting, and other agreements regarding the Target Company's business education business.

1.2           The references to any PRC Law herein shall be deemed

(1)           to include the references to the amendments, changes, supplements and reenactments of such law, irrespective of whether they take effect before or after the formation of this Agreement; and

(2)           to include the references to other decisions, notices or regulations enacted in accordance therewith or effective as a result thereof.

1.3           Except as otherwise stated in the context herein, all references to an Article, clause, item or paragraph shall refer to the relevant part of this Agreement.

ARTICLE 2  -GRANT OF CALL OPTION

The Parties agree that the Shareholders exclusively grant Hangzhou MYL Consulting hereby irrevocably and without any additional conditions with a Call Option, under which Hangzhou MYL Consulting shall have the right to require the Shareholders to transfer the Option Equity to Hangzhou MYL Consulting or its designated entity or individual in such method as set out herein and as permitted by PRC Law. Hangzhou MYL Consulting also agrees to accept such Call Option.

in case of Hangzhou MYL Consulting exercising the call option in its sole discretion upon the occurrence of the situation in which such call option exercise become feasible under the relevant laws in PRC, any additional consideration paid other than the $1.00 which may be required under the laws of China to effect such purchase to comply with such legal formalities shall be either cancelled or returned to the company immediately with no additional compensation to the HANGZHOU MYL COMMERCIAL and Shareholders. HANGZHOU MYL COMMERCIAL and Shareholders hereby acknowledge the purpose of such provisions and hereby agrees and authorizes the company to take any and all actions to effect such transaction and agrees irrevocably to execute any and all documents and instruments and authorize the company's relevant officers to sign on his or her behalf and hereby gives the company and any of its relevant officers a proxy to execute and deliver such documents and instruments to effect the purpose of this provision and hereby waives any defense or claim of causes of action to challenge or defeat this provision.

ARTICLE 3  - METHOD OF EXERCISE OF OPTION

3.1           To the extent permitted by PRC Law, Hangzhou MYL Consulting shall have the sole discretion to determine the specific time, method and times of its Exercise of Option.

3.2           If the then PRC Law permits Hangzhou MYL Consulting and/or other entity or individual designated by it to hold all the equity interest of Target Company, then Hangzhou MYL Consulting shall have the right to elect to exercise all of its Call Option at once, where Hangzhou MYL Consulting and/or other entity or individual designated by it shall accept all the Option Equity from the Shareholders at once;

 if the then PRC Law permits Hangzhou MYL Consulting and/or other entity or individual designated by it to hold only part of the equity in Target Company, Hangzhou MYL Consulting shall have the right to determine the amount of the Transferred Equity within the extent not exceeding the upper limit of shareholding ratio set out by the then PRC Law (hereinafter the "SHAREHOLDING LIMIT"), where Hangzhou MYL Consulting and/or other entity or individual designated by it shall accept such amount of the Transferred Equity from the Shareholders. In the latter case, Hangzhou MYL Consulting shall have the right to exercise its Call Option at multiple times in line with the gradual deregulation of PRC Law on the permitted Shareholding Limit, with a view to ultimately acquiring all the Option Equity.

3.3           At each Exercise of Option by Hangzhou MYL Consulting, each of the Shareholders shall transfer their respective equity in the Target Company to Hangzhou MYL Consulting and/or other entity or individual designated by it respectively in accordance with the amount required in the Exercise Notice stipulated in Article 3.5.  Hangzhou MYL Consulting and other entity or individual designated by it shall pay the Transfer Price to each of the Shareholders who has transferred the Transferred Equity for the Transferred Equity accepted in each Exercise of Option. Hangzhou MYL Consulting shall have the right to elect to pay the purchase price by settlement of certain credits held by it or its affiliates to the shareholders.

3.4           In each Exercise of Option, Hangzhou MYL Consulting may accept the Transferred Equity by itself or designate any third party to accept all or part of the Transferred Equity.

3.5           On deciding each Exercise of Option, Hangzhou MYL Consulting shall issue to the Shareholders a notice for exercising the Call Option (hereinafter the "EXERCISE NOTICE", the form of which is set out as Appendix I hereto). The Shareholders shall, upon receipt of the Exercise Notice, forthwith transfer all the Transferred Equity in accordance with the Exercise Notice to Hangzhou MYL Consulting and/or other entity or individual designated by Hangzhou MYL Consulting in such method as described in Article 3.3 herein.

3.6           The Shareholders hereby severally undertake and guarantee that once Hangzhou MYL Consulting issues the Exercise Notice in respect to the specific Transferred Equity of the Target Company held by it:

 (1)           it shall immediately hold or request to hold a shareholders' meeting  of the Target Company and adopt a resolution through the  shareholders' meeting, and take all other necessary actions to agree  to the transfer of all the Call Option to Hangzhou MYL Consulting  and/or other entity or individual designated by it at the Transfer  Price and waive the possible preemption;

 (2)           it shall immediately enter into an equity transfer agreement with  Hangzhou MYL Consulting and/or other entity or individual designated  by it for transfer of all the Transferred Equity to Hangzhou MYL Consulting and/or other entity or individual designated by it at the  Transfer Price; and

(3)            it shall provide Hangzhou MYL Consulting with necessary support (including providing and executing all the relevant legal documents, processing all the procedures for government approvals and registrations and bearing all the relevant obligations) in accordance with the requirements of Hangzhou MYL Consulting and of the laws and regulations, in order that Hangzhou MYL Consulting and/or other entity or individual designated by it may take all the Transferred Equity free from any legal defect.

3.7           At the meantime of this Agreement, the Shareholders shall respectively enter into a power of attorney (hereinafter the "POWER OF ATTORNEY", the form of which is set out as Appendix II hereto), authorizing in writing any person designated by Hangzhou MYL Consulting to, on behalf of such Shareholder, to enter into any and all of the legal documents in accordance with this Agreement so as to ensure that Hangzhou MYL Consulting and/or other entity or individual designated by it take all the Transferred Equity free from any legal defect. Such Power of Attorney shall be delivered for custody by Hangzhou MYL Consulting and Hangzhou MYL Consulting may, at any time if necessary, require the Shareholders to enter into multiple copies of the Power of Attorney respectively and deliver the same to the relevant government department.

ARTICLE 4 - ASSET CALL OPTION

HANGZHOU MYL COMMERCIAL and the Personal Shareholders hereby further undertake to grant Hangzhou MYL Consulting irrevocably an option to purchase assets within the term of this Agreement: to the extent not violating the mandatory requirements under PRC Law, HANGZHOU MYL COMMERCIAL will transfer all of its assets and liabilities to Hangzhou MYL Consulting and/or other entity or individual designated by it when required by Hangzhou MYL Consulting.

In case of the Hangzhou MYL Consulting exercising the Asset Call Option in its sole discretion upon the occurrence of the situation in which such call option exercise become feasible under the relevant laws in PRC, any additional consideration paid other than the $1.00 which may be required under the laws of China to effect such purchase to comply with such legal formalities shall be either cancelled or returned to the company immediately with no additional compensation to the HANGZHOU MYL COMMERCIAL and Shareholders. HANGZHOU MYL COMMERCIAL and Shareholders hereby acknowledge the purpose of such provisions and hereby agrees and authorizes the company to take any and all actions to effect such transaction and agrees irrevocably to execute any and all documents and instruments and authorize the company's relevant officers to sign on his or her behalf and hereby gives the company and any of its relevant officers a proxy to execute and deliver such documents and instruments to effect the purpose of this provision and hereby waives any defense or claim of causes of action to challenge or defeat this provision.

ARTICLE 5  - REPRESENTATIONS AND WARRANTIES

5.1           Each of the Shareholders hereby severally represents and warrants in respect to it self and the Target Company in which he holds equity as follows:

5.1.1        Each of the Personal Shareholders is a PRC citizen with full capacity, with full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act independently as a litigant party.

Each of the Personal Shareholders has full power and authorization to execute and deliver this Agreement and all the other documents to be entered into by it in relation to the transaction referred to herein, and it has the full power and authorization to complete the transaction referred to herein.

5.1.2       This Agreement is executed and delivered by Personal Shareholders legally and properly. This Agreement constitutes the legal and binding obligations on Personal Shareholders and is enforceable on it in accordance with its terms and conditions. The Personal Shareholders are the registered legal owner of the Option Equity as of the effective date of this Agreement, and except the rights created by this Agreement, the Shareholders' Voting Rights Proxy Agreement entered into by Personal Shareholders, Hangzhou MYL Consulting and their respective Target Company dated MAY 1, 2009 (the "PROXY AGREEMENT"), the Equity Pledge Agreement entered into by it, Hangzhou MYL Consulting, the Target Company dated MAY 1, 2009 (the "EQUITY PLEDGE AGREEMENT"), there is no lien, pledge, claim and other encumbrances and third party rights on the Option Equity. In accordance with this Agreement, Hangzhou MYL Consulting and/or other entity or individual designated by it may, after the Exercise of Option, obtain the proper title to the Transferred Equity free from any lien, pledge, claim and other encumbrances and third party rights.

5.1.3        Target Company shall obtain complete Business Permits as necessary for its operations upon this Agreement taking effect, and Target Company shall have sufficient rights and qualifications to operate within PRC the businesses of business education and other business relating to its current business structure. Target Company has conducted its business legally since its establishment and has not incurred any cases which violate or may violate the regulations and requirements set forth by the departments of commerce and industry,

tax, culture, news, quality technology supervision, labor and social security and other governmental departments or any disputes in respect of breach of contract.

5.2           HANGZHOU MYL COMMERCIAL hereby represents and warrants in respect to it self and the Target Company in which it holds equity as follows:

5.2.1        HANGZHOU MYL COMMERCIAL is a limited liability company operation duly registered and validly existing under PRC Law, with independent status as a legal person; HANGZHOU MYL COMMERCIAL has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act independently as a subject of actions.

5.2.2        HANGZHOU MYL COMMERCIAL has full power and authorization to execute and deliver this Agreement and all the other documents to be entered into by it in relation to the transaction referred to herein, and it has the full power and authorization to complete the transaction referred to herein.

5.2.3        This Agreement is executed and delivered by HANGZHOU MYL COMMERCIAL legally and properly. This Agreement constitutes legal and binding obligations on it.

5.2.4        HANGZHOU MYL COMMERCIAL is the registered legal shareholder of the Option Equity when this Agreement comes into effect, except the rights created by this Agreement, the Proxy Agreement, the Equity Pledge Agreement, there is no lien, pledge, claim and other encumbrances and third party rights on the Option Equity. In accordance with this Agreement, Hangzhou MYL Consulting and/or other entity or individual designated by it may, upon the Exercise of Option, obtain the proper title to the Transferred Equity free from any lien, pledge, claim and other encumbrances and third party rights.

5.2.5       Target Company shall obtain complete Business Permits as necessary for its operations upon this Agreement taking effect, and Target Company shall have sufficient rights and qualifications to operate within PRC the businesses of business education and other business relating to its current business structure. Target Company has conducted its business legally since its establishment and has not incurred any cases which violate or may violate the regulations and requirements set forth by the departments of commerce and industry, tax, culture, news, quality technology supervision, labor and social security and other governmental departments or any disputes in respect of breach of contract.

The remaining shareholders of the Target Companies set out in Appendix I hereto have given written approvals regarding the content of this Agreement and have irrevocably undertaken, upon  the Exercise of Option by HANGZHOU MYL COMMERCIAL of Option Equity  in accordance with this Agreement, to respectively waive possible  rights of preemption and offer necessary assistance.

5.3           Hangzhou MYL Consulting hereby represents and warrants as follows:

5.3.1        Hangzhou MYL Consulting is a company with limited liability properly  registered and legally existing under PRC Law, with an independent  status as a legal person. Hangzhou MYL Consulting has full and independent legal status and legal capacity to execute, deliver and  perform this Agreement and may act independently as a subject of  actions.

5.3.2        Hangzhou MYL Consulting has full power and authorization to execute and deliver this Agreement and all the other documents to be entered into by it in relation to the transaction referred to herein, and it has the full power and authorization to complete the transaction referred to herein.

ARTICLE 6  - UNDERTAKINGS BY THE SHAREHOLDERS

6.1           The Shareholders hereby individually undertake within the term of this Agreement that it must take all necessary measures to ensure that Target Company is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time.

6.2           The Shareholders hereby individually undertake within the term of this Agreement that without the prior written consent by Hangzhou MYL Consulting,

6.2.1         no Shareholders shall transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity;

6.2.2         it shall not increase or decrease the Target Company Registered Capital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital;

6.2.3         it shall not dispose of or cause the management of Target Company to dispose of any of the Target Company Assets (except as occurs during the arm's length operations);

6.2.4         it shall not terminate or cause the management of Target Company to terminate any Material Agreements entered into by Target Company, or enter into any other Material Agreements in conflict with the existing Material Agreements;

6.2.5         it shall not individually or collectively cause each Target Company to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to and approved by Hangzhou MYL Consulting in writing);

6.2.6         it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of Target Company to be appointed or dismissed by the Shareholders;

6.2.7         it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release;

6.2.8         it shall ensure that Target Company shall validly exist and prevent it from being terminated, liquidated or dissolved;

6.2.9         it shall not amend the Articles of Association of Target Company or cast affirmative votes regarding such amendment;

6.2.10       it shall ensure that Target Company shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm's length basis; and

6.2.11      If it acquires any equity interest of a new business education company other than the Target Company within the term of this Agreement and such new business education company's business relies on the service provided by Hangzhou MYL Consulting and/or Focus Media Digital, it shall grant Hangzhou MYL Consulting Transferred Option in respect to the equity interest held by it in such business education company subject to and upon the same terms and conditions of this Agreement.

6.3           The Shareholders hereby individually undertake that it must make all its efforts during the term of this Agreement to develop the business of Target Company, and ensure that the operations of Target Company are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the Target Company Assets or its credit standing or affect the validity of the Business Permits of Target Company.

6.4        Without limiting the generality of Article 6.3 above, considering the fact that each Shareholder of each Target Company sets aside all the equity interest held thereby in each Target Company as security to secure the performance by each Target Company of the obligations under the Exclusive Service Agreement, the performance of such Shareholder of the obligations under the Proxy Agreement, the Shareholder undertakes to, within the term of this Agreement, make full and due performance of any and all of the obligations on the part thereof under the Proxy Agreement, and to procure the full and due performance of each Target Company of any and all of its obligations under the Exclusive Service Agreement and warrants that no adverse impact on exercising the rights under this Agreement by Hangzhou MYL Consulting will be incurred due to the breach by the Shareholder of the Proxy Agreement or the breach of the Target Company of the Exclusive Service Agreement.

6.5         HANGZHOU MYL COMMERCIAL undertakes that, before Hangzhou MYL Consulting’s Exercise of Option and acquire all equity of HANGZHOU MYL COMMERCIAL, HANGZHOU MYL COMMERCIAL shall not do the following:

6.5.1      Sell, transfer, mortgage or dispose by other way any assets, business, revenue or other legal rights of its own or any Target Company, or permit creating any encumbrance or other third party's interest on such assets, business, revenue or other legal rights (except as occurs during the arm's length or operations or daily operation, or as is disclosed to Hangzhou MYL Consulting and approved by Hangzhou MYL Consulting in writing);

6.5.2      conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to Hangzhou MYL Consulting and approved by Hangzhou MYL Consulting in writing);

6.5.3       release any dividend or share profit to the Personal Shareholders or cause the Target Company to do so in any form.

ARTICLE 7  - CONFIDENTIALITY

7.1         Notwithstanding the termination of this Agreement, the Shareholders shall be obligated to keep in confidence the following information (hereinafter collectively the "CONFIDENTIAL INFORMATION"):(i)information on the execution, performance and the contents of this Agreement;(ii)the trade secret, proprietary information and customer information in relation to Hangzhou MYL Consulting known to or received by it as the result of execution and performance of this Agreement; and(iii)the trade secrets, proprietary information and customer information in relation to Target Company known to or received by it as the shareholder of Target Company.

The Shareholders may use such Confidential Information only for the purpose of performing its obligations under this Agreement. No Shareholders shall disclose the above Confidential Information to any third parties without the written consent from Hangzhou MYL Consulting, or they shall bear the default liability and indemnify the losses.

7.2         Upon termination of this Agreement, both Shareholders shall, upon demand by Hangzhou MYL Consulting, return, destroy or otherwise dispose of all the documents, materials or software containing the Confidential Information and suspend using such Confidential Information.

7.3           Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

ARTICLE 8  - TERM OF AGREEMENT

8.1           This Agreement shall take effect as of the date of formal execution by the Parties. For each Shareholder, this Agreement shall terminate in respect to such Shareholder when all the Option Equity of all the Target Company held by him is legally transferred and registered under the name of Hangzhou MYL Consulting and/or other entity or individual designated by it in accordance with the provisions of this Agreement.

8.2           After termination of this Agreement in respect to such Shareholder according to Article 8.1 above, this Agreement continues to be fully valid in respect to other Shareholders.

ARTICLE 9 – NOTICE

9.1           Any notice, request, demand and other correspondences made as required by or in accordance with this Agreement shall be made in writing and delivered to the relevant Party.

9.2           The abovementioned notice or other correspondences shall be deemed to have been delivered when it is transmitted if transmitted by facsimile or telex; it shall be deemed to have been delivered when it is delivered if delivered in person; it shall be deemed to have been delivered five (5) days after posting the same if posted by mail.

ARTICLE 10  - LIABILITY FOR BREACH OF CONTRACT

10.1           The Parties agree and confirm that, if any Party (the “DEFAULTING PARTY”) breaches substantially any provision hereof, or fails substantially to perform any of the obligations hereunder, such breach or failure shall constitute a default hereunder ( “DEFAULT”), then the non-defaulting Party shall have the right to require the Defaulting Party to make remedy within a reasonably specified period. If the Defaulting Party fails to make remedy within such reasonable period or within ten (10) days after the non-defaulting Party notifying the Defaulting Party in writing and requiring it to make remedy, then the non-defaulting Party shall have the right, at its sole discretion, to (1) terminate this Agreement and require the Defaulting Party to keep it fully indemnified; or (2) to demand the enforcement of the Defaulting Party’s obligations hereunder and require the Defaulting Party to keep it fully indemnified.

10.2           Without limiting the generality of Article 10.1, any breach of the Proxy Agreement, the Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; and any breach by Target Company of any provision in the Exclusive Service Agreement, if attributable to the failure of any Shareholder to perform the obligations thereof under Article 6.4 hereof, shall be deemed as having constituted the breach by such Shareholder of this Agreement.

10.3           The Parties agree and confirm that in no circumstances shall the Shareholders request the termination of this Agreement for any reason, except otherwise stipulated by law or this Agreement.

10.4           Notwithstanding any other provisions herein, this Article shall survive the suspension or termination of this Agreement.

ARTICLE 11  - MISCELLANEOUS

11.1           This Agreement shall be made in Chinese and English in quadruplicate, with each involved Party holding one (1) copy hereof.

11.2           The formation, validity, execution, amendment, interpretation and termination of this Agreement shall be governed by PRC Law.

11.3           Any disputes arising hereunder and in connection herewith shall be settled through consultations among the Parties, and if the Parties cannot reach an agreement regarding such disputes within thirty (30) days of their occurrence, such disputes shall be submitted to China International Economic and Trade Arbitration Commission Shanghai Branch for arbitration in Shanghai in accordance with the arbitration rules of such Commission, and the arbitration award shall be final and binding on all Parties.

11.4           Any rights, powers and remedies empowered to any Party by any provisions herein shall not preclude any other rights, powers and remedies enjoyed by such Party in accordance with laws and other provisions under this Agreement, and the exercise of its rights, powers and remedies by a Party shall not preclude its exercise of its other rights, powers and remedies by such Party.

11.5           Any failure or delay by a Party in exercising any of its rights, powers and remedies hereunder or in accordance with laws (hereinafter the "PARTY'S RIGHTS") shall not lead to a waiver of such rights, and the waiver of any single or partial exercise of the Party's Rights shall not preclude such Party from exercising such rights in any other way and exercising the remaining part of the Party's Rights.

11.6           The titles of the Articles contained herein shall be for reference only, and in no circumstances shall such titles be used in or affect the interpretation of the provisions hereof.

11.7 Each provision contained herein shall be severable and independent from each of other provisions, and if at any time any one or more articles herein become invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions herein shall not be affected as a result thereof.

11.8            Upon execution, this Agreement shall substitute any other legal documents previously executed by the Parties on the same subject.

11.9            Any amendments or supplements to this Agreement shall be made in writing and shall take effect only when properly signed by the Parties to this Agreement. Notwithstanding the preceding sentence, considering that the rights and obligations of each of the Shareholders hereunder are independent and severable from each other,

in case the amendment or supplement to this Agreement is intended to have impact upon one of the Shareholders, such amendment or supplement requires the approval of such Shareholder only and it is not required to obtain the approval from the other ones of the Shareholders (to the extent the amendment or supplement do not have impact upon such other Shareholders).

11.10           Without prior written consent by Hangzhou MYL Consulting, the Shareholders shall not transfer to any third party any of its right and/or obligation under this Agreement, Hangzhou MYL Consulting shall have the right to transfer to any third party designated by it any of its right and/or obligation under this Agreement after notice to the Shareholders.

11.11           This Agreement shall be binding on the legal successors of the Parties.

Notwithstanding any provision to the contrary in this Agreement, in case of the event stipulated under Article 6.2.10, the relevant Shareholder shall, upon request by Hangzhou MYL Consulting, procure that such new business education company should be included as a Target Company defined hereunder and that the all the equity interest held by such Shareholder in such new business education company shall become the Option Equity defined hereunder, by signing the acknowledgement letter in substantially the form attached hereto as Appendix III. Considering that the rights and obligations of each of the Shareholders hereunder are independent and severable from each other, the arrangement procuring that the equity interest in such new business education company becoming the Option Equity will have no impact on the rights or obligations of the other Shareholders, the above arrangement requires written confirmation of Hangzhou MYL Consulting and the relevant Shareholder only. The other Shareholders hereto hereby grant irrevocable and unconditional waiver in respect to such arrangement, and further acknowledge that the relevant Shareholder should not be obligated to obtain approval from them when he or it make the equity interest held by him or it Option Equity.

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(EXECUTION PAGE)

IN WITNESS HEREOF, the following Parties have caused this Call Option Agreement to be executed as of the date and in the place first above mentioned.

Xianbin MENG

Signature by: /s/

Xiaobo SHEN

Signature by: /s/

Hangzhou MYL Commercial Service Co., Ltd.

Signed by: /s/

Name:

Position:

Hangzhou MYL Business Administration Consulting Co., Ltd.

Name:

Position:

APPENDIX I:

FORMAT OF THE OPTION EXERCISE NOTICE

To:

As our company and you/your company and other relevant parties signed an Call Option Agreement as of May 1, 2009 ("OPTION AGREEMENT"), and reached an agreement that you/your company shall transfer the equity you/your company hold in Hangzhou MYL Commercial Service Co., Ltd. ("TARGET COMPANY") to our company or any third parties designated by our company on demand of our company to the extent as permitted by PRC Law and regulations,

Therefore, our company hereby gives this Notice to you/your as follows:

Our company hereby requires to exercise the Call Option under the Option Agreement and ______________________________ designated by our company shall accept the equity you/your company hold accounting for ______% of the Registered Capital ("PROPOSED ACCEPTED EQUITY") of Hangzhou MYL Commercial Service Co., Ltd.. You/Your company is required to forthwith transfer all the Proposed Accepted Equity to ____________________________ upon receipt of this Notice in accordance with the agreed terms in the Option Agreement.

Best regards,

Hangzhou MYL Business Administration Consulting Co., Ltd.

Authorized Representative:

Date:

APPENDIX II:

FORM OF THE POWER OF ATTORNEY

I/We, the undersigned, __________________, hereby irrevocably authorize __________________ Identity card No. __________________, as the authorized representative of me/us, to sign the Equity Transfer Agreement and other relevant legal documents between me/us and Hangzhou MYL Business Administration Consulting Co., Ltd. regarding the Equity Transfer of Hangzhou MYL Commercial Service Co., Ltd.

Signature:

Date:

APPENDIX III:

ACKNOWLEDGEMENT LETTER

I/We, the undersigned,

Name:              ID Card number:______                 (for an individual), or

Name:              registered address                        (for an entity)

as an independent party, hereby agree to grant Hangzhou MYL Business Administration Consulting Co., Ltd.( "HANGZHOU MYL CONSULTING ") with an irrevocable equity Call Option ("CALL OPTION") in respect to ___% of the equity share of                            (hereinafter the "NEW TARGET COMPANY") held by me/us.

By signing this Acknowledgement Letter, the New Target Company and the newly increase equity share shall be the "Target Company" and "Option Equity" defined under the Call Option Agreement ("CALL OPTION AGREEMENT") entered into between Hangzhou MYL Consulting, other relevant parties, and me/us dated May 1, 2009;

and I/we immediately make the same representations and warranties in respect of the New Target Company and relevant equity Call Option as I/we made under the Call Option Agreement in respect of the defined Target Company and Call Option.

NAME OF THE SHAREHOLDER/NAME OF THE COMPANY

Signed by:

Name:

Position:

Hangzhou MYL Business Administration Consulting Co., Ltd.

Signed by:

Name:

Position:

EX-10.5

Exhibit 10.5

CONFIDENTIAL

SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT

Xianbin MENG,

Xiaobo SHEN,

HANGZHOU MYL COMMERCIAL SERVICE CO., LTD.

AND

HANGZHOU MYL BUSINESS ADMINISTRATION CONSULTING CO., LTD.

MAY 1, 2009

SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT

This SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT (this “AGREEMENT”) is entered into on MAY 1, 2009 by and between:

(1) Xianbin MENG

Address: Xianjin Village, Tielu Town, Langao County, Shanxi Province, PRC

Identity Card Number: 612426198009283412

(2) Xiaobo SHEN

Address:40 Lane No.1025, Liuying Rd., Zhabei District, Shanghai, PRC

Identity Card Number: 310108198606112011

(3) Hangzhou MYL Commercial Service Co., Ltd. (Hereinafter "Hangzhou MYL Commercial)

Registered Address: Room 603, 260 South Hushu Rd., Gongshu District; Hangzhou, Zhejiang, PRC

Legal Representative: Xianbin MENG

(4) Hangzhou MYL Business Administration Consulting Co., Ltd..( "Hangzhou MYL Consulting")

Registered Address: Room 604, 260 South Hushu Rd., Gongshu District; Hangzhou, Zhejiang, PRC

Legal Representative: Kaien LIANG

The above parties shall hereinafter be individually referred to as a “PARTY” and collectively, “PARTIES”. Xianbin MENG and Xiaobo SHEN shall hereinafter be individually referred to as a “PERSONAL SHAREHOLDER” and collectively, “PERSONAL SHAREHOLDERS”, Personal Shareholders and HANGZHOU MYL COMMERCIAL shall hereinafter be individually referred to as a “SHAREHOLDER” and collectively, “SHAREHOLDERS”.

WHEREAS:

1. Xianbin MENG and Xiaobo SHEN are the registered shareholders of HANGZHOU MYL COMMERCIAL, legally holding all the equity in HANGZHOU MYL COMMERCIAL, of which Xianbin MENG holding 70% interest and Xiaobo SHEN 30%.

2. The Shareholders intend to severally entrust the individual designated by Hangzhou MYL Consulting with the exercises of their voting rights in Target Company (as defined below) while Hangzhou MYL Consulting is willing to designate such an individual.

The Parties hereby have reached the following agreement upon friendly consultations:

ARTICLE 1  VOTING RIGHTS ENTRUSTMENT

1.1           Under this Agreement, “TARGET COMPANY” shall mean, to Xianbin MENG and Xiaobo SHEN, HANGZHOU MYL COMMERCIAL; and to HANGZHOU MYL COMMERCIAL, any and all of its Subsidiaries to be established.

1.2           The Shareholders hereby irrevocably undertake to respectively sign the Entrustment Letter after execution of the Agreement to respectively entrust the personnel designated by Hangzhou MYL Consulting then (“TRUSTEES”) to exercise the following rights enjoyed by them as shareholders of Target Company in accordance with the then effective articles of association of Target Company (collectively, the “ENTRUSTED RIGHTS”):

(1)           Proposing to convene and attending shareholders’ meetings of Target Company as proxy of the Shareholders according to the articles of association of Target Company;

(2)           Exercising voting rights as proxy of the Shareholders, on issues discussed and resolved by the shareholders’ meeting of Target Company, including but not limited to the appointment and election for the directors, general manager and other senior management personnel of Target Company.

The above authorization and entrustment is granted subject to the status of trustees as PRC citizens and the approval by Hangzhou MYL Consulting. Upon and only upon written notice of dismissing and replacing Trustee(s) given by Hangzhou MYL Consulting to the Shareholders, the Shareholders shall promptly entrust another PRC citizen then designated by Hangzhou MYL Consulting to exercise the above Entrusted Rights, and once new entrustment is made, the original entrustment shall be replaced; the Shareholders shall not cancel the authorization and entrustment of the Trustee(s) otherwise.

1.3           The Trustees shall perform the entrusted obligation within the scope of entrustment in due care and prudence and in compliance with laws; the Shareholders acknowledge and assume relevant liabilities for any legal consequences of the Trustees’ exercise of the foregoing Entrusted Rights.

1.4           The Shareholders hereby acknowledge that the Trustees are not required to seek advice from the Shareholders prior to their respective exercise of the foregoing Entrusted Rights. However, the Trustees shall inform the Shareholders in a timely manner of any resolution or proposal on convening interim shareholders’ meeting after such resolution or proposal is made.

ARTICLE 2  RIGHT TO INFORMATION

2.1           For the purpose of exercising the Entrusted Rights under this Agreement, the Trustees are entitled to know the information with regard to Target Company’s operation, business, clients, finance, staff, etc., and shall have access to relevant materials of Target Company. Target Company shall adequately cooperate with the Trustees in this regard.

ARTICLE 3 EXERCISE OF ENTRUSTED RIGHTS

3.1           The Shareholders will provide adequate assistance to the exercise of the Entrusted Rights by the Trustees, including execution of the resolutions of the shareholders’ meeting of Target Company or other pertinent legal documents made by the Trustee when necessary (e.g., when it is necessary for examination and approval of or registration or filing with governmental departments).

3.2           If at any time during the term of this Agreement, the entrustment or exercise of the Entrusted Rights under this Agreement is unenforceable for any reason except for default of any Shareholder or Target Company, the Parties shall immediately seek a most similar substitute for the unenforceable provision and, if necessary, enter into supplementary agreement to amend or adjust the provisions herein, in order to ensure the realization of the purpose of this Agreement.

ARTICLE 4 EXEMPTION AND COMPENSATION

4.1           The Parties acknowledge that Hangzhou MYL Consulting shall not be requested to be liable for or compensate (monetary or otherwise) other Parties or any third party due to exercise of Entrusted Rights by the Trustees designated by Hangzhou MYL Consulting under this Agreement.

4.2           Target Company and the Shareholders agree to compensate Hangzhou MYL Consulting for and hold it harmless against all losses incurred or likely to be incurred by it due to exercise of the Entrusted Rights by the Trustees designated by Hangzhou MYL Consulting, including without limitation any loss resulting from any litigation, demand arbitration or claim initiated or raised by any third party against it or from administrative investigation or penalty of governmental authorities.

However, the Shareholders and Target Company will not compensate for losses incurred due to wilful misconduct or gross negligence of Hangzhou MYL Consulting.

ARTICLE 5  REPRESENTATIONS AND WARRANTIES

5.1              Each of the Personal Shareholders hereby severally and jointly represents and warrants that:

5.1.1           Each of the Personal Shareholders is a PRC citizen with full capacity and with full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act independently as a subject of actions.

5.1.2           Each of the Personal Shareholders has full right and authorization to execute and deliver this Agreement and other documents that are related to the transaction referred to herein and to be executed by them. They have full right and authorization with respect to consummate the transaction referred to herein.

5.1.3           This Agreement shall be executed and delivered by the Personal Shareholders lawfully and properly. This Agreement constitutes the legal and binding obligations on them and is enforceable on them in accordance with its terms and conditions hereof.

5.1.4           The Personal Shareholders are registered and legal shareholders of Target Company as of the effective date of this Agreement, and except the rights created by this Agreement, the Call Option Agreement entered into by Hangzhou MYL Consulting, Target Companies and them on MAY 1, 2009 (the “CALL OPTION AGREEMENT”), as well as the Equity Pledge Agreement entered into by Hangzhou MYL Consulting and Target Company and them on MAY 1, 2009, (the “EQUITY PLEDGE AGREEMENT”), there exists no third party right on the Entrusted Rights. Pursuant to this Agreement, the Trustees may fully and sufficiently exercise the Entrusted Rights in accordance with the then effective articles of association of Target Company.

5.1.5           Considering the fact that according to Equity Pledge Agreement, considering the fact that Personal Shareholders will set aside all the equity interest held thereby in relevant Target Company as security to secure the performance by them of their obligations under the Call Option Agreement entered into between them respectively and Hangzhou MYL Consulting as of MAY 1, 2009, Personal Shareholders undertake to make full and due performance of the obligations under Call Option Agreement during the valid term of this Agreement, and they will not be in conflict with any stipulation under Call Option Agreement, which are likely to have impact on the exercise of he Entrusted Rights the Trustees under this Agreement.

5.1.6           Considering the facts that the Target Company entered into the Exclusive Agreement (the “SERVICE AGREEMENT”) on MAY 1, 2009 with Hangzhou MYL Consulting, the Call Option Agreement with Hangzhou MYL Consulting and the Shareholders on MAY 1, 2009, and that the Shareholders of Target Company will set aside all equity interest held thereby in Target Company as security to secure the performance of the contractual obligations under the above two agreements by Target Company, the Personal Shareholders undertake to, during the valid term of this Agreement, procure the full and due performance of Target Company of any and all its obligations under the Service Agreement, the Call Option Agreement, and warrant that no adverse impact on the exercise of the Entrusted Rights hereunder by the Trustees will be incurred due to the breach of the Exclusive Service Agreement, Call Option Agreement by Target Company.

5.2              Hangzhou MYL Consulting (excluding the person designated by it) hereby represents and warrants that:

5.2.1           it is a company with limited liability properly registered and legally existing under PRC laws, with an independent corporate legal person status, and with full and independent legal status and legal capacity to execute, deliver and perform this Agreement and may act independently as a subject of actions; and

5.2.2           it has the full corporate power and authority to execute and deliver this Agreement and all the other documents to be entered into by it in relation to the transaction contemplated hereunder, and has the full power and authority to consummate such transaction.

5.3              HANGZHOU MYL COMMERCIAL hereby represents and warrants that any Target Company:

5.3.1           will be a company or entity with limited liability properly registered and legally existing under PRC laws, with an independent legal person status, and with full and independent legal status and legal capacity to execute, deliver and perform this Agreement and may act independently as a subject of actions; and

5.3.2           will have the full corporate power and authority to execute and deliver this Agreement and all the other documents to be entered into by it in relation to the transaction contemplated hereunder, and has the full power and authority to consummate such transaction.

5.3.3           the Shareholders are registered shareholders as of the effective date of this Agreement, legally holding the equity interest in such Target Company. Except rights created by this Agreement, the Equity Pledge Agreement and the Call Option Agreement, there exists no third party right on the Entrusted Rights. Pursuant to this Agreement, the Trustees may fully and sufficiently exercise the Entrusted Rights in accordance with the then effective articles of association of Target Company.

5.3.4           Considering the fact that the Shareholders of Target Company will set aside all the equity interest held thereby in Target Company as security to secure the performance of the contractual obligations by Target Company under the Exclusive Service Agreement, the Call Option Agreement, Target Company will undertake to, during the valid term of this Agreement, make full and due performance of any and all obligations under the Exclusive Service Agreement, the Call Option Agreement, and warrant that no adverse impact on the exercise of the Entrusted Rights hereunder by the Trustees will be incurred due to the breach of the Exclusive Service Agreement, the Call Option Agreement by Target Company.

5.4              HANGZHOU MYL COMMERCIAL hereby in respect of itself represents and warrants that:

5.4.1           it is a company with limited liability properly registered and legally existing under PRC laws, with an independent legal person status, and with full and independent legal status and legal capacity to execute, deliver and perform this Agreement and may act independently as a subject of actions; and

5.4.2           it has the full corporate power and authority to execute and deliver this Agreement and all the other documents to be entered into by it in relation to the transaction contemplated hereunder, and has the full power and authority to consummate such transaction.

5.4.3           As of the effective date of this Agreement, Xianbin MENG and Xiaobo SHEN are registered shareholders, legally holding the equity interest in HANGZHOU MYL COMMERCIAL.  Except rights created by this Agreement, the Equity Pledge Agreement and the Call Option Agreement, in respect of HANGZHOU MYL COMMERCIAL, there exists no third party right on the Entrusted Rights. Pursuant to this Agreement, the Trustees may fully and sufficiently exercise the Entrusted Rights according to the then effective articles of association of HANGZHOU MYL COMMERCIAL.

5.4.4           As of the effective date of this Agreement and in respect of Target Company in which it holds equity interest, it is registered shareholder. Except rights created by this Agreement, the Call Option Agreement and the Equity Pledge Agreement, there exists no third party right on the Entrusted Rights.  Pursuant to this Agreement, the Trustees may fully and sufficiently exercise the Entrusted Rights according to the then effective articles of association of Target Company.

5.4.5           Considering the fact that according to the Equity Pledge Agreement, it shall set aside all equity interest held thereby in relevant Target Company as security to secure the performance of its obligations under the Call Option Agreement. HANGZHOU MYL COMMERCIAL undertakes to make full and due performance of the Call Option Agreement during the valid term of this Agreement and that it will not be in conflict with any term under the Call Option Agreement, which may have impact on the exercise of the Entrusted Rights by the Trustees under this Agreement.

5.4.6           Considering the fact that according to the Equity Pledge Agreement, that Shareholders of Target Company will set aside all the equity interest held thereby in Target Company as security to secure the performance of the contractual obligations by Target Company under the Exclusive Service Agreement, Call Option Agreement, HANGZHOU MYL COMMERCIAL undertakes to, during the valid term of this Agreement, procure the full and due performance of any and all obligations under the Exclusive Service Agreement and Call Option Agreement by the Target Company in which it holds equity interest, and warrants that no adverse impact on the exercise of the Entrusted Rights hereunder by the Trustees will be incurred due to breaching the Exclusive Service Agreement, or Call Option Agreement by Target Company.

ARTICLE 6  TERM OF AGREEMENT

6.1           This Agreement takes effect as of May 1, 2009. Unless earlier terminated by any of the Parties in writing, this Agreement shall be valid for a term of five (5) years commencing May 1, 2009; provided that it shall be deemed to be automatically extended for another five (5) years starting from the expiration date unless Hangzhou MYL Consulting sends a written notice indicating its objection to extending of this agreement..

6.2           In case that a Shareholder transfers all of the equity interest held by it in Target Company with prior consent of Hangzhou MYL Consulting, such Shareholder shall no longer be a Party to this Agreement whilst the obligations and commitments of the other Parties under this Agreement shall not be adversely affected thereby.

ARTICLE 7  NOTICE

7.1           Any notice, request, demand and other correspondences made as required by or in accordance with this Agreement shall be made in writing and delivered to the relevant Party.

7.2           The abovementioned notice or other correspondences shall be deemed to have been delivered when (i) it is transmitted if transmitted by facsimile or telex, or (ii) it is delivered if delivered in person, or (iii) when five (5) days have elapsed after posting the same if posted by mail.

ARTICLE 8 DEFAULT LIABILITY

8.1           The Parties agree and confirm that, if any Party (the “DEFAULTING PARTY”) breaches substantially any provision hereof, or fails substantially to perform any of the obligations hereunder, such breach or failure shall constitute a default hereunder ( “DEFAULT”), then the non-defaulting Party shall have the right to require the Defaulting Party to make remedy within a reasonably specified period. If the Defaulting Party fails to make remedy within such reasonable period or within ten (10) days after the non-defaulting Party notifying the Defaulting Party in writing and requiring it to make remedy, then the non-defaulting Party shall have the right, at its sole discretion, to (1) terminate this Agreement and require the Defaulting Party to keep it fully indemnified; or (2) to require specific performance by the Defaulting Party of this Agreement and to keep it fully indemnified.

8.2           Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by Target Company of the Exclusive Service Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement.

8.3           The Parties agree and confirm, the Shareholders or Target Company shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement.

8.4           Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

ARTICLE 9 MISCELLANEOUS

9.1           This Agreement shall be made in Chinese and English in quadruplicate, with each involved Party holding one (1).

9.2           The conclusion, validity, execution, amendment, interpretation and termination of this Agreement shall be governed by laws of the PRC.

9.3           Any disputes arising from and in connection with this Agreement shall be settled through consultations among the Parties involved, and if the Parties involved fail to reach an agreement regarding such a dispute within thirty (30) days of its occurrence, such dispute shall be submitted to China International Economic and Trade Arbitration Commission Shanghai Branch for arbitration in Shanghai in accordance with the arbitration rules of such commission, and the arbitration award shall be final and binding on all the Parties involved.

9.4           Any rights, powers and remedies empowered to any Party by any provisions herein shall not preclude any other rights, powers and remedies enjoyed by such Party in accordance with laws and other provisions under this Agreement, and a Party’s exercise of any of its rights, powers and remedies shall not preclude its exercise of other rights, powers and remedies of it.

9.5           Any failure or delay by a Party in exercising any of its rights, powers and remedies hereunder or in accordance with laws (the “PARTY’S RIGHTS”) shall not lead to a waiver of such rights, and the waiver of any single or partial exercise of the Party’s Rights shall not preclude such Party from exercising such rights in any other way or exercising the remaining part of the Party’s Rights.

9.6           The titles of the Articles contained herein are for reference only, and in no circumstances shall such titles be used for or affect the interpretation of the provisions

9.7           Each provision contained herein shall be severable and independent from each of other provisions. If at any time any one or more articles herein become invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions herein shall not be affected thereby.

9.8Upon execution, this Agreement shall replace any other previous legal documents entered into by relevant Parties on the same subject matter.

9.9           Any amendments or supplements to this Agreement shall be made in writing and shall take effect only when properly signed by the Parties to this Agreement. Notwithstanding the preceding sentence, considering that the rights and obligations of each Target Company and its Shareholders are independent and severable from each other, in case that the amendment or supplement to this Agreement is intended to have impact upon one of the Target Companies and its Shareholders, such amendment or supplement requires only the approval of Hangzhou MYL Consulting, the Target Company and its Shareholder while no consent is necessary from the other Target Companies and their Shareholders (to the extent that the amendment or supplement does not have impact upon such other Shareholders).

9.10         In respect of the Shareholder and Target Company, they shall not assign any of their rights and/or transfer any of their obligations hereunder to any third parties without prior written consent from Hangzhou MYL Consulting; Hangzhou MYL Consulting shall have the right to assign any of its rights and/or transfer any of its obligations hereunder to any third parties designated by it after giving notice to the Shareholders.

9.11         This Agreement shall be binding on the legal successors of the Parties.

9.12         The rights and obligations of Target Companies are severable and independent, performance of this Agreement by any Shareholder and any Target Company shall not affect the performance by the other Shareholders and other Target Companies.

9.13           Notwithstanding any provision to the contrary in this Agreement, new companies other than the Target Companies and their shareholder(s) can be included as one party to this Agreement by signing the Acknowledgement Letter in the form of Appendix to this Agreement. The new companies shall enjoy the same rights and assume the same obligations as other Target Companies; the shareholder(s) of the new companies shall enjoy the same rights and assume obligations as the other Shareholders hereunder. Since the rights and obligations of the Target Company and its Shareholder(s) under the Agreement are severable and independent, the participation of the new target companies and their shareholders will not affect the rights and obligations of the original Target Company and its Shareholders, the participation of the new target companies only requires confirmation of Hangzhou MYL Consulting by signing. Each of the Target Companies hereby irrevocably and unconditionally agrees to the participation of the new companies and their shareholders, and further confirms that the shareholder(s) of any new target company can entrust the Trustees to exercise the voting rights according to the terms of this Agreement not necessarily with consent of the original Target Companies or their relevant Shareholder(s).

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IN WITNESS HEREOF, the following Parties have caused this Shareholders’ Voting Rights Proxy Agreement to be executed as of the date first here above mentioned.

Xianbin MENG

Signature by:   /s/

Xiaobo SHEN

Signature by:   /s/

Hangzhou MYL Commercial Service Co., Ltd.

Signed by:    /s/

Name:

Position:

Hangzhou MYL Business Administration Consulting Co., Ltd.

Name:

Position:

APPENDIX II

ACKNOWLEDGEMENT LETTER

Name:

ID No. (for a individual): _______________/or registered address (for an entity):

("PARTICIPATING SHAREHOLDER")

and

Name of entity:

registered address: ____________________

("PARTICIPATING TARGET COMPANY")

hereby agree to participate each as an independent party in the Shareholders' Voting Rights Proxy Agreement dated MAY 1, 2009 among Hangzhou MYL Business Administration Consulting Co., Ltd. and other relevant parties ("PROXY AGREEMENT"). Participating Shareholder and Participated Target Company agree to entrust the Trustees designated by Hangzhou MYL Consulting to exercise the voting rights in Participating Target Company in respect of ___% of the equity interest in the registered capital of Participating Target Company held by the Participating Shareholder as of the date of the Acknowledgement Letter, on behalf of Participating Shareholder.

By signing this Acknowledgement Letter, the Participating Shareholder and Participated Target Company shall be deemed to have made the same undertakings and warranties as those of the Shareholders and Target Companies under the Proxy Agreement, to agree to respectively perform the same obligations as the Shareholders and Target Companies thereunder, and to acknowledge the rights and obligations of the Parties thereunder.

PARTICIPATING SHAREHOLDERS

Signed by : _____________

Name:

Position:

PARTICIPATING TARGET COMPANY

Signed by : _____________

Name:

Position:

Hangzhou MYL Business Administration Consulting Co., Ltd.

Signed by : _____________

Name:

Position:

EX-10.6

Exhibit 10.6

Contract reference No. HR-ZX-LW-2009-0077

CONTRACT FOR LEASE OF EMPLOYEES

This contract is made by and between Hangzhou MYL Business Administration Consulting Co., Ltd. (“Party A”) and Zhejiang Foreign Service Corporation Ningbo Branch (“Party B”).

In accordance with the Employment Law of the People’s Republic of China and the relevant laws, regulations and policies, the Parties have amicably negotiated on the basis of equity and mutual benefit and concluded this contract regarding the lease of employees from Party B to Party A, set forth on the terms and conditions as follows:

I.           Positions and Number of Persons Required for Leased Employees

1.   Party A shall take charge of recruitment of leased employees. Employees who are recruited and with whom Party B decides to establish the employment relation will be leased to Party A.

2.   The Confirmation of Leased employees, attached as Appendix A hereto, is to specify the number, names, term of lease, positions assumed and the responsibilities, conditions on examination and recruitment for the probation period, relevant expense etc. The said Appendix shall be of same effect as this contract.

3.   Subject to mutual negotiation and agreement by the Parties as well as the consent by the leased employee, the position(s) (job type) and place of working for such leased employee may be changed.

II.           Term of Lease

4.   The term of lease for the leased employee hereunder shall be two years, commencing on the date when the leased employee and Party B sign the Employment Contract. Subject to mutual negotiation by the Parties and the consent by the leased employee, the term of lease may be extended or changed.

III.           Management of Leased Employees

5.   The Parties shall be entitled to, respectively, make the applicable system on management of leased employees, which shall be informed of such leased employees in accordance with the relevant lawful procedure. After this contract taking effect, each of the Parties shall provide its system on management of leased employees to the other party for the latter’s record. In case of any conflict between the system of Party A and that of Party B, the system of Party a shall prevail.

6.   As to leased employees’ welfare in respect of industrial injury, sick leave, maternity leave, compulsory annual leave, medical subsidy, and financial aid regarding employees who died from sickness or other than industrial injury, the applicable national regulations shall apply, provided that any expense which can not be covered by the social insurance fund shall be for the account of Party A.

7.   Party A shall ensure that a leased employee shall enjoy the right to be paid in the same manner as Party A’s other employees doing the same job.

8.   Party B shall transact the procedure on admission and dismissal for any leased employee as required by Party A, and cooperate with Party A to inform of such leased employee this contract and the appendices hereto.

9.   As per the Confirmation on Leased employees, Party B will establish the employment relations with leased employees from the date when such employee are actually leased to work for Party A.

10.   Party B shall transact necessary procedure so that leased employees will participate in the social insurance scheme in a timely manner. Where any leased employee fails to participate in the social insurance scheme in a timely manner after Party B and such leased employee sign a written employment contract, Party B shall retroactively pay such social insurance fees forthwith.

11.   Party B shall offer consultation service on employment law and social insurance policy. Party B shall be responsible for dealing with any industrial dispute regarding any leased employee, while Party A shall be entitled to take part in mediation of such industrial dispute.

12.   Party B shall, at the expense of Party A, transact the procedure on retirement for any leased employee who satisfies the statutory age of retirement within the term of lease.

13.   Party B shall, upon Party A’s request, provide to Party A the applicable PRC laws and information in respect of employment management and social situation issued by the relevant authority, and offer guidance with regard to the procedures Party A is required to abide by in using the leased employees.

IV.           Return and Replacement of Leased Employees

14.   Neither of the Parties may, on its sole discretion, return or replace any leased employee, without consent by the other party.

15.   Where Party A lawfully returns any leased employee, Party A shall send to Party B a 35-days written notice or pay Party B the salary for such leased employee for one month (unless under such circumstance where the employment contract may be revoked without prior notice in accordance with the applicable law and regulation). Party A shall be liable to revocation or termination of the employment contract between such leased employee as well as the damages and other expenses payable to such leased employee in connection therewith, if any.

16.   Where any leased employee, upon expiration of his term of lease, involves in any of the circumstances under Article 42 of the Law on Employment Contract, the term of lease shall be extended, as appropriate, until such circumstance ceases.

17.   Where Party A returns to Party B any leased employee in accordance with this contract, Party A shall transact the procedure on transfer of work with such leased employee, provided that Party B shall be liable to no damages arising out of failure of handover of work or improper handover of work.

V.           Pay and Welfare for Leased Employees

18.   The Parties shall lawfully fix the standard pay for certain positions to be taken by leased employees and the standard pay for the probation period, which shall be specified in an appendix hereto.

19.   Party A shall lawfully assume the pay, social insurance fee and other welfare for leased employees arising out of the term of lease. Party A shall pay overtime pay to any leased employee whom is requested by Party A to work overtime.

VI.           Fees and Calculation

20.    Party B shall offer to Party A the service on leased employees, while Party A shall pay Party B the fees on service on leased employee, the amount of which shall be negotiated and agreed by the Parties and specified in the List of Itemized Fees, attached as Appendix B hereto. Party A shall pay off the total fees on service on leased employee for the current month within ___ days after the ___th  Day of every month when Party B delivers the Notice of Payment, on the basis of which the Parties calculate the fees.

The total fees shall refer to the total amount payable from Party A to Party B in connection with leased employees, inclusive of:

1)   the social insurance fees for leased employees;

2)   pay payables to leased employees (overtime pay, performance-based pay, welfare included);

3)   various service fees payable from Party A to Party B.

21.   All contribution to common reserve fund for housing, trade union fees, reserve fund for the disabled, and otherwise expense, payable from Party B on the basis of the number of and the amount of pay for leased employees, as a result of compulsory requirement by the applicable laws and policies or request by leased employees, shall be paid by Party A to Party B.

22.   Where Party B changes certain fees in the light of the price rising index for the previous year and the social insurance and welfare system and tax policy, as published by the local government, Party B shall notify Party A in a timely manner, and the relevant expense arising therefrom, if any, shall be for the account of Party A.The fees on service on leased employee shall be paid via telegraphic transfer.

23.   Party A, when it returns or replaces any leased employee in accordance with this contract, shall pay off Party B the fees on service on leased employee, the financial damages, medical subsidy, and other financial compensation within 15 days thereafter, provided, however, that Party A shall be liable to additional damages for breach of contract, calculated at the daily rate of 0.02% of the amount payable to Party B; provided, further, that, should Party A keep default for more than 15 days, Party A shall be liable to all fees on service on leased employee and financial damages, as well as the additional damages for breach of contract equal to 20% of the amount payable to Party B.

VII.            Breach of Contract Liabilities

24.   Where either party violates any applicable national law, regulation, policy and any provision herein, or the lawful interest of leased employees, and such leased employees claim any damages, such party shall be liable to the financial damages and compensation for such leased employees, including but not limited to the expenses on damages payable to such leased employees, arbitration, litigation, etc. The other party shall be entitled to request such party to remedy so, and shall be further entitled to revoke this contract if such party still refuse to make remedy.

VIII.            Supplemental Provisions

25.   In case that any provision herein conflicts with any applicable law, regulation, rule, or policy, or any applicable law, regulation, rule, or policy is amended during the performance of this contract, the amended law, regulation, rule or policy shall prevail.

26.   Any dispute arising out of or in connection with this contract shall be resolved by the Parties through amicable negotiation; or, in case of failed negotiation, be referred to Hangzhou Arbitration Committee for arbitration in accordance with its arbitration rules.

27.   Either party who will change its office shall send 15-days notice to the other party.

28.   This contract is made out in duplicate, each of which for each of the Parties. It shall take effect once both Parties affix their official seals hereon. It shall be applicable to all leased employee from Party B to Party A.

Below is the execution page.

Hangzhou MYL Business Administration Consulting Co., Ltd. (“Party A”)   (stamp) Residence: Business registration No.: Bank of RMB account: A/C No.: Office address: Zip code: Tel: Fax: Signing date: August 1, 2009 Zhejiang Foreign Service Corporation Ningbo Branch (“Party B”)   (stamp) Residence: Ningbo, Zhejiang, China Business registration No.: Bank of RMB account: Tianyuan Subbranch, Ningbo Bank, Ningbo A/C No.: 23010122000143838 Office address:  321-1 International Development Building, Ningbo Bonded Zone Zip code: 310003 Tel: 0574-87307288 Fax: 0574-87307266 Place of signing: Hangzhou

EX-10.7

Exhibit 10.7

EMPLOYMENT CONTRACT

Party A(Employer)： Hangzhou MYL Business Administration Consulting Co., Ltd.

Residence：                Legal representative：Kaien LIANG

Party B (Employee)：Kaien LIANG,      Gender:   ID card No.：

Educational background:                      Address:

 In accordance with the Employment Law of the People’s Republic of China (“PRC”), the Employment Contract Law of the PRC and other applicable laws regulations and rules, the Parties, on the basis of equality, free will, and mutual negotiation, have entered into this contract on the terms and conditions set forth as follows.

I. Type and Term of contract

(I) Type and Term of contract

1. Employment contract of indefinite term: commencing on April 1, 2009 until the occurrence of any of the circumstances for termination of contract as provided for by the applicable laws or as mutually agreed.

II. Description of work, Place of work, and requirements

Party B shall act as _______, with the place of work at Hangzhou.

Party B shall work to the satisfaction of Party A. Subject to mutual negotiation and agreement, the position and the place of work may be changed, as Party A requests.

III. Working hours, break, and leave

(I) The following working hours system No.1 shall apply:

1. Standard working hours system, i.e., Party B works for no more than 8 hours every day, no more than 40 hours every week, and at least one day on leave every week.

2. indefinite working hours system approved by the pertinent administration for employment; or

3. comprehensive working hours system approved by the pertinent administration for employment.

The pay shall be made every ___/__.

(II) Party B may work overtime, provided that Party B must make prior application and implement of overtime work may be made only after approval by Party A. The overtime work shall, generally, be less than one hour every day, or at most three hours every day for special reason, but never more than 36 hours every month. Party A shall guaranty that Party B enjoys the rights on breach and leave.

(IV) Pay, manner and time for payment

(I) The pay for Party A in the probation period shall be RMB10,000

(II)   After the probation period, the monthly pay for Party B shall be RMB10,000, on condition that Party B shall render normal service during the statutory working hours. With regard to increase/decrease of salary, bonus, subsidy, allowance, overtime pay, and payment of the pay under special circumstances, the applicable laws and regulations as well as the rules lawfully made by Party A shall apply. The pay Party A paid to Party B shall be no less than the local standard of minimum wage.

(III) Party A shall, on the 15th day of every month, deliver the pay in cash to Party B without delay.

(IV) Party A shall deliver the pay for Party B during such period when Party B is on leave in statutory holidays and lawfully participates in social activities.

V. Social Insurance and Welfare

Party A shall lawfully procure the social insurances for Party B, and pay the fees on social insurance. The part of such fees on social insurance payable from Party B shall be withheld from the pay for Party B and be transmitted by Party A.

V. labor protection, labor conditions, and prevention from occupational danger

The Parties shall abide by the applicable national regulations in respect of safe operation, labor protection and prevention of occupational disease. Information on occupational danger relevant to the type of work shall be specified in the contract. Party A shall ensure suitable working facilities, apparatus and other conditions for the purpose of labor protection. Party B shall strictly observe all rules on safe operation. Party A must voluntarily implement the national regulations in respect of special protection of women employees and minor employees.

VII. Amendment, revocation, and termination of Employment contract

(I) Subject to mutual negotiation and agreement by both parties, part of the provisions herein may be amended. Such amendment shall be made in form of a written agreement, which each of the parties holds one original.

(II) the employment contract may be revoked subject to mutual agreement by the Parties.

(III) Party B may revoke the employment contract by sending to Party A a 30-day prior written notice. Party B may revoke the employment contract in the probation period by sending to Party A a 3-day prior written notice.

(IV) Party B may revoke the employment contract under any of the following circumstances:

1. Party A fails to provide the labor protection facility and labor conditions as agreed under the employment contract;

2. Party A fails to deliver the pay in full on a timely basis;

3. Party A fails to lawfully pay the fees on social insurance for Party B;

4. Party A’s rules and systems violate the applicable laws and regulations to the detriment of the interest of Party B;

5. In signing or amending the employment contract, Party A involves fraud, threat, or taking advantage of unfavorable position of Party B, and thus makes the contract invalid; or

6. any other circumstance by virtue of which Party B shall be entitled to revoke the employment contract as provided for in the applicable laws and regulations.

Where Party A involves forced labor by means of violence, threat, or illegal restriction of personal freedom, or Party A, in breach of the regular operation rules, forces Party B to work in danger, thus exposing Party B to possible personal injury, Party B may revoke the employment contract with immediate effect without sending prior notice to Party A

(V)  Under any of the following circumstances, Party A may revoke the employment contract:

1. Party B is proved incompetent in the probation period according to the description of competence for recruitment.

2. Party B seriously breaches any labor discipline or rules and systems of Party A.

3. Party B involves serious breach of duty or jobbery that causes serious damage to Party A’s interest.

4. Party B also maintains employment relation with other employers, which seriously affect the completion of task dispatched by Party A, or Party B refuses to remedy so after being notified by Party A.

5. Party B involves in fraud, threat, or taking advantage of unfavorable position of Party A in procuring Party A to sign or amend the employment contract against the actual intentions of Party A, and thus makes the contract invalid.

6. Party B is lawfully imposed with any criminal punishment.

(VI) Under any of the following circumstances, Party A may revoke the contract, subject to a 30-day prior written notice to Party B or additional payment at one month’s pay fixed hereunder in substitution of such 30-day prior notice:

1. Party B suffers a disease or gets injured rather than an industrial injury, and is competent for neither the original position nor any new position dispatched by Party A upon the completion of the medical treatment period;

2. Party B is proved to be incompetent for the current position and keeps incompetent after training or shift of position, or refuses such shift of position;

3. the Employment contract becomes non-performable because of substantial change in the objective circumstance based on which the contract is signed, and the parties fail to reach an agreement on amendment of the contract despite mutual negotiation.

(VII) Party A may revoke the employment contract, in case that Party A has to reduce the employees, despite amendment of the employment contract, because of its reorganization under the Law on Enterprise Bankruptcy, or seriously unfavorable position in operation; or its shift to new business, major technical renovation, or change of business mode; or the employment contract becomes non-performable because of substantial change in the objective economic circumstance based on which the contract is signed, provided, however, that Party A shall explain to and consider the opinions of the trade union or all the employees 30 days in advance, and lodge to the administration for employment the written report on the plan of reduction of employees.

(VIII) Under any of the following circumstances, the contract shall terminate:

1. upon the expiration of the contract;

2. Party B is entitled to claim the pension;

3. Party B dies, or is declared dead or missing with an order by the People’s Court;

4. Party A is lawfully declared bankrupt, revoked with the business license, ordered to shut up, dissolved, or voluntarily dismisses; or

5. under any other circumstance as provided for under applicable laws and regulations

(IX) The employment contract shall survive its expiration date until the elimination of any of the following circumstances:

1. before medical examination on occupational disease for resigning employees, or in the course of diagnosis or monitoring period for suspect patient of occupational disease, if Party B works with exposure to occupational disease;

2. suffers an occupational disease in the course of working for Party A, or an industrial injury and is evaluated to lose the working capacity, partly or wholly;

3. in the stipulated medical treatment period after suffering a disease or an injury other than an industrial injury;

4. (for a female employee) in the periods of pregnancy, confinement, or lactation;

5. works for Party A for consecutive 15 years, and may retire in less than 5 years according to the statutory age of retirement;

6. any other circumstance as provided for under applicable laws and regulations.

VIII.  Breach of contract liability

In case that Party A illegally revokes or terminates the employment contract, Party A shall pay Party B the financial damages; in case that Party B illegally revokes the employment contract, thus causing Party A to suffer any economical loss, Party B shall be liable to the loss therefrom.

IX. other issues:

X. miscellaneous

1. Any dispute arising out of the performance of the employment contract may be lawfully referred to the pertinent local authorities at the place where Party A is located, for mediation, arbitration and lawsuit.

2. As for anything unspecified herein, the applicable national regulations and rules shall apply.

3. In case of discrepancy between this contract and any national laws and regulations to be promulgated in future, the latter shall prevail.

4. The contract is lawfully concluded, and takes effect upon signature / seal affixed by the Parties, which the Parties shall strictly abide by.

5. The contract is made out in duplicate, one of which for each of the Parties.

Party A (seal)： Hangzhou MYL Business Administration Consulting Co., Ltd   (Legal representative/ executive):  
  Date of signing： Party B（signature）：Kaien LIANG,             Date of signing：

                         < /font>

EX-10.8

Exhibit 10.8

EMPLOYMENT CONTRACT

Party A(Employer)：Hangzhou MYL Business Administration Consulting Co., Ltd.

Residence：                Legal representative：Kaien LIANG

Party B (Employee)：Pokai HSU,      Gender:   ID card No.：

Educational background:                      Address:

 In accordance with the Employment Law of the People’s Republic of China (“PRC”), the Employment Contract Law of the PRC and other applicable laws regulations and rules, the Parties, on the basis of equality, free will, and mutual negotiation, have entered into this contract on the terms and conditions set forth as follows.

I. Type and Term of contract

(I) Type and Term of contract

1. Employment contract of indefinite term: commencing on April 1, 2009 until the occurrence of any of the circumstances for termination of contract as provided for by the applicable laws or as mutually agreed.

II. Description of work, Place of work, and requirements

Party B shall act as Leading Lecturer, with the place of work at Hangzhou.

Party B shall work to the satisfaction of Party A. Subject to mutual negotiation and agreement, the position and the place of work may be changed, as Party A requests.

III. Working hours, break, and leave

(I) The following working hours system No.1 shall apply:

1. Standard working hours system, i.e., Party B works for no more than 8 hours every day, no more than 40 hours every week, and at least one day on leave every week.

2. indefinite working hours system approved by the pertinent administration for employment; or

3. comprehensive working hours system approved by the pertinent administration for employment.

The pay shall be made every ___/__.

(II) Party B may work overtime, provided that Party B must make prior application and implement of overtime work may be made only after approval by Party A. The overtime work shall, generally, be less than one hour every day, or at most three hours every day for special reason, but never more than 36 hours every month. Party A shall guaranty that Party B enjoys the rights on breach and leave.

(IV) Pay, manner and time for payment

(I) The pay for Party A in the probation period shall be RMB8,000

(II)   After the probation period, the monthly pay for Party B shall be RMB8,000, on condition that Party B shall render normal service during the statutory working hours. With regard to increase/decrease of salary, bonus, subsidy, allowance, overtime pay, and payment of the pay under special circumstances, the applicable laws and regulations as well as the rules lawfully made by Party A shall apply. The pay Party A paid to Party B shall be no less than the local standard of minimum wage.

(III) Party A shall, on the 15th day of every month, deliver the pay in cash to Party B without delay.

(IV) Party A shall deliver the pay for Party B during such period when Party B is on leave in statutory holidays and lawfully participates in social activities.

V. Social Insurance and Welfare

Party A shall lawfully procure the social insurances for Party B, and pay the fees on social insurance. The part of such fees on social insurance payable from Party B shall be withheld from the pay for Party B and be transmitted by Party A.

V. labor protection, labor conditions, and prevention from occupational danger

The Parties shall abide by the applicable national regulations in respect of safe operation, labor protection and prevention of occupational disease. Information on occupational danger relevant to the type of work shall be specified in the contract. Party A shall ensure suitable working facilities, apparatus and other conditions for the purpose of labor protection. Party B shall strictly observe all rules on safe operation. Party A must voluntarily implement the national regulations in respect of special protection of women employees and minor employees.

VII. Amendment, revocation, and termination of Employment contract

(I) Subject to mutual negotiation and agreement by both parties, part of the provisions herein may be amended. Such amendment shall be made in form of a written agreement, which each of the parties holds one original.

(II) the employment contract may be revoked subject to mutual agreement by the Parties.

(III) Party B may revoke the employment contract by sending to Party A a 30-day prior written notice. Party B may revoke the employment contract in the probation period by sending to Party A a 3-day prior written notice.

(IV) Party B may revoke the employment contract under any of the following circumstances:

1. Party A fails to provide the labor protection facility and labor conditions as agreed under the employment contract;

2. Party A fails to deliver the pay in full on a timely basis;

3. Party A fails to lawfully pay the fees on social insurance for Party B;

4. Party A’s rules and systems violate the applicable laws and regulations to the detriment of the interest of Party B;

5. In signing or amending the employment contract, Party A involves fraud, threat, or taking advantage of unfavorable position of Party B, and thus makes the contract invalid; or

6. any other circumstance by virtue of which Party B shall be entitled to revoke the employment contract as provided for in the applicable laws and regulations.

Where Party A involves forced labor by means of violence, threat, or illegal restriction of personal freedom, or Party A, in breach of the regular operation rules, forces Party B to work in danger, thus exposing Party B to possible personal injury, Party B may revoke the employment contract with immediate effect without sending prior notice to Party A

(V)  Under any of the following circumstances, Party A may revoke the employment contract:

1. Party B is proved incompetent in the probation period according to the description of competence for recruitment.

2. Party B seriously breaches any labor discipline or rules and systems of Party A.

3. Party B involves serious breach of duty or jobbery that causes serious damage to Party A’s interest.

4. Party B also maintains employment relation with other employers, which seriously affect the completion of task dispatched by Party A, or Party B refuses to remedy so after being notified by Party A.

5. Party B involves in fraud, threat, or taking advantage of unfavorable position of Party A in procuring Party A to sign or amend the employment contract against the actual intentions of Party A, and thus makes the contract invalid.

6. Party B is lawfully imposed with any criminal punishment.

(VI) Under any of the following circumstances, Party A may revoke the contract, subject to a 30-day prior written notice to Party B or additional payment at one month’s pay fixed hereunder in substitution of such 30-day prior notice:

1. Party B suffers a disease or gets injured rather than an industrial injury, and is competent for neither the original position nor any new position dispatched by Party A upon the completion of the medical treatment period;

2. Party B is proved to be incompetent for the current position and keeps incompetent after training or shift of position, or refuses such shift of position;

3. the Employment contract becomes non-performable because of substantial change in the objective circumstance based on which the contract is signed, and the parties fail to reach an agreement on amendment of the contract despite mutual negotiation.

(VII) Party A may revoke the employment contract, in case that Party A has to reduce the employees, despite amendment of the employment contract, because of its reorganization under the Law on Enterprise Bankruptcy, or seriously unfavorable position in operation; or its shift to new business, major technical renovation, or change of business mode; or the employment contract becomes non-performable because of substantial change in the objective economic circumstance based on which the contract is signed, provided, however, that Party A shall explain to and consider the opinions of the trade union or all the employees 30 days in advance, and lodge to the administration for employment the written report on the plan of reduction of employees.

(VIII) Under any of the following circumstances, the contract shall terminate:

1. upon the expiration of the contract;

2. Party B is entitled to claim the pension;

3. Party B dies, or is declared dead or missing with an order by the People’s Court;

4. Party A is lawfully declared bankrupt, revoked with the business license, ordered to shut up, dissolved, or voluntarily dismisses; or

5. under any other circumstance as provided for under applicable laws and regulations

(IX) The employment contract shall survive its expiration date until the elimination of any of the following circumstances:

1. before medical examination on occupational disease for resigning employees, or in the course of diagnosis or monitoring period for suspect patient of occupational disease, if Party B works with exposure to occupational disease;

2. suffers an occupational disease in the course of working for Party A, or an industrial injury and is evaluated to lose the working capacity, partly or wholly;

3. in the stipulated medical treatment period after suffering a disease or an injury other than an industrial injury;

4. (for a female employee) in the periods of pregnancy, confinement, or lactation;

5. works for Party A for consecutive 15 years, and may retire in less than 5 years according to the statutory age of retirement;

6. any other circumstance as provided for under applicable laws and regulations.

VIII.  Breach of contract liability

In case that Party A illegally revokes or terminates the employment contract, Party A shall pay Party B the financial damages; in case that Party B illegally revokes the employment contract, thus causing Party A to suffer any economical loss, Party B shall be liable to the loss therefrom.

IX. other issues:

X. miscellaneous

1. Any dispute arising out of the performance of the employment contract may be lawfully referred to the pertinent local authorities at the place where Party A is located, for mediation, arbitration and lawsuit.

2. As for anything unspecified herein, the applicable national regulations and rules shall apply.

3. In case of discrepancy between this contract and any national laws and regulations to be promulgated in future, the latter shall prevail.

4. The contract is lawfully concluded, and takes effect upon signature / seal affixed by the Parties, which the Parties shall strictly abide by.

5. The contract is made out in duplicate, one of which for each of the Parties.

Party A (seal)： Hangzhou MYL Business Administration Consulting Co., Ltd   (Legal representative/ executive):  
  Date of signing： Party B（signature）：Pokai HSU,             Date of signing：

                         < /font>

EX-10.9

Exhibit 10.9

EMPLOYMENT CONTRACT

Party A(Employer)：Hangzhou MYL Business Administration Consulting Co., Ltd.

Residence：                Legal representative：Kaien LIANG

Party B (Employee)：Tingyuan CHEN,      Gender:   ID card No.：

Educational background:                      Address:

 In accordance with the Employment Law of the People’s Republic of China (“PRC”), the Employment Contract Law of the PRC and other applicable laws regulations and rules, the Parties, on the basis of equality, free will, and mutual negotiation, have entered into this contract on the terms and conditions set forth as follows.

I. Type and Term of contract

(I) Type and Term of contract

1. Employment contract of indefinite term: commencing on April 1, 2009 until the occurrence of any of the circumstances for termination of contract as provided for by the applicable laws or as mutually agreed.

II. Description of work, Place of work, and requirements

Party B shall act as Executive, with the place of work at Hangzhou.

Party B shall work to the satisfaction of Party A. Subject to mutual negotiation and agreement, the position and the place of work may be changed, as Party A requests.

III. Working hours, break, and leave

(I) The following working hours system No.1 shall apply:

1. Standard working hours system, i.e., Party B works for no more than 8 hours every day, no more than 40 hours every week, and at least one day on leave every week.

2. indefinite working hours system approved by the pertinent administration for employment; or

3. comprehensive working hours system approved by the pertinent administration for employment.

The pay shall be made every ___/__.

(II) Party B may work overtime, provided that Party B must make prior application and implement of overtime work may be made only after approval by Party A. The overtime work shall, generally, be less than one hour every day, or at most three hours every day for special reason, but never more than 36 hours every month. Party A shall guaranty that Party B enjoys the rights on breach and leave.

(IV) Pay, manner and time for payment

(I) The pay for Party A in the probation period shall be RMB /

(II)   After the probation period, the monthly pay for Party B shall be RMB8,000, on condition that Party B shall render normal service during the statutory working hours. With regard to increase/decrease of salary, bonus, subsidy, allowance, overtime pay, and payment of the pay under special circumstances, the applicable laws and regulations as well as the rules lawfully made by Party A shall apply. The pay Party A paid to Party B shall be no less than the local standard of minimum wage.

(III) Party A shall, on the 15th day of every month, deliver the pay in cash to Party B without delay.

(IV) Party A shall deliver the pay for Party B during such period when Party B is on leave in statutory holidays and lawfully participates in social activities.

V. Social Insurance and Welfare

Party A shall lawfully procure the social insurances for Party B, and pay the fees on social insurance. The part of such fees on social insurance payable from Party B shall be withheld from the pay for Party B and be transmitted by Party A.

V. labor protection, labor conditions, and prevention from occupational danger

The Parties shall abide by the applicable national regulations in respect of safe operation, labor protection and prevention of occupational disease. Information on occupational danger relevant to the type of work shall be specified in the contract. Party A shall ensure suitable working facilities, apparatus and other conditions for the purpose of labor protection. Party B shall strictly observe all rules on safe operation. Party A must voluntarily implement the national regulations in respect of special protection of women employees and minor employees.

VII. Amendment, revocation, and termination of Employment contract

(I) Subject to mutual negotiation and agreement by both parties, part of the provisions herein may be amended. Such amendment shall be made in form of a written agreement, which each of the parties holds one original.

(II) the employment contract may be revoked subject to mutual agreement by the Parties.

(III) Party B may revoke the employment contract by sending to Party A a 30-day prior written notice. Party B may revoke the employment contract in the probation period by sending to Party A a 3-day prior written notice.

(IV) Party B may revoke the employment contract under any of the following circumstances:

1. Party A fails to provide the labor protection facility and labor conditions as agreed under the employment contract;

2. Party A fails to deliver the pay in full on a timely basis;

3. Party A fails to lawfully pay the fees on social insurance for Party B;

4. Party A’s rules and systems violate the applicable laws and regulations to the detriment of the interest of Party B;

5. In signing or amending the employment contract, Party A involves fraud, threat, or taking advantage of unfavorable position of Party B, and thus makes the contract invalid; or

6. any other circumstance by virtue of which Party B shall be entitled to revoke the employment contract as provided for in the applicable laws and regulations.

Where Party A involves forced labor by means of violence, threat, or illegal restriction of personal freedom, or Party A, in breach of the regular operation rules, forces Party B to work in danger, thus exposing Party B to possible personal injury, Party B may revoke the employment contract with immediate effect without sending prior notice to Party A

(V)  Under any of the following circumstances, Party A may revoke the employment contract:

1. Party B is proved incompetent in the probation period according to the description of competence for recruitment.

2. Party B seriously breaches any labor discipline or rules and systems of Party A.

3. Party B involves serious breach of duty or jobbery that causes serious damage to Party A’s interest.

4. Party B also maintains employment relation with other employers, which seriously affect the completion of task dispatched by Party A, or Party B refuses to remedy so after being notified by Party A.

5. Party B involves in fraud, threat, or taking advantage of unfavorable position of Party A in procuring Party A to sign or amend the employment contract against the actual intentions of Party A, and thus makes the contract invalid.

6. Party B is lawfully imposed with any criminal punishment.

(VI) Under any of the following circumstances, Party A may revoke the contract, subject to a 30-day prior written notice to Party B or additional payment at one month’s pay fixed hereunder in substitution of such 30-day prior notice:

1. Party B suffers a disease or gets injured rather than an industrial injury, and is competent for neither the original position nor any new position dispatched by Party A upon the completion of the medical treatment period;

2. Party B is proved to be incompetent for the current position and keeps incompetent after training or shift of position, or refuses such shift of position;

3. the Employment contract becomes non-performable because of substantial change in the objective circumstance based on which the contract is signed, and the parties fail to reach an agreement on amendment of the contract despite mutual negotiation.

(VII) Party A may revoke the employment contract, in case that Party A has to reduce the employees, despite amendment of the employment contract, because of its reorganization under the Law on Enterprise Bankruptcy, or seriously unfavorable position in operation; or its shift to new business, major technical renovation, or change of business mode; or the employment contract becomes non-performable because of substantial change in the objective economic circumstance based on which the contract is signed, provided, however, that Party A shall explain to and consider the opinions of the trade union or all the employees 30 days in advance, and lodge to the administration for employment the written report on the plan of reduction of employees.

(VIII) Under any of the following circumstances, the contract shall terminate:

1. upon the expiration of the contract;

2. Party B is entitled to claim the pension;

3. Party B dies, or is declared dead or missing with an order by the People’s Court;

4. Party A is lawfully declared bankrupt, revoked with the business license, ordered to shut up, dissolved, or voluntarily dismisses; or

5. under any other circumstance as provided for under applicable laws and regulations

(IX) The employment contract shall survive its expiration date until the elimination of any of the following circumstances:

1. before medical examination on occupational disease for resigning employees, or in the course of diagnosis or monitoring period for suspect patient of occupational disease, if Party B works with exposure to occupational disease;

2. suffers an occupational disease in the course of working for Party A, or an industrial injury and is evaluated to lose the working capacity, partly or wholly;

3. in the stipulated medical treatment period after suffering a disease or an injury other than an industrial injury;

4. (for a female employee) in the periods of pregnancy, confinement, or lactation;

5. works for Party A for consecutive 15 years, and may retire in less than 5 years according to the statutory age of retirement;

6. any other circumstance as provided for under applicable laws and regulations.

VIII.  Breach of contract liability

In case that Party A illegally revokes or terminates the employment contract, Party A shall pay Party B the financial damages; in case that Party B illegally revokes the employment contract, thus causing Party A to suffer any economical loss, Party B shall be liable to the loss therefrom.

IX. other issues:

X. miscellaneous

1. Any dispute arising out of the performance of the employment contract may be lawfully referred to the pertinent local authorities at the place where Party A is located, for mediation, arbitration and lawsuit.

2. As for anything unspecified herein, the applicable national regulations and rules shall apply.

3. In case of discrepancy between this contract and any national laws and regulations to be promulgated in future, the latter shall prevail.

4. The contract is lawfully concluded, and takes effect upon signature / seal affixed by the Parties, which the Parties shall strictly abide by.

5. The contract is made out in duplicate, one of which for each of the Parties.

Party A (seal)： Hangzhou MYL Business Administration Consulting Co., Ltd   (Legal representative/ executive):  
  Date of signing： Party B（signature）：Tingyuan CHEN,             Date of signing：

                         < /font>

EX-10.10

Exhibit 10.10

EMPLOYMENT CONTRACT

Party A(Employer)：Hangzhou MYL Business Administration Consulting Co., Ltd.

Residence：                Legal representative：Kaien LIANG

Party B (Employee)：Shuiyuan HUNG,      Gender:   ID card No.：

Educational background:                      Address:

 In accordance with the Employment Law of the People’s Republic of China (“PRC”), the Employment Contract Law of the PRC and other applicable laws regulations and rules, the Parties, on the basis of equality, free will, and mutual negotiation, have entered into this contract on the terms and conditions set forth as follows.

I. Type and Term of contract

(I) Type and Term of contract

1. Employment contract of indefinite term: commencing on April 1, 2009 until the occurrence of any of the circumstances for termination of contract as provided for by the applicable laws or as mutually agreed.

II. Description of work, Place of work, and requirements

Party B shall act as Sales Executve, with the place of work at Hangzhou.

Party B shall work to the satisfaction of Party A. Subject to mutual negotiation and agreement, the position and the place of work may be changed, as Party A requests.

III. Working hours, break, and leave

(I) The following working hours system No.1 shall apply:

1. Standard working hours system, i.e., Party B works for no more than 8 hours every day, no more than 40 hours every week, and at least one day on leave every week.

2. indefinite working hours system approved by the pertinent administration for employment; or

3. comprehensive working hours system approved by the pertinent administration for employment.

The pay shall be made every ___/__.

(II) Party B may work overtime, provided that Party B must make prior application and implement of overtime work may be made only after approval by Party A. The overtime work shall, generally, be less than one hour every day, or at most three hours every day for special reason, but never more than 36 hours every month. Party A shall guaranty that Party B enjoys the rights on breach and leave.

(IV) Pay, manner and time for payment

(I) The pay for Party A in the probation period shall be RMB /

(II)   After the probation period, the monthly pay for Party B shall be RMB8,000, on condition that Party B shall render normal service during the statutory working hours. With regard to increase/decrease of salary, bonus, subsidy, allowance, overtime pay, and payment of the pay under special circumstances, the applicable laws and regulations as well as the rules lawfully made by Party A shall apply. The pay Party A paid to Party B shall be no less than the local standard of minimum wage.

(III) Party A shall, on the 15th day of every month, deliver the pay in cash to Party B without delay.

(IV) Party A shall deliver the pay for Party B during such period when Party B is on leave in statutory holidays and lawfully participates in social activities.

V. Social Insurance and Welfare

Party A shall lawfully procure the social insurances for Party B, and pay the fees on social insurance. The part of such fees on social insurance payable from Party B shall be withheld from the pay for Party B and be transmitted by Party A.

V. labor protection, labor conditions, and prevention from occupational danger

The Parties shall abide by the applicable national regulations in respect of safe operation, labor protection and prevention of occupational disease. Information on occupational danger relevant to the type of work shall be specified in the contract. Party A shall ensure suitable working facilities, apparatus and other conditions for the purpose of labor protection. Party B shall strictly observe all rules on safe operation. Party A must voluntarily implement the national regulations in respect of special protection of women employees and minor employees.

VII. Amendment, revocation, and termination of Employment contract

(I) Subject to mutual negotiation and agreement by both parties, part of the provisions herein may be amended. Such amendment shall be made in form of a written agreement, which each of the parties holds one original.

(II) the employment contract may be revoked subject to mutual agreement by the Parties.

(III) Party B may revoke the employment contract by sending to Party A a 30-day prior written notice. Party B may revoke the employment contract in the probation period by sending to Party A a 3-day prior written notice.

(IV) Party B may revoke the employment contract under any of the following circumstances:

1. Party A fails to provide the labor protection facility and labor conditions as agreed under the employment contract;

2. Party A fails to deliver the pay in full on a timely basis;

3. Party A fails to lawfully pay the fees on social insurance for Party B;

4. Party A’s rules and systems violate the applicable laws and regulations to the detriment of the interest of Party B;

5. In signing or amending the employment contract, Party A involves fraud, threat, or taking advantage of unfavorable position of Party B, and thus makes the contract invalid; or

6. any other circumstance by virtue of which Party B shall be entitled to revoke the employment contract as provided for in the applicable laws and regulations.

Where Party A involves forced labor by means of violence, threat, or illegal restriction of personal freedom, or Party A, in breach of the regular operation rules, forces Party B to work in danger, thus exposing Party B to possible personal injury, Party B may revoke the employment contract with immediate effect without sending prior notice to Party A

(V)  Under any of the following circumstances, Party A may revoke the employment contract:

1. Party B is proved incompetent in the probation period according to the description of competence for recruitment.

2. Party B seriously breaches any labor discipline or rules and systems of Party A.

3. Party B involves serious breach of duty or jobbery that causes serious damage to Party A’s interest.

4. Party B also maintains employment relation with other employers, which seriously affect the completion of task dispatched by Party A, or Party B refuses to remedy so after being notified by Party A.

5. Party B involves in fraud, threat, or taking advantage of unfavorable position of Party A in procuring Party A to sign or amend the employment contract against the actual intentions of Party A, and thus makes the contract invalid.

6. Party B is lawfully imposed with any criminal punishment.

(VI) Under any of the following circumstances, Party A may revoke the contract, subject to a 30-day prior written notice to Party B or additional payment at one month’s pay fixed hereunder in substitution of such 30-day prior notice:

1. Party B suffers a disease or gets injured rather than an industrial injury, and is competent for neither the original position nor any new position dispatched by Party A upon the completion of the medical treatment period;

2. Party B is proved to be incompetent for the current position and keeps incompetent after training or shift of position, or refuses such shift of position;

3. the Employment contract becomes non-performable because of substantial change in the objective circumstance based on which the contract is signed, and the parties fail to reach an agreement on amendment of the contract despite mutual negotiation.

(VII) Party A may revoke the employment contract, in case that Party A has to reduce the employees, despite amendment of the employment contract, because of its reorganization under the Law on Enterprise Bankruptcy, or seriously unfavorable position in operation; or its shift to new business, major technical renovation, or change of business mode; or the employment contract becomes non-performable because of substantial change in the objective economic circumstance based on which the contract is signed, provided, however, that Party A shall explain to and consider the opinions of the trade union or all the employees 30 days in advance, and lodge to the administration for employment the written report on the plan of reduction of employees.

(VIII) Under any of the following circumstances, the contract shall terminate:

1. upon the expiration of the contract;

2. Party B is entitled to claim the pension;

3. Party B dies, or is declared dead or missing with an order by the People’s Court;

4. Party A is lawfully declared bankrupt, revoked with the business license, ordered to shut up, dissolved, or voluntarily dismisses; or

5. under any other circumstance as provided for under applicable laws and regulations

(IX) The employment contract shall survive its expiration date until the elimination of any of the following circumstances:

1. before medical examination on occupational disease for resigning employees, or in the course of diagnosis or monitoring period for suspect patient of occupational disease, if Party B works with exposure to occupational disease;

2. suffers an occupational disease in the course of working for Party A, or an industrial injury and is evaluated to lose the working capacity, partly or wholly;

3. in the stipulated medical treatment period after suffering a disease or an injury other than an industrial injury;

4. (for a female employee) in the periods of pregnancy, confinement, or lactation;

5. works for Party A for consecutive 15 years, and may retire in less than 5 years according to the statutory age of retirement;

6. any other circumstance as provided for under applicable laws and regulations.

VIII.  Breach of contract liability

In case that Party A illegally revokes or terminates the employment contract, Party A shall pay Party B the financial damages; in case that Party B illegally revokes the employment contract, thus causing Party A to suffer any economical loss, Party B shall be liable to the loss therefrom.

IX. other issues:

X. miscellaneous

1. Any dispute arising out of the performance of the employment contract may be lawfully referred to the pertinent local authorities at the place where Party A is located, for mediation, arbitration and lawsuit.

2. As for anything unspecified herein, the applicable national regulations and rules shall apply.

3. In case of discrepancy between this contract and any national laws and regulations to be promulgated in future, the latter shall prevail.

4. The contract is lawfully concluded, and takes effect upon signature / seal affixed by the Parties, which the Parties shall strictly abide by.

5. The contract is made out in duplicate, one of which for each of the Parties.

Party A (seal)： Hangzhou MYL Business Administration Consulting Co., Ltd   (Legal representative/ executive):  
  Date of signing： Party B（signature）：Shuiyuan HUNG             Date of signing：

                         < /font>

EX-10.11

Exhibit 10.11

EMPLOYMENT CONTRACT

Party A(Employer)：Hangzhou MYL Business Administration Consulting Co., Ltd.

Residence：                Legal representative：Kaien LIANG

Party B (Employee)：Chiayeh LIN,      Gender:   ID card No.：

Educational background:                      Address:

 In accordance with the Employment Law of the People’s Republic of China (“PRC”), the Employment Contract Law of the PRC and other applicable laws regulations and rules, the Parties, on the basis of equality, free will, and mutual negotiation, have entered into this contract on the terms and conditions set forth as follows.

I. Type and Term of contract

(I) Type and Term of contract

1. Employment contract of indefinite term: commencing on April 1, 2009 until the occurrence of any of the circumstances for termination of contract as provided for by the applicable laws or as mutually agreed.

II. Description of work, Place of work, and requirements

Party B shall act as  Executive_, with the place of work at Hangzhou.

Party B shall work to the satisfaction of Party A. Subject to mutual negotiation and agreement, the position and the place of work may be changed, as Party A requests.

III. Working hours, break, and leave

(I) The following working hours system No.1 shall apply:

1. Standard working hours system, i.e., Party B works for no more than 8 hours every day, no more than 40 hours every week, and at least one day on leave every week.

2. indefinite working hours system approved by the pertinent administration for employment; or

3. comprehensive working hours system approved by the pertinent administration for employment.

The pay shall be made every ___/__.

(II) Party B may work overtime, provided that Party B must make prior application and implement of overtime work may be made only after approval by Party A. The overtime work shall, generally, be less than one hour every day, or at most three hours every day for special reason, but never more than 36 hours every month. Party A shall guaranty that Party B enjoys the rights on breach and leave.

(IV) Pay, manner and time for payment

(I) The pay for Party A in the probation period shall be RMB /

(II)   After the probation period, the monthly pay for Party B shall be RMB8,000, on condition that Party B shall render normal service during the statutory working hours. With regard to increase/decrease of salary, bonus, subsidy, allowance, overtime pay, and payment of the pay under special circumstances, the applicable laws and regulations as well as the rules lawfully made by Party A shall apply. The pay Party A paid to Party B shall be no less than the local standard of minimum wage.

(III) Party A shall, on the 15th day of every month, deliver the pay in cash to Party B without delay.

(IV) Party A shall deliver the pay for Party B during such period when Party B is on leave in statutory holidays and lawfully participates in social activities.

V. Social Insurance and Welfare

Party A shall lawfully procure the social insurances for Party B, and pay the fees on social insurance. The part of such fees on social insurance payable from Party B shall be withheld from the pay for Party B and be transmitted by Party A.

V. labor protection, labor conditions, and prevention from occupational danger

The Parties shall abide by the applicable national regulations in respect of safe operation, labor protection and prevention of occupational disease. Information on occupational danger relevant to the type of work shall be specified in the contract. Party A shall ensure suitable working facilities, apparatus and other conditions for the purpose of labor protection. Party B shall strictly observe all rules on safe operation. Party A must voluntarily implement the national regulations in respect of special protection of women employees and minor employees.

VII. Amendment, revocation, and termination of Employment contract

(I) Subject to mutual negotiation and agreement by both parties, part of the provisions herein may be amended. Such amendment shall be made in form of a written agreement, which each of the parties holds one original.

(II) the employment contract may be revoked subject to mutual agreement by the Parties.

(III) Party B may revoke the employment contract by sending to Party A a 30-day prior written notice. Party B may revoke the employment contract in the probation period by sending to Party A a 3-day prior written notice.

(IV) Party B may revoke the employment contract under any of the following circumstances:

1. Party A fails to provide the labor protection facility and labor conditions as agreed under the employment contract;

2. Party A fails to deliver the pay in full on a timely basis;

3. Party A fails to lawfully pay the fees on social insurance for Party B;

4. Party A’s rules and systems violate the applicable laws and regulations to the detriment of the interest of Party B;

5. In signing or amending the employment contract, Party A involves fraud, threat, or taking advantage of unfavorable position of Party B, and thus makes the contract invalid; or

6. any other circumstance by virtue of which Party B shall be entitled to revoke the employment contract as provided for in the applicable laws and regulations.

Where Party A involves forced labor by means of violence, threat, or illegal restriction of personal freedom, or Party A, in breach of the regular operation rules, forces Party B to work in danger, thus exposing Party B to possible personal injury, Party B may revoke the employment contract with immediate effect without sending prior notice to Party A

(V)  Under any of the following circumstances, Party A may revoke the employment contract:

1. Party B is proved incompetent in the probation period according to the description of competence for recruitment.

2. Party B seriously breaches any labor discipline or rules and systems of Party A.

3. Party B involves serious breach of duty or jobbery that causes serious damage to Party A’s interest.

4. Party B also maintains employment relation with other employers, which seriously affect the completion of task dispatched by Party A, or Party B refuses to remedy so after being notified by Party A.

5. Party B involves in fraud, threat, or taking advantage of unfavorable position of Party A in procuring Party A to sign or amend the employment contract against the actual intentions of Party A, and thus makes the contract invalid.

6. Party B is lawfully imposed with any criminal punishment.

(VI) Under any of the following circumstances, Party A may revoke the contract, subject to a 30-day prior written notice to Party B or additional payment at one month’s pay fixed hereunder in substitution of such 30-day prior notice:

1. Party B suffers a disease or gets injured rather than an industrial injury, and is competent for neither the original position nor any new position dispatched by Party A upon the completion of the medical treatment period;

2. Party B is proved to be incompetent for the current position and keeps incompetent after training or shift of position, or refuses such shift of position;

3. the Employment contract becomes non-performable because of substantial change in the objective circumstance based on which the contract is signed, and the parties fail to reach an agreement on amendment of the contract despite mutual negotiation.

(VII) Party A may revoke the employment contract, in case that Party A has to reduce the employees, despite amendment of the employment contract, because of its reorganization under the Law on Enterprise Bankruptcy, or seriously unfavorable position in operation; or its shift to new business, major technical renovation, or change of business mode; or the employment contract becomes non-performable because of substantial change in the objective economic circumstance based on which the contract is signed, provided, however, that Party A shall explain to and consider the opinions of the trade union or all the employees 30 days in advance, and lodge to the administration for employment the written report on the plan of reduction of employees.

(VIII) Under any of the following circumstances, the contract shall terminate:

1. upon the expiration of the contract;

2. Party B is entitled to claim the pension;

3. Party B dies, or is declared dead or missing with an order by the People’s Court;

4. Party A is lawfully declared bankrupt, revoked with the business license, ordered to shut up, dissolved, or voluntarily dismisses; or

5. under any other circumstance as provided for under applicable laws and regulations

(IX) The employment contract shall survive its expiration date until the elimination of any of the following circumstances:

1. before medical examination on occupational disease for resigning employees, or in the course of diagnosis or monitoring period for suspect patient of occupational disease, if Party B works with exposure to occupational disease;

2. suffers an occupational disease in the course of working for Party A, or an industrial injury and is evaluated to lose the working capacity, partly or wholly;

3. in the stipulated medical treatment period after suffering a disease or an injury other than an industrial injury;

4. (for a female employee) in the periods of pregnancy, confinement, or lactation;

5. works for Party A for consecutive 15 years, and may retire in less than 5 years according to the statutory age of retirement;

6. any other circumstance as provided for under applicable laws and regulations.

VIII.  Breach of contract liability

In case that Party A illegally revokes or terminates the employment contract, Party A shall pay Party B the financial damages; in case that Party B illegally revokes the employment contract, thus causing Party A to suffer any economical loss, Party B shall be liable to the loss therefrom.

IX. other issues:

X. miscellaneous

1. Any dispute arising out of the performance of the employment contract may be lawfully referred to the pertinent local authorities at the place where Party A is located, for mediation, arbitration and lawsuit.

2. As for anything unspecified herein, the applicable national regulations and rules shall apply.

3. In case of discrepancy between this contract and any national laws and regulations to be promulgated in future, the latter shall prevail.

4. The contract is lawfully concluded, and takes effect upon signature / seal affixed by the Parties, which the Parties shall strictly abide by.

5. The contract is made out in duplicate, one of which for each of the Parties.

Party A (seal)： Hangzhou MYL Business Administration Consulting Co., Ltd   (Legal representative/ executive):  
  Date of signing： Party B（signature）：Chiayeh LIN,             Date of signing：

                         < /font>

EX-10.12

Exhibit 10.12

EMPLOYMENT CONTRACT

Party A(Employer)：Hangzhou MYL Business Administration Consulting Co., Ltd.

Residence：      Legal representative：Kaien LIANG

Party B (Employee)：Zhiwei HUANG, Gender:   ID card No.：

Educational background:           Address:

 In accordance with the Employment Law of the People’s Republic of China (“PRC”), the Employment Contract Law of the PRC and other applicable laws regulations and rules, the Parties, on the basis of equality, free will, and mutual negotiation, have entered into this contract on the terms and conditions set forth as follows.

I. Type and Term of contract

(I) Type and Term of contract

1. Employment contract of indefinite term: commencing on April 1, 2009 until the occurrence of any of the circumstances for termination of contract as provided for by the applicable laws or as mutually agreed.

II. Description of work, Place of work, and requirements

Party B shall act as     __________  , with the place of work at Hangzhou.

Party B shall work to the satisfaction of Party A. Subject to mutual negotiation and agreement, the position and the place of work may be changed, as Party A requests.

III. Working hours, break, and leave

(I) The following working hours system No.1 shall apply:

1. Standard working hours system, i.e., Party B works for no more than 8 hours every day, no more than 40 hours every week, and at least one day on leave every week.

2. indefinite working hours system approved by the pertinent administration for employment; or

3. comprehensive working hours system approved by the pertinent administration for employment.

The pay shall be made every ___/__.

(II) Party B may work overtime, provided that Party B must make prior application and implement of overtime work may be made only after approval by Party A. The overtime work shall, generally, be less than one hour every day, or at most three hours every day for special reason, but never more than 36 hours every month. Party A shall guaranty that Party B enjoys the rights on breach and leave.

(IV) Pay, manner and time for payment

(I) The pay for Party A in the probation period shall be RMB /

(II)   After the probation period, the monthly pay for Party B shall be RMB3,000, on condition that Party B shall render normal service during the statutory working hours. With regard to increase/decrease of salary, bonus, subsidy, allowance, overtime pay, and payment of the pay under special circumstances, the applicable laws and regulations as well as the rules lawfully made by Party A shall apply. The pay Party A paid to Party B shall be no less than the local standard of minimum wage.

(III) Party A shall, on the 15th day of every month, deliver the pay in cash to Party B without delay.

(IV) Party A shall deliver the pay for Party B during such period when Party B is on leave in statutory holidays and lawfully participates in social activities.

V. Social Insurance and Welfare

Party A shall lawfully procure the social insurances for Party B, and pay the fees on social insurance. The part of such fees on social insurance payable from Party B shall be withheld from the pay for Party B and be transmitted by Party A.

V. labor protection, labor conditions, and prevention from occupational danger

The Parties shall abide by the applicable national regulations in respect of safe operation, labor protection and prevention of occupational disease. Information on occupational danger relevant to the type of work shall be specified in the contract. Party A shall ensure suitable working facilities, apparatus and other conditions for the purpose of labor protection. Party B shall strictly observe all rules on safe operation. Party A must voluntarily implement the national regulations in respect of special protection of women employees and minor employees.

VII. Amendment, revocation, and termination of Employment contract

(I) Subject to mutual negotiation and agreement by both parties, part of the provisions herein may be amended. Such amendment shall be made in form of a written agreement, which each of the parties holds one original.

(II) the employment contract may be revoked subject to mutual agreement by the Parties.

(III) Party B may revoke the employment contract by sending to Party A a 30-day prior written notice. Party B may revoke the employment contract in the probation period by sending to Party A a 3-day prior written notice.

(IV) Party B may revoke the employment contract under any of the following circumstances:

1. Party A fails to provide the labor protection facility and labor conditions as agreed under the employment contract;

2. Party A fails to deliver the pay in full on a timely basis;

3. Party A fails to lawfully pay the fees on social insurance for Party B;

4. Party A’s rules and systems violate the applicable laws and regulations to the detriment of the interest of Party B;

5. In signing or amending the employment contract, Party A involves fraud, threat, or taking advantage of unfavorable position of Party B, and thus makes the contract invalid; or

6. any other circumstance by virtue of which Party B shall be entitled to revoke the employment contract as provided for in the applicable laws and regulations.

Where Party A involves forced labor by means of violence, threat, or illegal restriction of personal freedom, or Party A, in breach of the regular operation rules, forces Party B to work in danger, thus exposing Party B to possible personal injury, Party B may revoke the employment contract with immediate effect without sending prior notice to Party A

(V)  Under any of the following circumstances, Party A may revoke the employment contract:

1. Party B is proved incompetent in the probation period according to the description of competence for recruitment.

2. Party B seriously breaches any labor discipline or rules and systems of Party A.

3. Party B involves serious breach of duty or jobbery that causes serious damage to Party A’s interest.

4. Party B also maintains employment relation with other employers, which seriously affect the completion of task dispatched by Party A, or Party B refuses to remedy so after being notified by Party A.

5. Party B involves in fraud, threat, or taking advantage of unfavorable position of Party A in procuring Party A to sign or amend the employment contract against the actual intentions of Party A, and thus makes the contract invalid.

6. Party B is lawfully imposed with any criminal punishment.

(VI) Under any of the following circumstances, Party A may revoke the contract, subject to a 30-day prior written notice to Party B or additional payment at one month’s pay fixed hereunder in substitution of such 30-day prior notice:

1. Party B suffers a disease or gets injured rather than an industrial injury, and is competent for neither the original position nor any new position dispatched by Party A upon the completion of the medical treatment period;

2. Party B is proved to be incompetent for the current position and keeps incompetent after training or shift of position, or refuses such shift of position;

3. the Employment contract becomes non-performable because of substantial change in the objective circumstance based on which the contract is signed, and the parties fail to reach an agreement on amendment of the contract despite mutual negotiation.

(VII) Party A may revoke the employment contract, in case that Party A has to reduce the employees, despite amendment of the employment contract, because of its reorganization under the Law on Enterprise Bankruptcy, or seriously unfavorable position in operation; or its shift to new business, major technical renovation, or change of business mode; or the employment contract becomes non-performable because of substantial change in the objective economic circumstance based on which the contract is signed, provided, however, that Party A shall explain to and consider the opinions of the trade union or all the employees 30 days in advance, and lodge to the administration for employment the written report on the plan of reduction of employees.

(VIII) Under any of the following circumstances, the contract shall terminate:

1. upon the expiration of the contract;

2. Party B is entitled to claim the pension;

3. Party B dies, or is declared dead or missing with an order by the People’s Court;

4. Party A is lawfully declared bankrupt, revoked with the business license, ordered to shut up, dissolved, or voluntarily dismisses; or

5. under any other circumstance as provided for under applicable laws and regulations

(IX) The employment contract shall survive its expiration date until the elimination of any of the following circumstances:

1. before medical examination on occupational disease for resigning employees, or in the course of diagnosis or monitoring period for suspect patient of occupational disease, if Party B works with exposure to occupational disease;

2. suffers an occupational disease in the course of working for Party A, or an industrial injury and is evaluated to lose the working capacity, partly or wholly;

3. in the stipulated medical treatment period after suffering a disease or an injury other than an industrial injury;

4. (for a female employee) in the periods of pregnancy, confinement, or lactation;

5. works for Party A for consecutive 15 years, and may retire in less than 5 years according to the statutory age of retirement;

6. any other circumstance as provided for under applicable laws and regulations.

VIII.  Breach of contract liability

In case that Party A illegally revokes or terminates the employment contract, Party A shall pay Party B the financial damages; in case that Party B illegally revokes the employment contract, thus causing Party A to suffer any economical loss, Party B shall be liable to the loss therefrom.

IX. other issues:

X. miscellaneous

1. Any dispute arising out of the performance of the employment contract may be lawfully referred to the pertinent local authorities at the place where Party A is located, for mediation, arbitration and lawsuit.

2. As for anything unspecified herein, the applicable national regulations and rules shall apply.

3. In case of discrepancy between this contract and any national laws and regulations to be promulgated in future, the latter shall prevail.

4. The contract is lawfully concluded, and takes effect upon signature / seal affixed by the Parties, which the Parties shall strictly abide by.

5. The contract is made out in duplicate, one of which for each of the Parties.

Party A (seal)： Hangzhou MYL Business Administration Consulting Co., Ltd   (Legal representative/ executive):  
  Date of signing： Party B（signature）：Zhiwei HUANG             Date of signing：

                         < /font>

EX-10.13

Exhibit 10.13

EMPLOYMENT CONTRACT

Party A(Employer)：Hangzhou MYL Business Administration Consulting Co., Ltd.

Residence：              Legal representative：Kaien LIANG

Party B (Employee)：Yan HAN,       Gender:   ID card No.：

Educational background:                   Address:

 In accordance with the Employment Law of the People’s Republic of China (“PRC”), the Employment Contract Law of the PRC and other applicable laws regulations and rules, the Parties, on the basis of equality, free will, and mutual negotiation, have entered into this contract on the terms and conditions set forth as follows.

I. Type and Term of contract

(I) Type and Term of contract

1. Employment contract of indefinite term: commencing on April 1, 2009 until the occurrence of any of the circumstances for termination of contract as provided for by the applicable laws or as mutually agreed.

II. Description of work, Place of work, and requirements

Party B shall act as _______, with the place of work at Hangzhou.

Party B shall work to the satisfaction of Party A. Subject to mutual negotiation and agreement, the position and the place of work may be changed, as Party A requests.

III. Working hours, break, and leave

(I) The following working hours system No.1 shall apply:

1. Standard working hours system, i.e., Party B works for no more than 8 hours every day, no more than 40 hours every week, and at least one day on leave every week.

2. indefinite working hours system approved by the pertinent administration for employment; or

3. comprehensive working hours system approved by the pertinent administration for employment.

The pay shall be made every ___/__.

(II) Party B may work overtime, provided that Party B must make prior application and implement of overtime work may be made only after approval by Party A. The overtime work shall, generally, be less than one hour every day, or at most three hours every day for special reason, but never more than 36 hours every month. Party A shall guaranty that Party B enjoys the rights on breach and leave.

(IV) Pay, manner and time for payment

(I) The pay for Party A in the probation period shall be RMB __/__

(II)   After the probation period, the monthly pay for Party B shall be RMB1,500, on condition that Party B shall render normal service during the statutory working hours. With regard to increase/decrease of salary, bonus, subsidy, allowance, overtime pay, and payment of the pay under special circumstances, the applicable laws and regulations as well as the rules lawfully made by Party A shall apply. The pay Party A paid to Party B shall be no less than the local standard of minimum wage.

(III) Party A shall, on the 15th day of every month, deliver the pay in cash to Party B without delay.

(IV) Party A shall deliver the pay for Party B during such period when Party B is on leave in statutory holidays and lawfully participates in social activities.

V. Social Insurance and Welfare

Party A shall lawfully procure the social insurances for Party B, and pay the fees on social insurance. The part of such fees on social insurance payable from Party B shall be withheld from the pay for Party B and be transmitted by Party A.

V. labor protection, labor conditions, and prevention from occupational danger

The Parties shall abide by the applicable national regulations in respect of safe operation, labor protection and prevention of occupational disease. Information on occupational danger relevant to the type of work shall be specified in the contract. Party A shall ensure suitable working facilities, apparatus and other conditions for the purpose of labor protection. Party B shall strictly observe all rules on safe operation. Party A must voluntarily implement the national regulations in respect of special protection of women employees and minor employees.

VII. Amendment, revocation, and termination of Employment contract

(I) Subject to mutual negotiation and agreement by both parties, part of the provisions herein may be amended. Such amendment shall be made in form of a written agreement, which each of the parties holds one original.

(II) the employment contract may be revoked subject to mutual agreement by the Parties.

(III) Party B may revoke the employment contract by sending to Party A a 30-day prior written notice. Party B may revoke the employment contract in the probation period by sending to Party A a 3-day prior written notice.

(IV) Party B may revoke the employment contract under any of the following circumstances:

1. Party A fails to provide the labor protection facility and labor conditions as agreed under the employment contract;

2. Party A fails to deliver the pay in full on a timely basis;

3. Party A fails to lawfully pay the fees on social insurance for Party B;

4. Party A’s rules and systems violate the applicable laws and regulations to the detriment of the interest of Party B;

5. In signing or amending the employment contract, Party A involves fraud, threat, or taking advantage of unfavorable position of Party B, and thus makes the contract invalid; or

6. any other circumstance by virtue of which Party B shall be entitled to revoke the employment contract as provided for in the applicable laws and regulations.

Where Party A involves forced labor by means of violence, threat, or illegal restriction of personal freedom, or Party A, in breach of the regular operation rules, forces Party B to work in danger, thus exposing Party B to possible personal injury, Party B may revoke the employment contract with immediate effect without sending prior notice to Party A

(V)  Under any of the following circumstances, Party A may revoke the employment contract:

1. Party B is proved incompetent in the probation period according to the description of competence for recruitment.

2. Party B seriously breaches any labor discipline or rules and systems of Party A.

3. Party B involves serious breach of duty or jobbery that causes serious damage to Party A’s interest.

4. Party B also maintains employment relation with other employers, which seriously affect the completion of task dispatched by Party A, or Party B refuses to remedy so after being notified by Party A.

5. Party B involves in fraud, threat, or taking advantage of unfavorable position of Party A in procuring Party A to sign or amend the employment contract against the actual intentions of Party A, and thus makes the contract invalid.

6. Party B is lawfully imposed with any criminal punishment.

(VI) Under any of the following circumstances, Party A may revoke the contract, subject to a 30-day prior written notice to Party B or additional payment at one month’s pay fixed hereunder in substitution of such 30-day prior notice:

1. Party B suffers a disease or gets injured rather than an industrial injury, and is competent for neither the original position nor any new position dispatched by Party A upon the completion of the medical treatment period;

2. Party B is proved to be incompetent for the current position and keeps incompetent after training or shift of position, or refuses such shift of position;

3. the Employment contract becomes non-performable because of substantial change in the objective circumstance based on which the contract is signed, and the parties fail to reach an agreement on amendment of the contract despite mutual negotiation.

(VII) Party A may revoke the employment contract, in case that Party A has to reduce the employees, despite amendment of the employment contract, because of its reorganization under the Law on Enterprise Bankruptcy, or seriously unfavorable position in operation; or its shift to new business, major technical renovation, or change of business mode; or the employment contract becomes non-performable because of substantial change in the objective economic circumstance based on which the contract is signed, provided, however, that Party A shall explain to and consider the opinions of the trade union or all the employees 30 days in advance, and lodge to the administration for employment the written report on the plan of reduction of employees.

(VIII) Under any of the following circumstances, the contract shall terminate:

1. upon the expiration of the contract;

2. Party B is entitled to claim the pension;

3. Party B dies, or is declared dead or missing with an order by the People’s Court;

4. Party A is lawfully declared bankrupt, revoked with the business license, ordered to shut up, dissolved, or voluntarily dismisses; or

5. under any other circumstance as provided for under applicable laws and regulations

(IX) The employment contract shall survive its expiration date until the elimination of any of the following circumstances:

1. before medical examination on occupational disease for resigning employees, or in the course of diagnosis or monitoring period for suspect patient of occupational disease, if Party B works with exposure to occupational disease;

2. suffers an occupational disease in the course of working for Party A, or an industrial injury and is evaluated to lose the working capacity, partly or wholly;

3. in the stipulated medical treatment period after suffering a disease or an injury other than an industrial injury;

4. (for a female employee) in the periods of pregnancy, confinement, or lactation;

5. works for Party A for consecutive 15 years, and may retire in less than 5 years according to the statutory age of retirement;

6. any other circumstance as provided for under applicable laws and regulations.

VIII.  Breach of contract liability

In case that Party A illegally revokes or terminates the employment contract, Party A shall pay Party B the financial damages; in case that Party B illegally revokes the employment contract, thus causing Party A to suffer any economical loss, Party B shall be liable to the loss therefrom.

IX. other issues:

X. miscellaneous

1. Any dispute arising out of the performance of the employment contract may be lawfully referred to the pertinent local authorities at the place where Party A is located, for mediation, arbitration and lawsuit.

2. As for anything unspecified herein, the applicable national regulations and rules shall apply.

3. In case of discrepancy between this contract and any national laws and regulations to be promulgated in future, the latter shall prevail.

4. The contract is lawfully concluded, and takes effect upon signature / seal affixed by the Parties, which the Parties shall strictly abide by.

5. The contract is made out in duplicate, one of which for each of the Parties.

Party A (seal)： Hangzhou MYL Business Administration Consulting Co., Ltd   (Legal representative/ executive):  
  Date of signing： Party B（signature）：Yan HAN             Date of signing：

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EX-10.14

Exhibit 10.14

CONTRACT FOR LEASE OF PROPERTY

Lessor: Weichao YAN, Xiaowei ZHU Lessee: Hangzhou MYL Business Administration Consulting Co., Ltd. Contract No.: Place of signing: Date of signing:

1.   The property to be leased is located at Room 307, Hualong Business Building, Gongshu District, which consists of one room, with the floorage of 48.1 square meters, in good order.

2.   The term of lease shall be from April 27, 2009 to April 26, 2010. (Note: the term of lease shall not exceed 20 years, and the extra length over 20 years shall be deemed invalid.)

3.   The rent shall be RMB 33,320.

4.   Time limit and method for payment of rent: The rent shall be paid in cash in ___ installments every year.

5.   The expenses in connection with the said property in respect of water, power, gas, telephone, cable TV, cleaning, and property management, shall be for the Lessee’s account.

6.   The property shall be used for the purpose of office and business operation.

7.   As for repair and maintenance of the property, the Lessee shall be responsible for the repair and maintenance of part of the property to the extent such part is decorated and in use.

The scope, time, and percentage of expenses on repair and maintenance of the property for the Lessor: as the case may be.

The scope and percentage of repair and maintenance of the property for the Lessee: the Lessee shall be responsible for the repair and maintenance of part of the property to the extent such part is decorated and in use.

8.   Whether or not the Lessor permits the Lessee to decorate or otherwise add accessories to the property, and to what extent: it shall be subject to prior consent by the Lessor.

Disposition of the decoration and accessories to the property upon expiration of the term of lease: it shall be disposed by the Lessee.

9.    Whether or not the Lessor permits the Lessee to re-lease the property to a third party: Yes.

10.   The deposit of RMB , shall be paid to the Lessor by the Lessee no later than .

11.   events resulting in revocation of the contract

Under any of the following circumstances, the Lessor shall be entitled to revoke this contract:

a)   The Lessee fails to pay the rent or fails to pay the rent as agreed, for more than three months;

b)   The amount owed by the Lessee totals more than RMB /  ;

c)   The Lessee changes the purpose of the property without consent by the Lessor and approval by the pertinent authorities;

d)   The Lessee fails to perform its obligation on repair and maintenance in breach of the provisions herein, and thus causes the property or facilities seriously damaged;

e)   The Lessee decorates the property without written consent by the Lessor;

f)   The Lessee re-lease the property to a third party without written consent by the Lessor; or

g)   The Lessee involves in illegal activity in the property.

Under any of the following circumstances, the Lessee shall be entitled to revoke this contract:

a)     The Lessor postpones the delivery of the property for more than ___  months;

b)   The Lessor fails to perform its obligation on repair and maintenance in breach of this contract, and thus make the Lessee unable to further use the property.

c)   /

12.   Upon expiration of the term of lease, the Lessee shall return the property within the following time limit: /

13.   breach of contract liability: After the Parties sign this contract, in case the Lessee violates any provisions hereof, the property shall be taken back.

The Lessor shall be liable to all loss therefrom, in case that it fails to repair the property in a timely manner or as required and thus results in personal injury or loss of property to the Lessee.

The Lessee shall be liable to not only the rent, but also the late fine, in case that the Lessee delays the payment of rent.

The Lessee shall be liable to all loss therefrom, in case that it re-leases the property to a third party without duly authorization and thus results in damage to the property.

14.   Resolution of dispute: Any dispute arising out of the performance of this contract shall be resolved by the Parties through mutual negotiation, or through mediation made by the local company registry, or, in case of failed negotiation and mediation, be resolved in the manner No. a) as follows:

a)   arbitration by the local arbitration committee; or

b)   bringing a lawsuit to the People’s Court.

15.   other issues: to be negotiated by the Parties.

Lessor: Weichao YAN, Xiaowei ZHU Residence: Legal representative: ID No.: Authorized representative: Tel.: Bank: Zip code: Lessee: Hangzhou MYL Business Administration Consulting Co., Ltd. Residence: Legal representative: ID No.: Authorized representative: Tel.: Bank: Zip code: Conclusion of authentication /notarization:       Authenticator / notary:   Date:

Printed under the supervision of Hangzhou Administration for Industry & Commerce

EX-10.15

Exhibit 10.15

CONTRACT FOR LEASE OF PROPERTY IN SHANGHAI

Prepared by

Shanghai Administration for Property and Land Resource &

Shanghai Administration for Industry and Commerce

in November 2000

Amended by

Shanghai Shengkang Cimic Realty Investment Co., Ltd.

In March 2009

CONTRACT FOR LEASE OF PROPERTY IN SHANGHAI

Contract No. (2009)S.S.X.101A.Z.No.0728

The Contract is made by and between:

Shanghai Shengkang Cimic Realty Investment Co., Ltd., the Lessor (“Party A”), and

Hangzhou MYL Business Administration Consulting Co., Ltd., the Lessee (“Party B”)

In accordance with the Contract Law of the People’s Republic of China and the Regulations of Shanghai on Lease of Property (the “Regulation”), the Parties, on the basis of equality, free will, fairness, and good faith, have negotiated and concluded the Contract for the lease of the Property from Party A to Party B, on the terms and conditions set forth as follows

I.  Description of the leased property

1.   The leased property is located at Room 101A, 102, 103, 105, 206B, and 207A, Cimic Square, 800 Shangcheng Rd., Pudong New District, Shanghai, China (the “Property”). Its actual floorage is 1,581.01 square meters, with the land for comprehensive purpose, the type of property as shopping mall, and of steel-concrete structure. The plan of the Property is attached as Appendix A hereto. Party A has shown to Party B the Certificate of Ownership of Property No. H.F.D.S.Z.(1999)No.004288.

2.   Party A, as owner to the Property, establishes the lease relation with Party B. Before signing the Contract, Party A has informed Party B that the Property has been mortgaged.

3.   The scope of use, conditions and requirements for the common part of the Property, as well as the conditions of the existing decoration, accessories and equipment, and description, standard and issues about the decoration and fixture to be added by Party B with permission of Party A, are specified in the Appendices A and B hereto, respectively. The Parties acknowledge that the said appendices shall be used as basis for examination and acceptance of the Property when Party A delivers it to Party B as well as Party B returns it to Party A upon expiration of the Contract.

II.  Purpose of leased property

1.   Party B promises to Party A that the Property will be intended for office and business training purpose, and that Party B will abide by the national and local regulations on use of property and property management.

2.   Party B warrants that, without consent by Party A and approval by the pertinent authority, Party B will never change the purpose of the Property as agreed above during the term of lease.

III.  Date of delivery and term of lease

1.   The Parties agree that the term of lease shall commence on October 1, 2009 and end on September 30, 2011. The period from August 1, 2009 to September 30, 2009 shall be deemed the decoration period, during which Party A will charge no rent from Party B, provided that Party B shall not use it as office and pay the expenses on property management, power, air-conditioning, and other accrued in this period.

2.   Upon expiration of the term of lease, Party A shall be entitled to take back and Party B shall return, the Property. If Party B intends to renew the lease of the Property, Party B shall send to Party A such written request on renewal of lease three months ahead of expiration date, in which case Party B shall have priority to lease the Property under equivalent conditions. The Contract for lease shall be newly signed subject to written consent by Party A.

IV.  Rent, payment method, and time limit

1.   the Parties agree that the rent shall be at the daily rate of RMB 3.30 per square meter, exclusive of the property management expense, and the total monthly rate of RMB 158,693.88, which shall be for Party B’s account. The rent shall remain the same within two years.

2.   the property management expense shall be at the daily rate of RMB 24 per square meter and the total monthly rate of RMB 37,944.24, which shall be for Party B’s account.

3.   Party B shall, no later than the 10th day (inclusive) every month, pay Party A the monthly rent of RMB 158,693.88 and the property management expense of RMB 37,944.24 for the current month, by remitting the money into:

Shanghai Shengkang Cimic Realty Investment Co., Ltd.

Shanghai Pudong Branch of China Bank of Communication,

A/C No. 310066580010123003607

Overdue payment will result in the breach of contract damages payable to Party A, calculated as 0.3% of the amount owed.

4.   Party B shall Pay Party A the expense on power within seven days after receipt of the billing from the property management agency, by remitting into:

Shanghai Shengkang Cimic Realty Investment Co., Ltd.

Pudong Branch of Bank of Shanghai,

A/C No. 31619100004013139

5.   As Party B will start decorating the Property on August 1, 2009, Party B shall pay Party A, no later than 17:30 pm, July 31, 2009, the amount of RMB 748,608.24, including the security money, the rent for the first month, and the property management expenses for three months. The Parties agree as follows:

1)   After the Parties sign the Contract, Party B shall pay Party A the deposit of RMB 30,000, which may be offset with the said amount, no later than 17:30 pm, July 29, 2009;

2)   Party B shall facsimile to Party A the voucher of payment (i.e. the certificate of bank remittance) of RMB 748,608.24, no later than 17:30pm, July 30, 2009;

3)   In case that Party A does not receive the RMB 748,608.24 from Party B before 17:30pm, August 4, 2009, Party A shall be entitled:

a)   to request Party B to stop the decorating work;

b)   to refuse Party B to access the Rooms 101A, 102, 103, 105, 206B, and 207A, Cimic Square;

c)   to make no compensation for Party B in respect of the decoration expense; and

d)   to take possession of the deposit of RMB 20,000.

Meanwhile, Party A shall be entitled to request Party B to make payment forthwith. In case of further delay in payment by Party B, Party A shall be entitled to terminate the Contract and Party B shall take the breach of contract liabilities.

V.  Security money and other expenses

1.   When Party A delivers the Property, Party B shall pay the rent and the property management expense for the first month, as well as the security money (equal to the rent for three months). Upon receipt of the security money, Party A shall issue the receipt to Party B, which Party B shall present to Party A when Party A returns the security money.

2.   During the term of lease, the expenses on water, power, air-conditioning, communication, repair of equipment, and property management, shall be for Party B’s account. The calculation and sharing of such expenses shall be dealt with by the property management agency.

VI.  Requirement on use of the Property and responsibility on repair

1.   During the term of lease, Party B shall timely notify Party A to repair the Property or the accessories upon Party B’s awareness of any damage or malfunction thereof, while Party A shall repair so within 24 hours after receipt of Party B’s notification, except that special repair issue shall be otherwise dealt with as the case may be. (Special repair issue refers to such repair as carried out on weekends, holidays, requiring purchase of material or experts.)

2.   during the term of lease, Party B shall properly use and take care of the Property and the accessories. Party B shall be liable to repair for damage or malfunction of the Property and the accessories resulting from improper or unreasonable use by Party B. In such case, Party A may repair it at Party B’s expense if Party B refuses to repair.

3.   During the term of lease, Party A shall ensure that the Property and the accessories are kept in order and safe. Party A shall carry out inspection and maintenance of the Property with 24-hours prior notice to Party B, in which case Party B shall cooperate and Party A shall, as possible, minimize the impact on Party B’s use of the Property.

4.   Party B shall carry out additional decoration or fixture or equipment subject to prior written consent by Party A; provided that Party B shall apply to the pertinent authority for approval only with Party A’s authorization. The Parties shall otherwise agree in writing on the additional accessories and equipment made by Party B and the responsibility on repair in connection therewith.

VIII.  Status of the Property when returned

1.   Unless Party B renews the lease of the Property with Party A’s consent, Party B shall return the Property on the day following the date of expiration of the term hereunder. If, without Party A’s consent, Party B delay the timely return of the Property, Party B shall be liable to the expense on possession of the Property at the daily rate of RMB 9.9 per square meter, in additional to other expenses in respect of water, power, communication, equipment repair, maintenance, property management, and air-conditioning.

2.   upon termination of the lease relation (for whatever reason), Party B shall return the Property on time, on conditions that:

1)   Party B shall recover the Property to the same condition as it is when Party A delivers the Property to Party B;

2)   Party B shall pay off all accounts payable;

3)   Party B pay the expenses on recovering the Property to the former conditions;

4)   the return of property shall be deemed accepted only subject to written confirmation by Party A.

VIII.  re-lease, transfer, and exchange

1.   During the term of lease, Party B may transfer to a third party, or exchange the right to use of other property of a third party, the right to use of the said property, subject to prior written consent by Party A. After such transfer or exchange of the right to use, the new Lessee shall sign with Party A the written contract to which the Lessee is changed. Such new contract shall be further implemented after it is duly filed with the real estate trading center of the district or county where the Property is located or with the farm system office; provided that the right to use of a residential apartment cannot be transferred partly.

2.   During the term of lease, in case Party A intends to sell the Property, Party A shall send to Party B the 45-day prior written notice, and promise that the third party will ensure Party B can perform the Contract for lease of the Property until expiration of the term of lease.

3.   During the term of lease, in case that the Property is mortgaged and Party A ceases to manage the Property, Party A shall send to Party B the 45-day prior written notice, and promise that the third party will ensure Party B can keep performing the Contract for lease of the Property.

IX.  Conditions on revocation of contract

1.   the Parties agree that, upon occurrence of any of the following circumstances during the term of lease, the Contract may be earlier terminated, with neither party liable to the other party:

A.   the right to use of the land, where the Property covers, is earlier requisitioned by the government;

B.   the Property is lawfully requisitioned for the sake of public interest;

C.   the Property is included in any area where the properties are to be removed, for the purpose of urban construction;

D.   the Property is damaged, destroyed, or certified as dangerous building; or

E.   the Property fails to pass the safety inspection on fire control under the Shanghai Regulation on Fire Control.

2.     the Parties agree that, either party may revoke the Contract by sending to the other the written notice, under any of the following circumstances. The defaulting party shall be liable to the breach of contract damages payable to the other party, calculated at the rent for three months, provided that, in case such breach of contract damages is insufficient to cover the loss suffered by the other party, the defaulting party shall further compensate the other party for the said difference:

A.   The property delivered by Party A fails to conform with what is agreed herein and thus Party B cannot fulfill the desired purpose of lease; or the Property delivered by Party A endangers Party B personally;

B.   Party A fails to deliver the Property on schedule and fails to do so within 30 days after Party B so requests;

C.   Without Party A’s consent, Party B re-leases the Property, changes the purpose of the Property, causes damages to the Property, or runs commercial activities beyond what is permitted under its business license, resulting in loss suffered by Party A;

D.   Party B delays the payment of rent for more than 30 days.

X.  Breach of contract liability

1.   during the term of lease, if Party A fails to fulfill its obligation on repair and maintenance of the Property, and thus makes damages to the Property or causes financial loss or personal injury to Party B, Party A shall be liable to keep Party B indemnified.

2.   during the term of lease, if Party A revokes the Contract by taking back the Property in advance, Party A shall pay Party B the breach of contract damages equal to the security money hereunder.

3.   during the tem of lease, if Party B earlier terminates the Contract, Party B shall pay Party A the breach of contract damages equal to the security money hereunder.

4.   if Party B delays the payment of the rent and the property management expenses for more than 30 days (the overdue period is calculated from the 11th day of the current month, as per Section 3 of Article IV hereof), Party B shall be deemed to constitute material breach of contract. If Party B fails to make payment or fails to perform the Contract within 7 days after Party A notifies Party B (by sending the written notice to the Property leased by Party B, or by posting such notice on the door of the apartment or the bulletin board, in case that nobody is available or willing to sign for such notice), it shall be deemed Party B revokes the Contract on its own discretion. In such case, Party A shall return no security money to Party B and may stop Party B in using the facilities, cease to offer the supply of water, power, air-conditioning, render no service to Party B, and refuse Party B to further use the apartment, and the adverse consequence, if any, shall be borne by Party B itself.

5.     No matter how much investment Party B has made in the decoration to the Property, Party B shall have no right to claim any compensation against Party A, when the Contract terminates upon expiration, Party B earlier terminates the Contract, or Party A earlier terminates the Contract because of material breach of the Contract by Party B. However, in case Party B violates no provision hereof but Party A earlier terminates the Contract, Party A shall be liable to the expenses on such equipment and facility that can not be removed from the decoration of the Property Party B makes during the term of lease.

XI.   Miscellaneous

1.   The Contract shall take effect on the date when the Parties affix their signatures hereon. Party A will be paid by Party B to assist Party B to transact the procedure on registration of the Contract for lease with the real estate trading center of the district or county where the Property is located or with the farm system office, and to receive the certificate of registration of contract of lease, as detailed in the Tariffs on Notarization, procedure on documentation registration, and companies incorporation. When the lease relation terminates for whatever reason, Party B shall transact necessary procedure on de-registration of the information on the Property from the record of Party B filed with the company registry as well as on cancellation of registration of the Contract of lease, as detailed in the supplemental provisions hereof.

2.   As to anything unspecified herein, the Parties may negotiate supplemental provisions, which, together with the appendices hereof, shall form integral part of the Contract. The handwritten words and sentences filled in the blanks in the Contract, the supplemental provisions, and the appendices shall have the same effect as the printed words and sentences.

3.   when signing the Contract, the Parties fully understand their respective rights, obligation, and responsibility, without any objection. The Parties intend to abide by the Contract strictly. If either party breaches the Contract, the other party shall be entitled to claim against such party according to the Contract.

4.   Any dispute between the Parties arising out of the performance of the Contract shall be resolved through negotiation, or, in case of failed negotiation, be referred to China International Economic and Trade Arbitration Committee Shanghai Branch for arbitration, or the competent People’s Court of the place where property is located.

5.   The Contract is made in triplicate, one for Party A and two for Party B, which shall have the same effect legally.

SUPPLEMENTAL PROVISIONS

In accordance with Section 3, Article XI of the Contract for Lease of Property in Shanghai No. (2009)S.S.X.101A.Z.No.0728, the Parties have negotiated and concluded the following supplemental provisions with regard to the Property defined under Section 1, Article I of the said contract.

1.   On the date when the Contract is signed, Party B shall pay Party A, on lump-sum basis,

1)   RMB 476,081.64 as the security money;

2)   RMB 158,693.88 as the rent for the period from October 1, 2009 to October 31, 2009;

3)   RMB 113,832.72 as the property management expense for the period from August 1, 2009 to October 31, 2009;

4)   The total sum is RMB 748,608.24;

5)   The Contract shall be deemed invalid if Party B fails to pay Party A the said money on schedule.

2.   During the term hereof, Party B shall in no event use the security money as any monthly rent, property management expenses, or other fees. Neither shall such security money or the relevant creditor’s right be mortgaged or otherwise used as guaranty, nor shall the creditor’s right relevant to such security money be transferred to a third party;

3.   Upon termination of the Contract on its expiration date, if Party B:

1)   has damaged no equipment and facility in the Property;

2)   has recovered the Property as it was and returned to Party A with Party A’s confirmation;

3)   has paid off all amount payable to Party A;

4)   has transacted necessary procedure on deregistration of the Property information from the record of Party B filed with the companies registry, as well as on cancellation of registration of the Contract for lease;

5)   has presented the original voucher on receiving the security money issued by Party A;

Party A will return to Party B the security money, free of interest, within 45 days thereafter.

4.   The regular damage to the equipment and facility in the Property shall be for Party A’s account, except regular damage to the bulbs, starter, holder, and ballast include in lighting systems as well as non-regular damage to other equipment and facility.

5.   the property management agency in charge of the Property, which Party A entrusts and is acceptable to it, will render the property management service as follows:

1)   to maintain suitable office environment;

2)   to maintain and repair the public equipment;

3)   to render service for the common area with regard to water, power, air-conditioning, lighting, communication, elevator, and fire control;

4)   cleaning, safeguard, and green belt for the common area; and

5)   treatment of domestic sewage and rubbish.

6.   Party B (its employees and customers included) shall respect the measures on property management as confirmed by Party A, and abide by the Handbook for Owners/Lessees prepared by the property management agency.

7.   When making the partition board or decoration in the Property, Party B shall abide by the Rules on internal decoration prepared by Party A. Without Party A’s consent, Party B shall not damage or change the original structure and facility, and not change or add any air-conditioning, lighting, ventilation, fire control, communication, and other facility and pipelines;

8.   Party B shall cooperate in case that part of the common area or common facility is restricted or affected when Party A necessarily adjust, repair or renovate the Property or the facility.

9.   If Party B notifies Party A to terminate the Contract 45 days ahead of the expiration date of the term hereof, party B shall be obliged to cooperate during such 45 days when potential lessee visits the Property which is still in possession of Party B.

10.   Party B shall be deemed to breach the Contract under any of the following circumstances:

1)   its involvement of being seized, bankrupt, dissolved, illegally change of name, or taken over;

2)   its failure to pay off any account payable hereunder of which the payment has been delayed for more than 14 days;

3)   its transfer or otherwise dispose of, or share with a third party, its right to use of Party A’s premises, without Party A’s consent;

4)   Party B operates or sells any commodities in violation of any governmental regulations.

In such case, Party A shall be entitled to terminate the Contract and take back the Property, and enjoy the residual value of the decoration to the Property. In case that Party A suffers any loss, Party A may recover such loss from the security money. In case that the security money is insufficient to cover Party A’s loss, Party B shall further compensate Party A for the said difference.

11.   Party B shall abide by the Shanghai Regulation on fire control and the Shanghai Regulation on responsibility regarding social security, and sign with the Property management agency the warranty on social security.

12.   Party B shall provide its valid certificate of approval, business license, or practicing license to Party A for the latter’s record. If Party B leases the Property personally for the time being, Party B shall provide his identity certification to Party A, and after the company is established, Party B shall notify Party A that the Lessee are to be changed from himself to the company, with the certificate of approval, business license, and practicing license provided to Party A. If Party B re-leases or allows a third party to use the Property, with Party A’s written consent, Party B shall provide the above-mentioned certificates of such third party to Party A.

13.   The acts by Party B’s representative, trustee or employee shall be deemed the acts by Party B, which Party B shall take full responsibility, legally, while Party A shall take no responsibility. The performance of the Contract by Party A shall not cause Party A to be liable to any responsibility or obligation with regard to Party B’s business operation. Party B shall take full responsibility for any liability resulting from false, incomplete, or delayed information from Party B to Party A.

14.   During the 61 days of rent-free period from August 1, 2009 to September 30, 2009, Party B shall only pay the expenses on property management, power, and service associated with decoration. Party B shall carry out decoration but no office or commercial activity in the Property during such rent-free period, otherwise Party A shall be entitled to charge rent for such period from Party B.

15.   Party A agrees that Party B may post advertising in the Property subject to certain conditions (free of advertising fees, but in conformity with the applicable governmental regulations and the overall layout of the Cimic Square).

16.   Party A agrees that Party B may install the air-conditioners, so long as the external machine of such air-conditioners must be fixed at the places designated by Party A. The expenses on central air-conditioning will not be charged from Party B, while other expenses on power shall be still for Party B’s account.

Lessor: Shanghai Shengkang Cimic Realty Investment Co., Ltd. Nationality: Legal representative: Certificate of incorporation /ID No.: Add.: Zip code: Tel: Authorized representative: Signature: Date of signing: July 29, 2009 Place of signing: Shanghai Lessee: Hangzhou MYL Business Administration Consulting Co., Ltd Nationality: Legal representative: Certificate of incorporation /ID No.: Add.: Zip code: Tel: Authorized representative: Signature: Date of signing: July 29, 2009 Place of signing: Shanghai

Real estate broker: Shanghai Junkai Minyi Real Estate Broking Office

Broker: Jun YE

Broker’s certificate No.: FA290700106

EX-16.1

Exhibit 16.1

GEORGE STEWART, CPA

316 17th AVENUE SOUTH

SEATLE, WASHINGTON 98144

February 12, 2010

U.S. Securities & Exchange Commission

Office of the Chief Accountant

100 F Street, NE

Washington, DC 20549

Ladies and Gentlemen

I have read the statements included under Item 4.01 in the Form 8-K filing dated February 12, 2010 of On Demand Heavy Duty Corp. (the Company) to be filed with the Securities and Exchange Commission and I agree with such statements insofar as they relate to our dismissal. We have no knowledge about the appointment of Stan Jeong-Ha Lee, CPA was approved by the Board of Directors, or that they were not consulted prior to their appointment as auditors.

Very truly yours,

/s/ George Stewart

George Stewart, CPA

EX-16.2

Exhibit 16.2

Stan J.H. Lee, CPA

2160 North Central Rd.  Suite 203 tFort Lee tNJ 07024

P.O. Box 436402 tSan Ysidro tCA t92143

619-623-7799 Fax 619-564-3408 E-mail) stan2u@gmail.com

To Whom It May Concerns;

The firm of Stan J.H. Lee, Certified Public Accountant,  consents to the inclusion of our report of January 29, 2010, on the audited financial statements of Surmounting Limited Marketing Adviser Limited as of December 31, 2009, in any filings that are necessary now or in the near future with the U.S. Securities and Exchange Commission.

Very truly yours,

/s/ Stan J.H. Lee, CPA

 ______________________

Stan J.H. Lee, CPA

February 9, 2010

Fort Lee, NJ 07024