Exhibit 10.4

                       EXCLUSIVE PURCHASE OPTION AGREEMENT

This  Exclusive  Purchase  Option  Agreement  (hereinafter  referred to as "this
Agreement")  has been signed by the following  parties in Beijing,  the People's
Republic of China (hereinafter referred to as "China") on November 28, 2009.

Party A: Xiangtan Nicestar Business Administration Co., Ltd.

Address: Huayuan Village, Shaoshan Town, Shaoshan City

Party B: Guangwen He

ID Number: 430124196807081491

Party C: Hunan Oya Education Technology Co., Ltd.

Address:  No. 119,  Block 1, Middle Furong Rd.,  Kaifu  District,  Changsha City
(Room 1708, Changtai Building)

In this Agreement, Party A, Party B and Party C shall hereinafter be referred to
respectively as a "Party" and collectively as the "Parties".

Whereas: Party B holds 90% of the equity interests of Party C.

The parties have entered into the following agreements upon reaching a consensus
through consultation now:

1. TRANSACTIONS OF EQUITIES

    1.1  Grant of rights

          Whereas,  Party A pays RMB 10 Yuan to Party B as a  consideration  and
          Party B acknowledges  receipt of the said  consideration  and deems it
          enough,  Party B hereby  irrevocably agrees that, under the premise as
          permitted by laws in China,  following  the exercise of  discretionary
          steps and in  accordance  with the price  described  in Article 1.3 of
          this Agreement, Party A can require Party B to perform and fulfill all
          the approval and registration  procedures  required by Chinese laws so
          that  Party A may at any time or from  time to time,  or  designate  a
          person or persons  ("appointees") to purchase all or part of Party C's
          equities  ("option of equities")  from Party B. Where Party A's option
          of the said  equities  is  exclusive,  in  addition to Party A and the
          appointees,  any third  persons shall not enjoy the rights to purchase
          shares or other rights  related to Party B's  equities.  Party C shall
          hereby agree that Party B can grant the option of equities to Party A.
          The "persons"  stipulated in the provisions of this Paragraph and this
          Agreement  shall  refer to  individuals,  companies,  joint  ventures,
          partnerships,   corporations,   trust   companies  or   unincorporated
          organizations.

    1.2 Exercising steps

          Party A shall  exercise  the  option  of  equities  thereof  under the
          prediction  of  complying  with  Chinese  laws  and  regulations.   As
          exercising the option of equities,  Party A shall issue such a written
          notice  ("share  purchase  notice") to Party B which shall contain the
          following  matters:  (a) Party A's  decision  on the  exercise  of the
          option  of  equities;   (b)  the  stock-ownership   shares  ("equities
          purchased")  which Party A intends to  purchase  from Party B; and (c)
          the date of purchase/date of transfer of equities purchased.

    1.3   Price of equities

          The price of equities  purchased  ("the base  price")  shall be RMB 10
          Yuan. If an assessment of equity is carried out in accordance with the
          requirements  of Chinese laws as Party A exercises the rights thereof,
          the parties shall make an agreement  otherwise as per the principle of
          good faith,  and it is necessary  for them to adjust the said price of
          equities based on an evaluation, so as to comply with any requirements
          of applicable  Chinese laws at the time  (collectively  referred to as
          "price of equities").

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    1.4   Transfer of equities purchased

          As Party A exercises the option of equities every time:

          1.4.1 Party B shall  oblige  Party C to  promptly  hold the meeting of
                shareholders, on which such resolutions as Party B transfers the
                equities purchased to Party A and / or designees shall be passed
                and approved;

          1.4.2 Party B  shall  issue  a  written  statement  in  which  Party B
                transfers the equities  purchased to Party A and / or appointees
                and obtains the agreements of Party C and the other shareholders
                to transfer and abandon the pre-emptive rights.

          1.4.3 Party B shall  sign  the  equity  transfer  agreement  for  each
                transfer with Party A and / or (where applicable)  appointees in
                accordance with this Agreement and the share purchase notice;

          1.4.4.The related  parties shall sign all other  required  agreements,
                agreements  or documents,  obtain all the  necessary  government
                approvals and consents, take all the necessary actions under the
                circumstances  without any  security  interests  to transfer the
                effective  ownership  of equities  purchased to Party A and / or
                appointees and make Party A and / or designees become the owners
                of  equities  purchased  and  registered  in the books.  For the
                purposes of this  Paragraph  and this  Agreement,  the "security
                interests"  shall  include  guarantees,  mortgages,  third-party
                rights or interests,  any options,  purchase  rights,  rights of
                pre-emption,  rights of set-off, ownership of detention or other
                security  arrangements,  etc.,  for  the  sake of  clarity,  not
                including any security interests arising from this Agreement and
                the  Paragraph  of the Equity  Pledge  Agreement of Party B. The
                "Equity   Pledge   Agreement  of  Party  B"  stipulated  in  the
                provisions of this Paragraph and this  Agreement  shall refer to
                the Equity Pledge Agreement  (hereinafter referred to as "Equity
                Pledge Agreement") signed by Party A, Party B and Party C on the
                date of signing of this Agreement. In accordance with the Equity
                Pledge Agreement, in order to guarantee that Party C can fulfill
                the  obligation   under  the  exclusive   business   cooperation
                agreement  signed by Party C and Party A,  Party B shall  pledge
                all the equities thereof in Party C to Party A.

2.  Commitments

   2.1   Commitments related to Party C

          Party B (as the  shareholder  of  Party  C) and  Party C  hereby  make
          commitments :

          2.1.1 Without  the  prior  written  consent  of  Party A it will not
                supplement,   alter  or  modify  the  Company's   constitutive
                documents  of Party C in any ways,  increase or  decrease  the
                registered capital thereof, or otherwise change the registered
                capital structure thereof;

          2.1.2 It will maintain the viability of the companies thereof, as well
                as carefully and  effectively  operate the business  thereof and
                process  services in  accordance  with the sound  financial  and
                business standards and practices;

          2.1.3 It will not sell, transfer, mortgage or otherwise dispose of any
                assets,  legal incomes or beneficial  interests of Party C or to
                allow to set any other  security  interests  thereon at any time
                from the date of signature of this  Agreement  without the prior
                written consent of Party A;

          2.1.4 It will not incur, inherit, guarantee or allow any debts without
                the prior  written  consent  of Party A, but  except for (i) the
                debts arising from the process of normal or daily business rater
                than  through  the  borrowing  instrument  and  (ii)  the  debts
                disclosed to Party A and getting the written consent of Party A;

          2.1.5 All businesses  will be run in the course of the normal business
                to maintain  the asset  values of Party C, it will not carry out
                any acts/omissions as are sufficient to affect the conditions of
                business and asset values thereof;

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          2.1.6 Party C  shall  not be  allowed  to sign  any  major  agreements
                without the prior written consent of Party A, but except for the
                agreements  signed in the  course of  normal  business  (for the
                purposes of this paragraph,  if a agreement total amount is more
                than RMB [500,000] Yuan, it is deemed as a major agreement);

          2.1.7 Party C shall not be allowed  to provide  any loans or credit to
                any persons without the prior written consent of Party A;

          2.1.8 It will provide  Party A with all  information  of operating and
                financial conditions related with Party C in accordance with the
                requirements of Party A;

          2.1.9 If Party A raises the  requirements,  Party C shall purchase and
                hold the insurance related to the assets and businesses  thereof
                from the insurance  companies accepted by Party A, the insurance
                shall have as the same amount and  insurance  kind as the one of
                the companies operating the similar businesses;

          2.1.10Party C shall not merge with or unite any  person,  or carry out
                the  acquisition  or investment for any person without the prior
                written consent of Party A;

          2.1.11It will  immediately  notify such  litigations,  arbitrations or
                administrative   proceedings  in  connection  with  the  assets,
                businesses  or  incomes  of Party C as are  taking  place or may
                arise possibly to Party A;

          2.1.12It will sign all the necessary or  appropriate  documents,  take
                all the  necessary  or  appropriate  actions  and prefer all the
                necessary or appropriate  charges or carry out all necessary and
                appropriate  defenses  for all the claims for  reimbursement  in
                order to  maintain  the  ownership  of all the assets of Party C
                thereof;

          2.1.13It will  not  pay  dividends  to all  shareholders  in any  form
                without the prior written consent of Party A; however,  whenever
                Party A  raises  any  requirements,  Party  C shall  immediately
                distribute  all  the   distributable   profits  thereof  to  all
                shareholders; and

          2.1.14In  accordance  with the  requirements  of  Party A, any  person
                designated  by Party A shall be appointed as a director of Party
                C.

   2.2   Commitments of Party B

          Commitments of Party B:

          2.2.1 It will not sell,  transfer,  mortgage or  otherwise  dispose of
                such legal or beneficial  interests of Party C's equities as are
                owned by Party A or to allow to set any other security interests
                thereon  without the prior written  consent of Party A; however,
                except for the pledge set on the said equity in accordance  with
                the Equity Pledge Agreement of Party B;

          2.2.2 It will  cause the board of  shareholders  and / or the board of
                directors of Party C not to approve to sell, transfer,  mortgage
                or otherwise  dispose of such any legal or beneficial  interests
                of Party C's equities as are owned by Party B or to allow to set
                any other security  interests  thereon without the prior written
                consent of Party A; except for the approval of pledge set on the
                equity of Party B in accordance with the Equity Pledge Agreement
                of Party B;

          2.2.3 Without  the prior  written  consent  of Party A,  Party B shall
                cause the board of  shareholders  or the board of  directors  of
                Party C not to grant  Party C's  merger or union with any person
                or acquisition or investment for any person;

          2.2.4 It will immediately notify such any litigations, arbitrations or
                administrative proceedings in connection with the equities owned
                thereof as are taking place or may arise possibly to Party A;

          2.2.5 It will  promote  the  board  of  shareholders  or the  board of
                directors  of  Party C to  vote  in  favor  of the  transfer  of
                equities purchased  stipulated in this Agreement and to take any
                other actions in accordance with the requirements of Party A;

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          2.2.6 It will sign all the necessary or  appropriate  documents,  take
                all the  necessary  or  appropriate  actions  and prefer all the
                necessary or appropriate  charges or carry out all necessary and
                appropriate  defenses  for all the claims for  reimbursement  in
                order to maintain the ownership of all the equities thereof;

          2.2.7 In  accordance  with the  requirements  of  Party A, any  person
                designated  by Party A shall be appointed as a director of Party
                C.

          2.2.8 In  accordance  with the  requirements  of Party A at any  time,
                Party B shall  immediately  transfer the equities thereof to its
                designated representative at any time and without conditions and
                in accordance with the option of equities of this Agreement, and
                give up the  pre-emptive  rights (if any) enjoyed  thereof while
                carrying out the corresponding  transfer of the equities thereof
                to another existing shareholder; and

          2.2.9 It will carry out the strict  compliance  with the provisions of
                this Agreement and other agreements jointly or separately signed
                by  Party  B,  Party C and  Party  A,  as well as the  effective
                implementation of the obligations under the said agreements, and
                not carry out such acts/omissions as may be sufficient to affect
                the validity and enforceability of the said agreements.

3. REPRESENTATIONS AND WARRANTIES

Party B and Party C shall hereby make the representations and warranties jointly
and separately to Party A at the date of signing of this Agreement and each date
of transfer as follows:

     3.1  Party B and Party C shall have the powers and  capabilities of signing
          and delivering this Agreement and as one party and any equity transfer
          agreements (each referred to as "Transfer Agreements") signed for each
          transfer  of  equities  purchased  as per this  Agreement,  as well as
          fulfilling  the  obligations  under this  Agreement  and any  Transfer
          Agreements  thereof.  Party B and Party C have  agreed that they shall
          sign the Transfer Agreements as the same terms as this Agreement while
          Party A is  exercising  the  options.  Once  this  Agreement  and each
          Transfer  Agreement  as one party are  signed,  the  legal,  valid and
          binding  obligations have been constituted or shall be constituted and
          can be  enforced in  accordance  with the terms to Party B and Party C
          thereof;

     3.2  Whether the  assignment and delivery of this Agreement or any Transfer
          Agreements or the  performance of obligations  under this Agreement or
          any Transfer  Agreements  thereof shall not: (i) result in a breach of
          any relevant  laws of China;  (ii)  conflict  with the  constitutional
          documents  of  Party C and  documents  of other  organizations;  (iii)
          result in a breach of any binding  agreements  or documents to Party B
          and Party C or as one  party,  or the  constitution  of any  breach of
          agreements  under any binding  agreements  or documents to Party B and
          Party C or as one party; (iv) result in a breach of the relevant grant
          of any license or approval issued to any party and (or) any conditions
          remaining in force;  or (v) result in the  suspension or revocation or
          additional conditions of any license or approval issued to any party;

     3.3  Party B shall have the good and marketable  ownership for the equities
          owned  thereof in Party C, apart from the Equity  Pledge  Agreement of
          Party B, it have not set any security interests on the above-mentioned
          equities;

     3.4  Party C shall  have  the  good and  marketable  ownership  for all the
          assets and have not set any security interests on the  above-mentioned
          assets;

     3.5  Party C has no any outstanding debts, except for (i) the debts arising
          from the  course  of the  normal  business  as well  as(ii)  the debts
          disclosed to Party A and passing the written consent of Party A;

     3.6  Party C shall comply with all the laws and  regulations  applicable to
          the equity and the acquisition of assets; and

     3.7  At  present,  there are not any  pending or  threatening  litigations,
          arbitrations  or  administrative  procedures  related to the equities,
          assets of Party C or Party C.

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4.  EFFECTIVE DATE

This Agreement shall enter into force from the date of signing this Agreement by
the parties,  valid for 10 years,  and can be further  extended by the choice of
Party A.

5.  APPLICABLE LAWS AND DISPUTE SETTLEMENT

     5.1  Applicable laws

          The  Agreement  shall  be  made,  validated,  interpreted,  performed,
          revised  and   terminated  and  the  disputes  shall  be  resolved  in
          conformance  with related  Chinese  officially  announced and publicly
          available laws, for which there fail to be the regulated matters,  the
          international legal principles and practices shall be applicable.

     5.2  Means of dispute settlement

          The parties shall resolve any dispute  arising from  interpreting  and
          fulfilling  the  Agreement  based on  friendly  negotiations  at first
          within 30 days upon sending a written  notice by one Party to another,
          which,  if a  failure,  shall  be  hereafter  presented  by any of the
          parties  to  China   International   Economic  and  Trade  Arbitration
          Commission  for   arbitration  in  accordance   with  currently  valid
          arbitration rules in Beijing.  The arbitration shall be in Chinese and
          the arbitration award shall be final and binding on both parties.

6.  TAXES AND FEES

Each party  shall bear any and all taxes,  expenses  and fees  arising  from the
transactions drawn up due to the preparation and signature of this Agreement and
the Transfer  Agreements  and the  completion of this Agreement and the Transfer
Agreements  under Chinese laws or arising from the said party or the  collection
of transfer and registration thereof.

7.  NOTICE

     7.1  All  notices  or  other  correspondences  requested  or sent  upon the
          Agreement shall be sent to the following  address of the Party through
          personal delivery,  registered post, postage prepaid, business express
          service or fax and all notices  shall be sent through email once more.
          The  service  date of  such  notices  shall  be  confirmed  as per the
          following methods:

          7.1.1If the notice is sent through personal delivery, express service,
               registered post or postage prepaid, the service date shall be the
               day when the notice is sent or rejected upon the notice address.

          7.1.2If the notice is sent  through fax, the service date shall be the
               day when the  notice is  successfully  sent out  (subject  to the
               auto-generated sending acknowledgement).

     7.2  For the purpose of notice, both Parties' addresses are as following:

          PARTY A: Xiangtan Nicestar Business Administration Co., Ltd.

          Address: Huayuan Village, Shaoshan Town, Shaoshan City

          Attn: Guangwen He

          Tel.: 0731-55687248

          Fax: 0731-55687248

          PARTY B: Guangwen He

          Address: No.27 Jinsha Road, Lijingpu Village, Ningxiang County,
          Hunan Province

          Attn: Guangwen He

          Tel.: 0731-87828601

          Fax: 0731-87828601

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          PARTY C: Hunan Oya Education Technology Co., Ltd.

          Address: No. 119, Block. I. Middle Furong Rd., Kaifu District,
          Changsha City (Room 1708, Changtai Building)

          Attn: Guangwen He

          Tel.: 0731-88873289

          Fax: 0731-88873727

     7.3  Either  Party can  notice  the other  Party the  change of the  notice
          address at any time upon this clause.

8. DUTIES OF CONFIDENTIALITY

     The parties  acknowledge  and confirm  that the  Agreement  and the content
     thereof,  as well as any exchanged oral or written  documents for preparing
     or fulfilling the Agreement are confidential  information  which may not be
     disclosed to any other parties without the prior written  authorization  of
     another Party except the  followings:  (a) any  information  known or to be
     known by publics  (only those  information  not disclosed to publics by the
     party accepting the confidential  information without permission);  (b) any
     information  needed  by any  party  with  respect  to the  Agreement  to be
     disclosed at the request of applicable laws, stock exchange  regulations or
     orders  from  government  or  court;  or (c) any  information  needed to be
     disclosed to the stockholders,  investors,  or law or financial  consultant
     who have to observe the confidential  obligations  similar to the Agreement
     as well . Any such disclosure from personnel or employed  institutes of one
     party  shall be  considered  as the  disclosure  of that party and shall be
     liable for breach of  agreement.  This clause  shall be valid no matter the
     Agreement is terminated for any reason.

9. FURTHER GUARANTEES

    The parties  agree to sign in time the  documents  and take further  actions
    reasonably  needed in  implementation of the provisions and purposes of this
    Agreement or benefit the Party.

10.  MISCELLANEOUS

     10.1 Amendment, modification and supplement

          The amendment,  modification  and supplement of this Agreement must be
          approved by a written agreement signed by each party.

     10.2 Complete agreements

          In addition  to the written  amendment,  modification  and  supplement
          after this Agreement has been signed, the complete  agreements reached
          by the  parties  of this  Agreement  for the  subject  matter  of this
          Agreement  shall  replace  all  the  oral  or  written  consultations,
          statements  and  agreements  reached  for the  subject  matter of this
          Agreement erenow.

     10.3 Titles

          The title of this Agreement  shall be set only for convenience to read
          as such,  and  shall not be used to  explain,  descript  or  otherwise
          affect the meanings of the provisions of this Agreement.

     10.4 Languages

          This Agreement  shall be in  triplicate.  Party A, Party B and Party C
          have one with each equally valid.

     10.5 Divisibility

          If one or more  clauses of the  Agreement  are adjudged to be invalid,
          illegal  or  unenforceable  in  any  aspect  subject  to  any  law  or
          regulation, the validity, legality or enforceability of the other part
          of the Agreement shall not be impacted or damaged for such reason. The

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          Parties  shall,  through  sincere  negotiations,  replace the invalid,
          illegal or unenforceable regulations with effective regulations within
          the law and to the maximum the Parties  expected,  economic effects of
          such effective  regulations shall be as similar as possible with those
          of the invalid, illegal or unenforceable regulations.

     10.6 Successors

          This Agreement  shall be binding on the respective  successors and the
          permitted transferees of the parties thereof and shall be favorable to
          them therefore.

     10.7 Remaining in force

          10.7.1  Any obligations  arising from this Agreement or expiring prior
                  to the expiration or early termination of this Agreement shall
                  remain in force after the  expiration or early  termination of
                  this Agreement.

          10.7.2  The provisions  stipulated in Clauses 5, 7, 8 and 10.8 of this
                  Agreement  shall remain in force after the termination of this
                  Agreement.

    10.8  Waive

          Any party can waive the terms and  conditions of this  Agreement,  but
          the said waive must be made in writing and signed by the parties.  One
          party's  abstention  arising  from the  breach of  agreement  of other
          parties  in  some  cases  shall  not be  deemed  as the  said  party's
          abstention  arising  from the  similar  breach of  agreement  of other
          parties in other cases.

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IN WITNESS WHEREOF,  the representatives  authorized by both Parties have signed
this  Exclusive  Option  Agreement  and  validated  it as of day  showed  at the
beginning of the Agreement.

Party A: Xiangtan Nicestar Business Administration Co., Ltd.

Signature: /s/ Guangwen He

Name: Guangwen He

Position: Legal Representative


Party B: Guangwen He

Signature: /s/ Guangwen He


Party C: Hunan Oya Education Technology Co., Ltd.

Signature: /s/ Guangwen He

Name: Guangwen He

Post: Legal Representative

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                       EXCLUSIVE PURCHASE OPTION AGREEMENT

This  Exclusive  Purchase  Option  Agreement  (hereinafter  referred to as "this
Agreement")  has been signed by the following  parties in Beijing,  the People's
Republic of China (hereinafter referred to as "China") on November 28, 2009.

Party A: Xiangtan Nicestar Business Administration Co., Ltd.

Address: Huayuan Village, Shaoshan Town, Shaoshan City

Party B: Yabin Zhong

ID Number: 430124196807081491

Party C: Hunan Oya Education Technology Co., Ltd.

Address:  No. 119,  Block 1, Middle Furong Rd.,  Kaifu  District,  Changsha City
(Room 1708, Changtai Building)

In this Agreement, Party A, Party B and Party C shall hereinafter be referred to
respectively as a "Party" and collectively as the "Parties".

Whereas: Party B holds 10% of the equity interests of Party C.

The parties have entered into the following agreements upon reaching a consensus
through consultation now:

1. TRANSACTIONS OF EQUITIES

     1.1  Grant of rights

          Whereas,  Party A pays RMB 10 Yuan to Party B as a  consideration  and
          Party B acknowledges  receipt of the said  consideration  and deems it
          enough,  Party B hereby  irrevocably agrees that, under the premise as
          permitted by laws in China,  following  the exercise of  discretionary
          steps and in  accordance  with the price  described  in Article 1.3 of
          this Agreement, Party A can require Party B to perform and fulfill all
          the approval and registration  procedures  required by Chinese laws so
          that  Party A may at any  time or from  time to  time,or  designate  a
          person or persons  ("appointees") to purchase all or part of Party C's
          equities  ("option of equities")  from Party B. Where Party A's option
          of the said  equities  is  exclusive,  in  addition to Party A and the
          appointees,  any third  persons shall not enjoy the rights to purchase
          shares or other rights  related to Party B's  equities.  Party C shall
          hereby agree that Party B can grant the option of equities to Party A.
          The "persons"  stipulated in the provisions of this Paragraph and this
          Agreement  shall  refer to  individuals,  companies,  joint  ventures,
          partnerships,   corporations,   trust   companies  or   unincorporated
          organizations.

     1.2  Exercising steps

          Party A shall  exercise  the  option  of  equities  thereof  under the
          prediction  of  complying  with  Chinese  laws  and  regulations.   As
          exercising the option of equities,  Party A shall issue such a written
          notice  ("share  purchase  notice") to Party B which shall contain the
          following  matters:  (a) Party A's  decision  on the  exercise  of the
          option  of  equities;   (b)  the  stock-ownership   shares  ("equities
          purchased")  which Party A intends to  purchase  from Party B; and (c)
          the date of purchase/date of transfer of equities purchased.

    1.3   Price of equities

          The price of equities  purchased  ("the base  price")  shall be RMB 10
          Yuan. If an assessment of equity is carried out in accordance with the
          requirements  of Chinese laws as Party A exercises the rights thereof,
          the parties shall make an agreement  otherwise as per the principle of
          good faith,  and it is necessary  for them to adjust the said price of
          equities based on an evaluation, so as to comply with any requirements
          of applicable  Chinese laws at the time  (collectively  referred to as
          "price of equities").

    1.4   Transfer of equities purchased

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          As Party A exercises the option of equities every time:

          1.4.1   Party B shall oblige  Party C to promptly  hold the meeting of
                  shareholders,  on which such  resolutions as Party B transfers
                  the equities  purchased to Party A and / or designees shall be
                  passed and approved;

          1.4.2   Party B shall  issue a  written  statement  in  which  Party B
                  transfers  the  equities   purchased  to  Party  A  and  /  or
                  appointees and obtains the agreements of Party C and the other
                  shareholders to transfer and abandon the pre-emptive rights.

          1.4.3   Party B shall  sign the  equity  transfer  agreement  for each
                  transfer with Party A and / or (where  applicable)  appointees
                  in  accordance  with this  Agreement  and the  share  purchase
                  notice;

          1.4.4.  The related parties shall sign all other required  agreements,
                  agreements or documents,  obtain all the necessary  government
                  approvals and consents,  take all the necessary  actions under
                  the circumstances  without any security  interests to transfer
                  the effective ownership of equities purchased to Party A and /
                  or appointees  and make Party A and / or designees  become the
                  owners of equities  purchased and registered in the books. For
                  the  purposes  of  this  Paragraph  and  this  Agreement,  the
                  "security  interests"  shall  include  guarantees,  mortgages,
                  third-party rights or interests, any options, purchase rights,
                  rights  of  pre-emption,   rights  of  set-off,  ownership  of
                  detention or other security  arrangements,  etc., for the sake
                  of clarity,  not including any security interests arising from
                  this   Agreement  and  the  Paragraph  of  the  Equity  Pledge
                  Agreement of Party B. The "Equity Pledge Agreement of Party B"
                  stipulated  in the  provisions  of  this  Paragraph  and  this
                  Agreement   shall  refer  to  the  Equity   Pledge   Agreement
                  (hereinafter  referred to as "Equity Pledge Agreement") signed
                  by Party A, Party B and Party C on the date of signing of this
                  Agreement.  In accordance with the Equity Pledge Agreement, in
                  order to  guarantee  that Party C can fulfill  the  obligation
                  under the exclusive business  cooperation  agreement signed by
                  Party C and Party A,  Party B shall  pledge  all the  equities
                  thereof in Party C to Party A.

2.  Commitments

   2.1   Commitments related to Party C

          Party B (as the  shareholder  of  Party  C) and  Party C  hereby  make
          commitments:

          2.1.1   Without  the  prior  written  consent  of  Party A it will not
                  supplement,   alter  or  modify  the  Company's   constitutive
                  documents  of Party C in any ways,  increase or  decrease  the
                  registered capital thereof, or otherwise change the registered
                  capital structure thereof;

          2.1.2   It will maintain the viability of the  companies  thereof,  as
                  well as carefully and effectively operate the business thereof
                  and process  services in accordance  with the sound  financial
                  and business standards and practices;

          2.1.3   It will not sell,  transfer,  mortgage or otherwise dispose of
                  any assets,  legal incomes or beneficial  interests of Party C
                  or to allow to set any other security interests thereon at any
                  time from the date of signature of this Agreement  without the
                  prior written consent of Party A;

          2.1.4   It will not  incur,  inherit,  guarantee  or allow  any  debts
                  without the prior  written  consent of Party A, but except for
                  (i) the  debts  arising  from the  process  of normal or daily
                  business rater than through the borrowing  instrument and (ii)
                  the debts disclosed to Party A and getting the written consent
                  of Party A;

          2.1.5   All  businesses  will  be  run  in the  course  of the  normal
                  business to maintain  the asset values of Party C, it will not
                  carry out any  acts/omissions  as are sufficient to affect the
                  conditions of business and asset values thereof;

          2.1.6   Party C shall  not be  allowed  to sign any  major  agreements
                  without the prior  written  consent of Party A, but except for
                  the  agreements  signed in the course of normal  business (for

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                  the purposes of this paragraph, if a agreement total amount is
                  more  than  RMB  [500,000]  Yuan,  it  is  deemed  as a  major
                  agreement);

          2.1.7   Party C shall not be allowed to provide any loans or credit to
                  any persons without the prior written consent of Party A;

          2.1.8   It will provide Party A with all  information of operating and
                  financial  conditions  related with Party C in accordance with
                  the requirements of Party A;

          2.1.9   If Party A raises the requirements, Party C shall purchase and
                  hold  the  insurance  related  to the  assets  and  businesses
                  thereof from the insurance  companies accepted by Party A, the
                  insurance  shall have as the same amount and insurance kind as
                  the one of the companies operating the similar businesses;

          2.1.10  Party C shall not merge with or unite any person, or carry out
                  the acquisition or investment for any person without the prior
                  written consent of Party A;

          2.1.11  It will immediately  notify such litigations,  arbitrations or
                  administrative  proceedings  in  connection  with the  assets,
                  businesses  or incomes  of Party C as are taking  place or may
                  arise possibly to Party A;

          2.1.12  It will sign all the necessary or appropriate documents,  take
                  all the  necessary or  appropriate  actions and prefer all the
                  necessary or  appropriate  charges or carry out all  necessary
                  and appropriate  defenses for all the claims for reimbursement
                  in order to maintain the  ownership of all the assets of Party
                  C thereof;

          2.1.13  It will  not pay  dividends  to all  shareholders  in any form
                  without  the  prior  written  consent  of  Party  A;  however,
                  whenever  Party  A  raises  any  requirements,  Party  C shall
                  immediately  distribute all the distributable  profits thereof
                  to all shareholders; and

          2.1.14 In  accordance  with the  requirements  of Party A, any  person
                 designated by Party A shall be appointed as a director of Party
                 C.

   2.2   Commitments of Party B

          Commitments of Party B:

          2.2.1   It will not sell,  transfer,  mortgage or otherwise dispose of
                  such legal or  beneficial  interests  of Party C's equities as
                  are  owned by Party A or to  allow to set any  other  security
                  interests  thereon  without the prior written consent of Party
                  A;  however,  except for the pledge set on the said  equity in
                  accordance with the Equity Pledge Agreement of Party B;

          2.2.2   It will cause the board of shareholders  and / or the board of
                  directors  of  Party  C not  to  approve  to  sell,  transfer,
                  mortgage or otherwise  dispose of such any legal or beneficial
                  interests  of Party C's equities as are owned by Party B or to
                  allow to set any other security  interests thereon without the
                  prior  written  consent  of Party A;  however,  except for the
                  approval of pledge set on the equity of Party B in  accordance
                  with the Equity Pledge Agreement of Party B;

          2.2.3   Without  the prior  written  consent of Party A, Party B shall
                  cause the board of  shareholders  or the board of directors of
                  Party C not to grant Party C's merger or union with any person
                  or acquisition or investment for any person;

          2.2.4   It will immediately notify such any litigations,  arbitrations
                  or administrative  proceedings in connection with the equities
                  owned  thereof as are taking  place or may arise  possibly  to
                  Party A;

          2.2.5   It will  promote  the  board of  shareholders  or the board of
                  directors  of  Party C to vote in  favor  of the  transfer  of
                  equities  purchased  stipulated in this  Agreement and to take
                  any other actions in accordance with the requirements of Party
                  A;

          2.2.6   It will sign all the necessary or appropriate documents,  take
                  all the  necessary or  appropriate  actions and prefer all the
                  necessary or  appropriate  charges or carry out all  necessary

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<PAGE>
                  and appropriate  defenses for all the claims for reimbursement
                  in  order  to  maintain  the  ownership  of all  the  equities
                  thereof;

          2.2.7   In  accordance  with the  requirements  of Party A, any person
                  designated  by Party A shall be  appointed  as a  director  of
                  Party C.

          2.2.8   In accordance  with the  requirements  of Party A at any time,
                  Party B shall immediately transfer the equities thereof to its
                  designated  representative at any time and without  conditions
                  and  in  accordance  with  the  option  of  equities  of  this
                  Agreement, and give up the pre-emptive rights (if any) enjoyed
                  thereof while carrying out the  corresponding  transfer of the
                  equities thereof to another existing shareholder; and

          2.2.9   It will carry out the strict compliance with the provisions of
                  this  Agreement  and other  agreements  jointly or  separately
                  signed  by  Party  B,  Party  C and  Party  A,  as well as the
                  effective  implementation  of the  obligations  under the said
                  agreements,  and not carry out such  acts/omissions  as may be
                  sufficient  to affect the validity and  enforceability  of the
                  said agreements.

 3.  REPRESENTATIONS AND WARRANTIES

Party B and Party C shall hereby make the representations and warranties jointly
and separately to Party A at the date of signing of this Agreement and each date
of transfer as follows:

     3.1  Party B and Party C shall have the powers and  capabilities of signing
          and delivering this Agreement and as one party and any equity transfer
          agreements (each referred to as "Transfer Agreements") signed for each
          transfer  of  equities  purchased  as per this  Agreement,  as well as
          fulfilling  the  obligations  under this  Agreement  and any  Transfer
          Agreements  thereof.  Party B and Party C have  agreed that they shall
          sign the Transfer Agreements as the same terms as this Agreement while
          Party A is  exercising  the  options.  Once  this  Agreement  and each
          Transfer  Agreement  as one party are  signed,  the  legal,  valid and
          binding  obligations have been constituted or shall be constituted and
          can be  enforced in  accordance  with the terms to Party B and Party C
          thereof;

     3.2  Whether the  assignment and delivery of this Agreement or any Transfer
          Agreements or the  performance of obligations  under this Agreement or
          any Transfer  Agreements  thereof shall not: (i) result in a breach of
          any relevant  laws of China;  (ii)  conflict  with the  constitutional
          documents  of  Party C and  documents  of other  organizations;  (iii)
          result in a breach of any binding  agreements  or documents to Party B
          and Party C or as one  party,  or the  constitution  of any  breach of
          agreements  under any binding  agreements  or documents to Party B and
          Party C or as one party; (iv) result in a breach of the relevant grant
          of any license or approval issued to any party and (or) any conditions
          remaining in force;  or (v) result in the  suspension or revocation or
          additional conditions of any license or approval issued to any party;

     3.3  Party B shall have the good and marketable  ownership for the equities
          owned  thereof in Party C, apart from the Equity  Pledge  Agreement of
          Party B, it have not set any security interests on the above-mentioned
          equities;

     3.4  Party C shall  have  the  good and  marketable  ownership  for all the
          assets and have not set any security interests on the  above-mentioned
          assets;

     3.5  Party C has no any outstanding debts, except for (i) the debts arising
          from the  course  of the  normal  business  as well  as(ii)  the debts
          disclosed to Party A and passing the written consent of Party A;

     3.6  Party C shall comply with all the laws and  regulations  applicable to
          the equity and the acquisition of assets; and

     3.7  At  present,  there are not any  pending or  threatening  litigations,
          arbitrations  or  administrative  procedures  related to the equities,
          assets of Party C or Party C.

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<PAGE>
4.  EFFECTIVE DATE

This Agreement shall enter into force from the date of signing this Agreement by
the parties,  valid for 10 years,  and can be further  extended by the choice of
Party A.

5.  APPLICABLE LAWS AND DISPUTE SETTLEMENT

     5.1  Applicable laws

          The  Agreement  shall  be  made,  validated,  interpreted,  performed,
          revised  and   terminated  and  the  disputes  shall  be  resolved  in
          conformance  with related  Chinese  officially  announced and publicly
          available laws, for which there fail to be the regulated matters,  the
          international legal principles and practices shall be applicable.

     5.2  Means of dispute settlement

          The parties shall resolve any dispute  arising from  interpreting  and
          fulfilling  the  Agreement  based on  friendly  negotiations  at first
          within 30 days upon sending a written  notice by one Party to another,
          which,  if a  failure,  shall  be  hereafter  presented  by any of the
          parties  to  China   International   Economic  and  Trade  Arbitration
          Commission  for   arbitration  in  accordance   with  currently  valid
          arbitration rules in Beijing.  The arbitration shall be in Chinese and
          the arbitration award shall be final and binding on both parties.

6.  TAXES AND FEES

Each party  shall bear any and all taxes,  expenses  and fees  arising  from the
transactions drawn up due to the preparation and signature of this Agreement and
the Transfer  Agreements  and the  completion of this Agreement and the Transfer
Agreements  under Chinese laws or arising from the said party or the  collection
of transfer and registration thereof.

7.  NOTICE

     7.1  All  notices  or  other  correspondences  requested  or sent  upon the
          Agreement shall be sent to the following  address of the Party through
          personal delivery,  registered post, postage prepaid, business express
          service or fax and all notices  shall be sent through email once more.
          The  service  date of  such  notices  shall  be  confirmed  as per the
          following methods:

          7.1.1   If the  notice  is sent  through  personal  delivery,  express
                  service,  registered post or postage prepaid, the service date
                  shall be the day when the notice is sent or rejected  upon the
                  notice address.

          7.1.2   If the notice is sent  through  fax, the service date shall be
                  the day when the notice is  successfully  sent out (subject to
                  the auto-generated sending acknowledgement).

     7.2  For the purpose of notice, both Parties' addresses are as following:

          Party A: Xiangtan Nicestar Business Administration Co., Ltd.

          Address: Huayuan Village, Shaoshan Town, Shaoshan City

          Attn: Guangwen He

          Tel.: 0731-55687248

          Fax: 0731-55687248

          Party B: Yabin Zhong

          Address: No.27 Jinsha Road, Lijingpu Village, Ningxiang County,
          Hunan Province

          Attn: Yabin Zhong

          Tel.: 0731-87828601

          Fax: 0731-87828601

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<PAGE>
          Party C: Hunan Oya Education Technology Co., Ltd.

          Address: No. 119, Block. I. Middle Furong Rd., Kaifu District,
          Changsha City (Room 1708, Changtai Building)

          Attn: Guangwen He

          Tel.: 0731-88873289

          Fax: 0731-88873727

     7.3  Either  Party can  notice  the other  Party the  change of the  notice
          address at any time upon this clause.

8.   DUTIES OF CONFIDENTIALITY

     The parties  acknowledge  and confirm  that the  Agreement  and the content
     thereof,  as well as any exchanged oral or written  documents for preparing
     or fulfilling the Agreement are confidential  information  which may not be
     disclosed to any other parties without the prior written  authorisation  of
     another Party except the  followings:  (a) any  information  known or to be
     known by publics  (only those  information  not disclosed to publics by the
     party accepting the confidential  information without permission);  (b) any
     information  needed  by any  party  with  respect  to the  Agreement  to be
     disclosed at the request of applicable laws, stock exchange  regulations or
     orders  from  government  or  court;  or (c) any  information  needed to be
     disclosed to the stockholders,  investors,  or law or financial  consultant
     who have to observe the confidential  obligations  similar to the Agreement
     as well . Any such disclosure from personnel or employed  institutes of one
     party  shall be  considered  as the  disclosure  of that party and shall be
     liable for breach of  agreement.  This clause  shall be valid no matter the
     Agreement is terminated for any reason.

9.   FURTHER GUARANTEES

     The parties agree to sign in time the  documents  and take further  actions
     reasonably  needed in implementation of the provisions and purposes of this
     Agreement or benefit the Party.

10.  MISCELLANEOUS

     10.1 Amendment, modification and supplement

          The amendment,  modification  and supplement of this Agreement must be
          approved by a written agreement signed by each party.

     10.2 Complete agreements

          In addition  to the written  amendment,  modification  and  supplement
          after this Agreement has been signed, the complete  agreements reached
          by the  parties  of this  Agreement  for the  subject  matter  of this
          Agreement  shall  replace  all  the  oral  or  written  consultations,
          statements  and  agreements  reached  for the  subject  matter of this
          Agreement erenow.

     10.3 Titles

          The title of this Agreement  shall be set only for convenience to read
          as such,  and  shall not be used to  explain,  descript  or  otherwise
          affect the meanings of the provisions of this Agreement.

     10.4 Languages

          This Agreement  shall be in  triplicate.  Party A, Party B and Party C
          have one with each equally valid.

     10.5 Divisibility

     10.5 If one or more  clauses of the  Agreement  are adjudged to be invalid,
          illegal  or  unenforceable  in  any  aspect  subject  to  any  law  or
          regulation, the validity, legality or enforceability of the other part
          of the Agreement shall not be impacted or damaged for such reason. The

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<PAGE>
          Parties  shall,  through  sincere  negotiations,  replace the invalid,
          illegal or unenforceable regulations with effective regulations within
          the law and to the maximum the Parties  expected,  economic effects of
          such effective  regulations shall be as similar as possible with those
          of the invalid, illegal or unenforceable regulations.

     10.6 Successors

          This Agreement  shall be binding on the respective  successors and the
          permitted transferees of the parties thereof and shall be favorable to
          them therefore.

     10.7 Remaining in force

          10.7.1  Any obligations  arising from this Agreement or expiring prior
                  to the expiration or early termination of this Agreement shall
                  remain in force after the  expiration or early  termination of
                  this Agreement.

          10.7.2  The provisions  stipulated in Clauses 5, 7, 8 and 10.8 of this
                  Agreement  shall remain in force after the termination of this
                  Agreement.

     10.8 Waive

          Any party can waive the terms and  conditions of this  Agreement,  but
          the said waive must be made in writing and signed by the parties.  One
          party's  abstention  arising  from the  breach of  agreement  of other
          parties  in  some  cases  shall  not be  deemed  as the  said  party's
          abstention  arising  from the  similar  breach of  agreement  of other
          parties in other cases.

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<PAGE>
IN WITNESS WHEREOF,  the representatives  authorized by both Parties have signed
this  Exclusive  Option  Agreement  and  validated  it as of day  showed  at the
beginning of the Agreement.

Party A: Xiangtan Nicestar Business Administration Co., Ltd.

Signature: /s/ Guangwen He

Name: Guangwen He

Post: Legal Representative


Party B: Yabin Zhong

Signature: /s/ Yabin Zhong


Party C: Hunan Oya Education Technology Co., Ltd.

Signature: /s/ Guangwen He

Name: Guangwen He

Post: Legal Representative


                                       8