Exhibit 10.5

                            EQUITY PLEDGE AGREEMENT

The Equity Pledge Agreement (hereinafter referred to as "the Agreement" has been
signed by both  parties on  November  28,  2009 in  Beijing,  the capital of the
People's Republic of China (hereinafter referred to as "China").

Pledgee: Xiangtan Nicestar Business Administration Co., Ltd.

       Registered address: Huayuan Village, Shaoshan Town, Shaoshan City

       Legal representative: Guangwen He

Pledgeor: Guangwen He

        ID card No.: 430124196807081491

Whereas,

1.   The Pledgee is a wholly foreign owned enterprise  established  according to
     related  Chinese  laws and legally  existing  in China.  He  Guangwen,  the
     Pledgeor  in the  Agreement,  is a Chinese  citizen and holds 90% of equity
     interests of Hunan Oya Education Technology Co., Ltd. (hereinafter referred
     to as "Oya Company").

2.   The Pledgee has signed the LOAN AGREEMENT (Attachment 1) with the Pledgeor.

3.   In order to guarantee the Pledgee's  rights of credit specified in the LOAN
     AGREEMENT (Attachment 1) to the Pledgeor, the Pledgeor shall pledge all the
     equity  interests  of Oya Company as the  collateral  mortgage for the loan
     under the LOAN AGREEMENT (Attachment 1).

THEREFORE, the Pledgee and the Pledgeor have reached an agreement below based on
equality and mutual benefits and friendly negotiations.

1.   Definitions

     Unless otherwise specified, related terms are defined as below.

     1.1  Pledge right: It has the meaning in Clause 2 of the Agreement.

     1.2  Equity  interest:  It refers to all 90% of equity interests of the Oya
          Company legally held by the Pledgeor.

     1.3  Pledge  rate:  It refers to a  proportion  of the value of all pledged
          equity  interests under the Agreement to the total loan under the LOAN
          AGREEMENT (Attachment 1).

     1.4  Pledge duration: It refers to a period prescribed by Clause 3.2 of the
          Agreement.

     1.5  Events of Default:  It refers to all  circumstances in Clause 7 of the
          Agreement.

     1.6  Notice  of  Default:  It refers  to a notice  on  declaring  events of
          default delivered by the Pledgee in light of the Agreement.

2. Pledge rights

     2.1  The Pledgeor  shall pledge all the equity  interests of Oya Company to
          the  Pledgee as the  collateral  mortgage  for the loan under the LOAN
          AGREEMENT (Attachment 1).

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     2.2  Pledge  rights  refer  to  those  rights  enjoyed  by the  Pledgee  to
          preemptively  get  paid at the  price at which  the  equity  interests
          pledged by the Pledgeor are  converted  into money,  auctioned or sold
          off.

3. Pledge rate and pledge duration

     3.1  Pledge rate

          3.1.1 The Pledge rate is 100%.

     3.2  Pledge duration

          3.2.1The equity interest pledged under the Agreement shall take effect
               after being recorded into the  shareholder's  list of Oya Company
               and  registered at the  administration  for industry and commerce
               (if  necessary).  The pledge's valid period shall be equal to the
               valid period of the LOAN AGREEMENT (Attachment 1).

          3.2.2In the pledge's valid period,  the Pledgee is entitled to dispose
               the  pledge  rights  in  conformity  with  the  Agreement  if the
               Pledgeor  fails  to pay  back  the  loan  accoridng  to the  LOAN
               AGREEMENT (Attachment 1).

4. Dividend collection

The Pledgee is entitled to collect dividends generated from the equity interests
in the pledge duration.

5. Representation and warranties of the Pledgeor

     5.1  The Pledgeor is a legal holder of these equity interests.

     5.2  Unless otherwise  specified,  intervention from any other party is not
          allowed under any circumstance  once the Pledgee performs the right in
          light of the Agreement.

     5.3  Unless  otherwise  specified,  the Pledgeor is entitled to dispose and
          transfer the pledge rights in the ways specified in the Agreement.

     5.4  The  Pledgeor  has not set  any  other  pledge  rights  on the  equity
          interests except for the Pledgee.

6. Commitments of the Pledgeor

     6.1  In duration of the Agreement,  the Pledgeor makes commitments as below
          to the Pledgee.

          6.1.1 The  Pledgeor  shall not  transfer  the equity  interests to any
                third party and set or allow any pledge that possibly influences
                the  Pledgee's  rights  and  interests   without  prior  written
                approval of the Pledgee.

          6.1.2 The Pledgeor shall abide by and execute all laws and regulations
                relating   to  pledge  of  right  and   present   the   notices,
                instructions or proposals issued or made by related  authorities
                on pledge  rights to the  Pledgee in five days after  receiving,
                and by abiding the foregoing notices, instructions or proposals,
                or in line with the reasonable  requirements of the Pledgee,  or

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                with the approval of the  Pledgee,  put forward  objections  and
                representations in terms of matters above.

          6.1.3 The Pledgeor shall promptly  inform the Pledgee of any events or
                any received  notices that may influence the  Pledgeor's  equity
                interests or any partial  rights,  or may change any  Pledgeor's
                warranties or obligations in the Agreement, or may influence the
                Pledgeor's fulfilling the obligations under the Agreement.

     6.2  The Pledgeor agrees that the Pledgee's rights to be performed  towards
          the  acquired  pledge  rights  according  to  related  clauses  of the
          Agreement  shall not be  interrupted  or encumbered by the Pledgeor or
          successor  or  entrusted  person of the  Pledgeor  in light of related
          legal procedures.

     6.3  The Pledgeor shall  guarantee the Pledgee that Pledgeor shall honestly
          sign and prompt all interested  parties  involved in the pledge rights
          to sign all legal  titles and  stipulations  requested by the Pledgee,
          and/or  execute and prompt all interested  parties to execute  actions
          requested by the Pledgee, facilitate the Pledgee to execute rights and
          authorizations  given by the agreement,  sign all amendment  documents
          for the  certificate  of  equity  interests  with the  Pledgee  or the
          appointed  persons  (natural  person/legal  person),  and  provide all
          necessary  notices,  instructions and decisions  related to the pledge
          rights for the Pledgee in a reasonable period.

     6.4  The Pledgeor shall guarantee the Pledgee that the pledgeor shall abide
          by and fulfill all warranties, commitments, agreements, statements and
          conditions  to  maintain  the  Pledgee's  interests,   otherwise,  the
          Pledgeor shall compensate the Pledgee for all losses arising herein.

7. Events of default

     7.1  Items below are regarded as events of default:

          7.1.1 The  Pledgeor  fails to fully  pay back the loan  under the LOAN
                AGREEMENT (Attachment 1) on time.

          7.1.2 Any  representation or warrant in Clause 5 of the Agreement made
                by the Pledgeor undergoes substantial mistakes or errors, and/or
                the Pledgeor breaches  representations or warranties in Clause 5
                of the Agreement.

          7.1.3 The Pledgeor breaches commitments in Clause 6 of the agreement.

          7.1.4 The Pledgeor breaches any clause of the Agreement.

          7.1.5 Except for the  circumstance  specified  in Clause  6.1.1 of the
                Agreement,   the  Pledgeor  abandons  the  equity  interests  or
                transfers the equity interests without prior written approval of
                the Pledgee.

          7.1.6 The  Pledgee  deems  that  the  Pledgeor's  ability  to  fulfill
                obligations  under the Agreement is adversely  influenced if (1)
                payment or  fulfillment  ahead of schedule  is  required  due to
                breach of related agreements,  or (2) payment or fulfillment can
                not be realized on schedule  with regard to any  external  loan,
                guarantee,   compensation,   commitment  or  other   liquidation
                liabilities of the Pledgeor

          7.1.7 The Pledgeor can not pay back general debts or other debts.

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          7.1.8 The  Agreement is illegal or the  Pledgeor can not  continuously
                fulfill obligations under the Agreement because related laws are
                promulgated.

          7.1.9 All   government's   consents,    permissions,    approvals   or
                authorizations  to execute,  legalize or validate the  Agreement
                are revoked, suspended, invalidated or substantially amended.

          7.1.10The  Pledgee  deems  that  the  Pledgeor's  ability  to  fulfill
                obligations  under the  Agreement in view of adverse  changes of
                the Pledgeor's possessions.

          7.1.11The  Pledgeor's  successor or  management  agent only  partially
                performs or rejects performing the payment obligation stipulated
                by the LOAN AGREEMENT (Attachment 1).

          7.1.12The Pledgee undergoes other situations  resulting in failures to
                dispose  the  pledge  rights  according  to  relevant  laws  and
                regulations.

     7.2  The Pledgeor shall propmptly inform the Pledgee in written form of any
          known or found matter in Article 7.1 or the existing  matters possibly
          resulting in matters above.

     7.3  Unless  the events of  defaults  listed in  Article  7.1 are  properly
          resolve under the condition  that the Pledgee is satisfied  with,  the
          Pledgee has the right to issue a notice on breach of the  Agreement to
          the Pledgeor at any time during or after matters above,  requiring the
          Pledgeor  to pay  back  the loan and  other  payables  under  the LOAN
          AGREEMENT  (Attachment 1) or disposing the pledge rights  according to
          Article 8 of this Agreement.

8. Exercising the pledge rights

     8.1  Before all borrowings under the LOAN AGREEMENT (Attachment 1) are paid
          back,  the Pledgeor  shall not transfer the equity  interests  without
          written approval of the Pledgee.

     8.2  The  Pledgee  shall issue a notice on breach of the  Agreement  to the
          Pledgeor while exercising the pledge rights.

     8.3  Subject to the  regulation  of Article 7.3, the Pledgee is entitled to
          dispose the pledge  rights at any time while  issuing the notice above
          in light of Article 7.3 or after issuing the notice.

     8.4  The Pledgee is entitled to get paid  preemptively  in conformity  with
          related legal procedures by converting all or partial equity interests
          under the  Agreement  into money,  or  auctioning  and selling off the
          equity  interests  till all loans and  other  payables  under the LOAN
          AGREEMENT (Attachment 1) are paid back.

     8.5  The Pledgeor shall not set any barrier and shall  necessarily help the
          Pledgee to fulfill the pledge  rights when the  Pledgee  disposes  the
          pledge rights according to the Agreement.

9. Transfer

     9.1  Unless approved by the Pledgee  beforehand,  the Pledgeor has no right
          to donate or transfer the rights and obligations in the Agreement.

     9.2  The  Pledgeor and the  successor,  the Pledgee,  every  successor  and
          transferee are bound by the Agreement.

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     9.3  The Pledgee has the right to transfer all rights and obligations under
          the LOAN  AGREEMENT  (Attachment 1) to its appointed  person  (natural
          person/legal  person)  at any time in event  of which  the  transferee
          shall enjoy and undertake the Pledgee's  rights and obligations  under
          the  Agreement  just like one  Party of the  Agreement.  Besides,  the
          Pledgeor shall hereby sign related  agreements and/or documents at the
          Pledgeor's   request  while  the  Pledgee  transfers  its  rights  and
          obligations under the LOAN AGREEMENT (Attachment 1).

     9.4  In  view  of  changes  in the  Pledgee  due to the  transfer,  the new
          Pledgeor and Pledgee shall sign a new pledge agreement.

10. Termination

The Agreement shall be terminated  after all borrowings under the LOAN AGREEMENT
(Attachment  1) are paid back and the Pledgeor does not undertake any obligation
under the  Agreement  and be  cancelled  or  released  by the Pledgee as soon as
possible in a reasonable and feasible period.

11. Handling charges and other expenses

     11.1 The Pledgeor  shall bear all  expenses and actual costs in  connection
          with the  Agreement,  including  but not  limited  to  legal  expense,
          handling  charge,  stamp tax and other  taxes and  expenses  and shall
          fully  compensate  the  Pledgee  for the paid taxes by the  Pledgee as
          required by laws.

     11.2 If the  Pledgeor  fails  to pay  for  any  required  tax  and  expense
          according to the  Agreement or the Pledgee takes any measure or action
          to claim for  compensation  due to other  reasons,  the Pledgeor shall
          bear all costs arising from this (including but not limited to various
          taxes,  handling charges,  operation costs, legal costs, attorney fees
          and insurances on handling the pledge rights).

12. Force majeure

     12.1 In case that the Agreement is partially postponed or hindered by force
          majeure,  the Party  suffering from the force majeure events shall not
          take any  liability for this part under the  Agreement.  Force majeure
          events  herein  refer to those  events  beyond one party's  reasonable
          control and still  unavoidable even after being reasonably  noticed by
          the  party  undergoing  them,  including  but  not  limited  to act of
          government,  natural force, fire, explosion,  geographical  variation,
          storm, flood,  earthquake,  tide, lightning or war to the exclusion of
          insufficient  credit,  fund or  financing.  One  Party  in  search  of
          exempting  its  reliability  under the  Agreement or any clause of the
          Agreement shall inform the other Party of the liability  exemption and
          of the steps of fulfilling the liability.

     12.2 The party  suffering  from the force majeure events shall not take any
          liability herein. The liability exemption, limited to the postponed or
          hindered part,  only prevails for the Party in search of the liability
          exemption  when it  suffers  from the force  majeure  events and tries
          reasonably  and feasibly to fulfill  liabilities  under the Agreement.
          Once the cause of such liability  exemption is rectified and remedied,
          both Parties shall agree to restore to fulfill the Agreement  based on
          the greatest efforts.

13. Dispute resolutions

     13.1 The Agreement  shall be  administrated  and interpreted in conformance
          with laws of the People's Republic of China.

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     13.2 Both Parties shall resolve any dispute arising from  interpreting  and
          fulfilling the Agreement  based on friendly  negotiations.  Otherwise,
          any one of both  Parties is entitled  hereby to present the dispute to
          China  International  Economic and Trade  Arbitration  Commission  for
          arbitrations  and  resolution in Beijing based on current  arbitration
          rules.  The arbitration  language shall be Chinese and the arbitration
          award shall be final and binding on both parties.

14. Notice

     14.1 All notices  issued by both Parties of the Agreement to fulfill rights
          and obligations  under the Agreement shall be in written form. In case
          of the notices served by special  personnel,  the actual service shall
          prevail and notices  being sent  through  telex and fax shall take the
          sending time as the criterion. If notices are served not in a business
          day or after a business  day, the next  continuous  business day after
          this day shall be  deemed  as the date of  service.  The  address  for
          service  herein  refers to  address  of the  parties  involved  in the
          Agreement or all  addresses  notified in written form  hereafter.  The
          written form includes fax and telex.

15. Effectiveness

     15.1 The Agreement and all its revisions,  supplementations  or alterations
          shall be in  written  form and take  effect  after  being  signed  and
          stamped by both parties.

     15.2 The Agreement shall be compiled in Chinese and provided in duplicate.

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Pledgee: Xiangtan Nicestar Business Administration Co., Ltd.

Authorized representative: Guangwen He

/s/ Guangwen He

Date: November 28, 2009


Pledgeor: Guangwen He

/s/ Guangwen He

Date: November 28, 2009


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Attachment 1

Loan Agreement


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                            EQUITY PLEDGE AGREEMENT

The Equity Pledge Agreement (hereinafter referred to as "the Agreement" has been
signed by both  parties on  November  28,  2009 in  Beijing,  the capital of the
People's Republic of China (hereinafter referred to as "China").

Pledgee: Xiangtan Nicestar Business Administration Co., Ltd.

          Registered address: Huayuan Village, Shaoshan Town, Shaoshan City

          Legal representative: Guangwen He

Pledgeor: Yabin Zhong

          ID card No.: 43012419660828144X
Whereas,

4.    The Pledgee is a solely foreign-invested  enterprise established according
      to related Chinese laws and legally  existing in China.  Zhong Yabin,  the
      Pledgeor in the  Agreement,  is a Chinese  citizen and holds 10% of equity
      interests  of  Hunan  Oya  Education  Technology  Co.,  Ltd.  (hereinafter
      referred to as "Oya Company").

5.    The  Pledgee  has  signed  the  LOAN  AGREEMENT  (Attachment  1) with  the
      Pledgeor.

6.    In order to guarantee the Pledgee's rights of credit specified in the LOAN
      AGREEMENT  (Attachment  1) to the Pledgeor,  the Pledgeor shall pledge all
      the equity  interests  of Oya Company as the  collateral  mortgage for the
      loan under the LOAN AGREEMENT (Attachment 1).

Hereby,  the Pledgee and the Pledgeor  have reached an agreement  below based on
equality and mutual benefits and friendly negotiations. .

2. Definitions

     Unless otherwise specified, related terms are defined as below.

     1.7  Pledge right: It has the meaning in Clause 2 of the Agreement.

     1.8  Equity  interest:  It refers to all 10% of equity interests of the Oya
          Company legally held by the Pledgeor.

     1.9  Pledge  rate:  It refers to a  proportion  of the value of all pledged
          equity  interests under the Agreement to the total loan under the LOAN
          AGREEMENT (Attachment 1).

     1.10 Pledge duration: It refers to a period prescribed by Clause 3.2 of the
          Agreement.

     1.11 Events of Default:  It refers to all  circumstances in Clause 7 of the
          Agreement.

     1.12 Notice  of  Default:  It refers  to a notice  on  declaring  events of
          default delivered by the Pledgee in light of the Agreement.

2. Pledge rights

     2.3  The Pledgeor  shall pledge all the equity  interests of Oya Company to
          the  Pledgee as the  collateral  mortgage  for the loan under the LOAN
          AGREEMENT (Attachment 1).

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     2.4  Pledge  rights  refer  to  those  rights  enjoyed  by the  Pledgee  to
          preemptively  get  paid at the  price at which  the  equity  interests
          pledged by the Pledgeor are  converted  into money,  auctioned or sold
          off.

3. Pledge rate and pledge duration

     3.1  Pledge rate

          3.1.1 The Pledge rate is 100%.

     3.2  Pledge duration

          3.2.3  The  equity  interest  pledge  under the  Agreement  shall take
                 effect after being recorded into the shareholder's  list of Oya
                 Company and registered at the  administration  for industry and
                 commerce (if  necessary).  The  pledge's  valid period shall be
                 equal to the valid period of the LOAN AGREEMENT (Attachment 1).

          3.2.4  In the  pledge's  valid  period,  the  Pledgee is  entitled  to
                 dispose the pledge rights in conformance  with the Agreement if
                 the Pledgeor  fails to pay back the loan  according to the LOAN
                 AGREEMENT (Attachment 1).

4. Dividend collection

The Pledgee is entitled to collect dividends generated from the equity interests
in the pledge duration.

5. Representations and warranties of the Pledgeor

     5.5  The Pledgeor is a legal holder of these equity interests.

     5.6  Unless otherwise  specified,  intervention from any other party is not
          allowed under any circumstance  once the Pledgee performs the right in
          light of the Agreement.

     5.7  Unless  otherwise  specified,  the Pledgeor is entitled to dispose and
          transfer the pledge rights in the ways specified in the Agreement.

     5.8  The  Pledgeor  has not set  any  other  pledge  rights  on the  equity
          interests except for the Pledgee.

6. Commitments of the Pledgeor

     6.1  In duration of the Agreement,  the Pledgeor makes commitments as below
          to the Pledgee.

          6.1.4  The Pledgeor  shall not  transfer  the equity  interests to any
                 third  party  and  set  or  allow  any  pledge  that   possibly
                 influences  the Pledgee's  rights and  interests  without prior
                 written approval of the Pledgee.

          6.1.5  The   Pledgeor   shall  abide  by  and  execute  all  laws  and
                 regulations  relating  to  pledge  of  right  and  present  the
                 notices,  instructions  or proposals  issued or made by related
                 authorities  on pledge rights to the Pledgee in five days after
                 receiving,  and by abiding the foregoing notices,  instructions
                 or proposals,  or in line with the reasonable  requirements  of
                 the Pledgee,  or with the approval of the Pledgee,  put forward
                 objections and representations in terms of matters above.

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          6.1.6  The Pledgeor shall promptly inform the Pledgee of any events or
                 any received  notices that may influence the Pledgeor's  equity
                 interests or any partial  rights,  or may change any Pledgeor's
                 warranties or obligations  in the  Agreement,  or may influence
                 the Pledgeor's fulfilling the obligations under the Agreement.

     6.5  The Pledgeor agrees that the Pledgee's rights to be performed  towards
          the  acquired  pledge  rights  according  to  related  clauses  of the
          Agreement  shall not be  interrupted  or encumbered by the Pledgeor or
          successor  or  entrusted  person of the  Pledgeor  in light of related
          legal procedures.

     6.6  The Pledgeor shall  guarantee the Pledgee that Pledgeor shall honestly
          sign and prompt all interested  parties  involved in the pledge rights
          to sign all legal  titles and  stipulations  requested by the Pledgee,
          and/or  execute and prompt all interested  parties to execute  actions
          requested by the Pledgee, facilitate the Pledgee to execute rights and
          authorizations  given by the agreement,  sign all amendment  documents
          for the  certificate  of  equity  interests  with the  Pledgee  or the
          appointed  persons  (natural  person/legal  person),  and  provide all
          necessary  notices,  instructions and decisions  related to the pledge
          rights for the Pledgee in a reasonable period.

     6.7  The Pledgeor shall guarantee the Pledgee that the pledgeor shall abide
          by and fulfill all warranties, commitments, agreements, statements and
          conditions to maintain the Pledgee's interest, otherwise, the Pledgeor
          shall compensate the Pledgee for all losses arising herein.

7. Events of default

     7.1  Items below are regarded as events of default:

          7.1.13 The  Pledgeor  fails to fully pay back the loan  under the LOAN
                 AGREEMENT (Attachment 1) on time.

          7.1.14 Any representation or warrant in Clause 5 of the Agreement made
                 by the  Pledgeor  undergoes  substantial  mistakes  or  errors,
                 and/or the Pledgeor breaches  representations  or warranties in
                 Clause 5 of the Agreement.

          7.1.15 The Pledgeor breaches commitments in Clause 6 of the agreement.

          7.1.16 The Pledgeor breaches any clause of the Agreement.

          7.1.17 Except for the  circumstance  specified  in Clause 6.1.1 of the
                 Agreement,  the  Pledgeor  abandons  the  equity  interests  or
                 transfers the equity  interests  without prior written approval
                 of the Pledgee.

          7.1.18 The  Pledgee  deems  that the  Pledgeor's  ability  to  fulfill
                 obligations under the Agreement is adversely  influenced if (1)
                 payment or  fulfillment  ahead of schedule  is required  due to
                 breach of related agreements, or (2) payment or fulfillment can
                 not be realized on schedule  with regard to any external  loan,
                 guarantee,   compensation,   commitment  or  other  liquidation
                 liabilities of the Pledgeor

          7.1.19 The Pledgeor can not pay back general debts or other debts.

          7.1.20 The  Agreement is illegal or the Pledgeor can not  continuously
                 fulfill  obligations  under the Agreement  because related laws
                 are promulgated.

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          7.1.21 All   government's   consents,   permissions,    approvals   or
                 authorizations  to execute,  legalize or validate the Agreement
                 are revoked, suspended, invalidated or substantially amended.

          7.1.22 The  Pledgee  deems  that the  Pledgeor's  ability  to  fulfill
                 obligations  under the Agreement in view of adverse  changes of
                 the Pledgeor's possessions.

          7.1.23 The  Pledgeor's  successor or management  agent only  partially
                 performs  or  rejects  performing  the  payment  responsibility
                 stipulated by the LOAN AGREEMENT (Attachment 1).

          7.1.24 The Pledgee undergoes other situations resulting in failures to
                 dispose  the  pledge  rights  according  to  relevant  laws and
                 regulations.

     7.4  The Pledgeor shall propmptly inform the Pledgee in written form of any
          known or found matter in Article 7.1 or the existing  matters possibly
          resulting in matters above.

     7.5  Unless  the events of  defaults  listed in  Article  7.1 are  properly
          resolve under the condition  that the Pledgee is satisfied  with,  the
          Pledgee has the right to issue a notice on breach of the  Agreement to
          the Pledgeor at any time during or after matters above,  requiring the
          Pledgeor  to pay  back  the loan and  other  payables  under  the LOAN
          AGREEMENT  (Attachment 1) or disposing the pledge rights  according to
          Article 8 of this Agreement.

8. Exercising the pledge rights

     8.6  Before all borrowings under the LOAN AGREEMENT (Attachment 1) are paid
          back,  the Pledgeor  shall not transfer the equity  interests  without
          written approval of the Pledgee.

     8.7  The  Pledgee  shall issue a notice on breach of the  Agreement  to the
          Pledgeor while exercising the pledge rights.

     8.8  Subject to the  regulation  of Article 7.3, the Pledgee is entitled to
          dispose the pledge  rights at any time while  issuing the notice above
          in light of Article 7.3 or after issuing the notice.

     8.9  The Pledgee is entitled to get paid  preemptively in conformance  with
          related legal procedures by converting all or partial equity interests
          under the  Agreement  into money,  or  auctioning  and selling off the
          equity  interests  till all loans and  other  payables  under the LOAN
          AGREEMENT (Attachment 1) are paid back.

     8.10 The Pledgeor shall not set any barrier and shall  necessarily help the
          Pledgee to fulfill the pledge  rights when the  Pledgee  disposes  the
          pledge rights according to the Agreement.

9. Transfer

     9.5  Unless approved by the Pledgee  beforehand,  the Pledgeor has no right
          to donate or transfer the rights and obligations in the Agreement.

     9.6  The  Pledgeor and the  successor,  the Pledgee,  every  successor  and
          transferee are bound by the Agreement.

     9.7  The Pledgee has the right to transfer all rights and obligations under
          the LOAN  AGREEMENT  (Attachment 1) to its appointed  person  (natural
          person/legal  person)  at any time in event  of which  the  transferee

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          shall enjoy and undertake the Pledgee's  rights and obligations  under
          the  Agreement  just like one  Party of the  Agreement.  Besides,  the
          Pledgeor shall hereby sign related  agreements and/or documents at the
          Pledgeor's   request  while  the  Pledgee  transfers  its  rights  and
          obligations under the LOAN AGREEMENT (Attachment 1).

     9.8  In  view  of  changes  in the  Pledgee  due to the  transfer,  the new
          Pledgeor and Pledgee shall sign a new pledge agreement.

10. Termination

The Agreement shall be terminated  after all borrowings under the LOAN AGREEMENT
(Attachment  1) are paid back and the Pledgeor does not undertake any obligation
under the  Agreement  and be  cancelled  or  released  by the Pledgee as soon as
possible in a reasonable and feasible period.

11. Handling charges and other expenses

     11.3 The Pledgeor  shall bear all  expenses and actual costs in  connection
          with the  Agreement,  including  but not  limited  to  legal  expense,
          handling  charge,  stamp tax and other  taxes and  expenses  and shall
          fully  compensate  the  Pledgee  for the paid taxes by the  Pledgee as
          required by laws

     11.4 If the  Pledgeor  fails  to pay  for  any  required  tax  and  expense
          according to the  Agreement or the Pledgee takes any measure or action
          to claim for  compensation  due to other  reasons,  the Pledgeor shall
          bear all costs arising from this (including but not limited to various
          taxes,  handling charges,  operation costs, legal costs, attorney fees
          and insurances on handling the pledge rights).

12. Force majeure

     12.3 In case that the Agreement is partially postponed or hindered by force
          majeure,  the Party  suffering from the force majeure events shall not
          take any  liability for this part under the  Agreement.  Force majeure
          events  herein  refer to those  events  beyond one party's  reasonable
          control and still  unavoidable even after being reasonably  noticed by
          the  party  undergoing  them,  including  but  not  limited  to act of
          government,  natural force, fire, explosion,  geographical  variation,
          storm, flood,  earthquake,  tide, lightning or war to the exclusion of
          insufficient  credit,  fund or  financing.  One  Party  in  search  of
          exempting  its  reliability  under the  Agreement or any clause of the
          Agreement shall inform the other Party of the liability  exemption and
          of the steps of fulfilling the liability.

     12.4 The party  suffering  from the force majeure events shall not take any
          liability herein. The liability exemption, limited to the postponed or
          hindered part,  only prevails for the Party in search of the liability
          exemption  when it  suffers  from the force  majeure  events and tries
          reasonably  and feasibly to fulfill  liabilities  under the Agreement.
          Once the cause of such liability  exemption is rectified and remedied,
          both Parties shall agree to restore to fulfill the Agreement  based on
          the greatest efforts.

13. Dispute resolutions

     13.3 The Agreement  shall be  administrated  and interpreted in conformance
          with laws of the People's Republic of China.

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     13.4 Both Parties shall resolve any dispute arising from  interpreting  and
          fulfilling the Agreement  based on friendly  negotiations.  Otherwise,
          any one of both  Parties is entitled  hereby to present the dispute to
          China  International  Economic and Trade  Arbitration  Commission  for
          arbitrations  and  resolution in Beijing based on current  arbitration
          rules.  The arbitration  language shall be Chinese and the arbitration
          award shall be final and binding on both parties.

14. Notice

     14.2 All notices  issued by both Parties of the Agreement to fulfill rights
          and obligations  under the Agreement shall be in written form. In case
          of the notices served by special  personnel,  the actual service shall
          prevail and notices  being sent  through  telex and fax shall take the
          sending time as the criterion. If notices are served not in a business
          day or after a business  day, the next  continuous  business day after
          this day shall be  deemed  as the date of  service.  The  address  for
          service  herein  refers to  address  of the  parties  involved  in the
          Agreement or all  addresses  notified in written form  hereafter.  The
          written form includes fax and telex.

15. Effectiveness

     15.3 The Agreement and all its revisions,  supplementations  or alterations
          shall be in  written  form and take  effect  after  being  signed  and
          stamped by both parties.

     15.4 The Agreement shall be compiled in Chinese and provided in duplicate.

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Pledgee: Xiangtan Nicestar Business Administration Co., Ltd.

Authorized representative: /s/ Guangwen He

Date: November 28, 2009


Pledgeor: Yabin Zhong

/s/ Yabin Zhong

Date: November 28, 2009


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Attachment 1

Loan Agreement


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