Exhibit 10.7

                         JOINT SCHOOL-RUNNING AGREEMENT

Party A: Education Bureau of Shimian County, Ya'an City, Sichuan Province

Party B: Changsha Huanqiu Vocational Secondary School

For  the  purposes  of  further  fulfilling  the  Decision   Concerning  Further
Implementation of Reform and Development of Vocational Education  promulgated by
the State Council,  further  strengthening  one-to-one  aiding and assistance of
vocational   education,   accelerating   the   development  of  county  economy,
strengthening and magnifying the brand of vocational education, after sufficient
consultations,  Party A (Education Bureau of Shimian County, Ya'an City, Sichuan
Province) and Party B (Changsha  Huanqiu  Vocational  Secondary School) make and
enter into this agreement concerning school running cooperation, as follows:

I.  Objective of school  running  cooperation:  to strengthen  the management of
school,  to increase  students'  professional  skills,  to  properly  settle the
problem of employment  of  graduates,  to enlarge the scale of the school and to
make the school to become a place where parents are satisfied,  students  become
talents and the government feels assured.

II. Management Method of School: the Principal shall be appointed by Party B and
be responsible  for the whole work of the school,  assuming by law the duties as
the  principal.  Party A will appoint a  Vice-principal  to  participate  in the
management of the school.

III. Type of School running cooperation:  sponsored by the government and funded
by private capital.

IV. Term of  Cooperation:  15 years,  from Jan 23rd 2006 to July 30th 2021. When
the term expires,  Party A and Party B shall liquidate the school and finish the
handing-over  of the  school,  and  then  their  rights  and  obligations  shall
terminate.

V. Duties to be Fulfilled and Rights to be Enjoyed by Party A and Party B

(I)  Land  use  right  and  attachments  (such as  classroom  buildings,  office
buildings,   teacher's  dormitories,   student's  domitories  and  its  teaching
equipments  and  facilities)  are  owned by Party A;  After  Party A and Party B
jointly  establish  the  school,   newly-built  education  and  teaching  rooms,
equipments and facilities  shall become owned by Party A after the term expires.
Party B shall hand over the  schoolhouses,  equipments and facilities,  save and
sound, to Party A after the term expires.

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(II) Party A's Duties and Rights

1. The wage of Party A's teachers and staff members continuing to be employed by
Party B (including  retired veteran cadres and retired persons) shall be paid by
Party A on a monthly basis. If Shimian's  public  teachers  haven't gone through
the  formalities  of the  State's  insurance,  then such  insurance  will not be
provided;  If  such  insurance  is  required,   then  Party  A  shall  take  the
responsibility.

2. As to Party A's regular enlisted staff members dismissed by Party B by reason
of the work,  Party A shall be responsible for their proper  arrangement and the
operations of the school shall not be affected due to such dismissal.

3. As Party B enlarges the scale of the school, Party A shall be responsible for
free allocation of the land and going through the formalities of land use right.
Newly-built  and  enlarged  houses  will  be  equally  treated  pursuant  to the
government's  policy  concerning  public  education  investment and construction
projects,  and Party A shall coordinate and settle the disputes in the course of
the construction.

4.  During  the  operations  of the  school,  Party B will  enjoy  the  policies
concerning preferential tax and exemption equivalent to public schools.

5. Positively  optimize the environment of the school (including the requirement
that netcafes,  KTV,  poolrooms shall not be established  within 200 meters from
the school and the requirement that vendors shall not set their stands, etc.)

6. Make the enrollment policy: Teaching staff members of the county are strictly
prohibited to introduce  students to schools in other  regions,  and the review,
approval and filing  system  concerning  enrollment  of schools in other regions
will be implemented.

7. Within the term of ageement, in principle Party A will not review and approve
new vocational education schools and similar schools.

8. Party A shall enjoy the  ownership  and  supervision  power over the school's
assets.

9. During the term of agreement,  all the policy-based funds Party A applies for
and  obtains  from the  superior  authorities  shall be used for school  running
cooperation, but not belonging to Party B's investment.

10.  Party A shall be  responsible  for settle  the  creditor's  rights,  debts,
handing-down problems of Shimian Vocational High School before the cooperation.

11.  Where  the  number  of  enrolled  students  is less  than 400  after  joint
establishment,  Party A guarantees  the filing wage of current 25 teaching staff

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members (not including retired veteran cadres and retired persons).  After that,
the  filing  wage of 4  teachers  will be  allocated  for  each  100  additional
students,  up to 78 teachers in total.  The sum of the wage shall be  calculated
pursuant  to the  filing  wage  of  teaching  staff  members  having  equivalent
conditions (careers),  and the staff members required will be recruited by Party
B. Labor dispute  arising  therefrom will be settled by law by Party B. When the
agreement  expires,  the  Employment  Agreements  concerning  the staff  members
recruited by Party B shall be discharged.

12. Party A will provide,  free of charge,  the  schoolhouses,  school premises,
equipments and facilities to Party B for teaching purpose, and Party B shall not
sublease, onlend, charge, mortgage and dispose them.

(III) Party B's Duties and Rights

1. Achieve the objective of school  running  cooperation  jointly  determined by
Party A and Party B.

2. Enjoy the right of  independent  operations  and  management and the right of
accrual and distribution of operational funds.

3. Accept Party A's unified management, supervision and business instructions.

4.  Party B has the right to use the school  premises,  houses,  equipments  and
facilities of Shimian Vocational High School.

5. Party B will enjoy the right to independently  employ teaching staff members.
However,  as to the teaching  staff  members of Shimian  Vocational  High School
subject to Party B, they will  continue to be employed  for the first year,  and
after the first year,  if Party B want to dismiss  any  teaching  staff  members
unsuitable for their job, then the number of teaching staff members  provided by
Party A and  dismissed  by Party B each year  shall  not  exceed 3% of the total
number,  and the teaching staff members  dismissed shall be properly arranged by
Party A. Party B shall be fully  responsible  for assessing  the teaching  staff
members recruited on a semester or annual basis.

6. Party B shall enjoy the right to independently  operate the school granted by
the State, to implement various vocational  education policies of the State, and
assume corresponding legal responsibilities.

7.  Party B  warrants  that the  welfare  of Party A's  teaching  staff  members
continuing  to be employed  isn't lower than the average  welfare level of Party
A's  teaching  staff  members of former  Shimian  Vocational  High  School,  and
warrants the legal rights and benefits of teaching staff  members.  With gradual

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expansion  of the scale of the school,  the welfare  and  treatment  of teaching
staff members shall also gradually increase in a direct proportion.

8.  Party B shall be  responsible  for  recommending  qualified  students  to be
employed  and warrant  the  employment  rate  reaches  95% with  two-year  track
management.

9. Party B shall be  responsible  for the  creditor's  rights and debts  accrued
during the cooperation.

10.  Party B shall be  responsible  for the  safety  of the  school  during  the
cooperation and strengthen the management of the students and safety  education,
preventing  injury accidents  suffered by the students.  If any injury accidents
for which the school shall be responsible takes place,  Party B shall assume 99%
of the responsibility, and Party A assumes 1%.

11. Party B will continue to fulfill the duties of current vocational  education
training   center  and  shall  do  well  the  training  of  immigrant   workers,
re-employment and other government-required training as required by Party A, and
these  trainings  shall be  charged  based on the  costs  and  accept  Party A's
instructions.

12.  During  the  cooperation,  Party B  invests a total sum of more than RMB 10
million  for  establishment  of  the  school,   and  in  2006,  the  project  of
comprehensive building was initiated and corresponding equipments and facilities
are perfected.  When the school's hardward  facilities and scale of school reach
the conditions of the Province's key vocational high school, the school shall be
upgraded.

VI. Scale of School

1. The school plans to newly recruit  vocational school students of 300 in 2006,
400 in 2007 and 500 in 2008.

2. After 2008, the number of students studying in the school is more than 1,200.

VII. Charge Standard

1. The  charge  standard  will be  determined  by Party B pursuant  to  relevant
policies,  school  costs  and  combining  with  actual  income  status  of local
residents, and will be reported to price authorities for review and approval.

2. The old charge standard applies to old students,  and the new charge standard
applies to new students.

VIII. Liability for Breach of Contract

In case Party A and Party B breach the terms and  conditions of this  Agreement,
the  defaulting  party  shall pay RMB 300  thousand  to the  other  party as the
penalty for breach of contract.

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IX. Settlement of Disputes

Any dispute arising from the implementation of this Ageement,  Party A and Party
B shall settle it through  friendly  consultations.  In case such  consultations
fail, the People's Court at Party A's location will govern the dispute.

X. Supplemental Rules

1. Appendix of this Agreement:  Filing wage schedule of Shimian  Vocational High
School,  relevant insurance schedules  stipulated by the State,  current welfare
conditions,  total  schedules of school  assets,  muster rolls of teaching staff
members,   school   operations   certificates,   legal   person   qualifications
certificates  are all the integral  parts of this Agreement and have equal legal
effects of this Agreement.

2. This  Agreement  will  become  effective  after Party A and Party B set their
hands and seal.

Party A: Education Bureau of Shimian County, Ya'an City, Sichuan Province

Legal Person: Jianping Jiang

Party B: Changsha Huanqiu Vocational Secondary School

Legal Person: Guangwen He

January 23rd 2006


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