demand_ex10x4.htm


    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.

    


    


    [The
remainder of this page is left blank]

    


    


    


    


    


     
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (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: