Exhibit 10.16  EXECUTION COPY  AGREEMENT  THIS
AGREEMENT, dated as of June 1, 2010 (the Agreement), is by and
among TAL International Group, Inc., a Delaware corporation (the Company),
and certain stockholders of the Company set forth on the signature pages hereto
(the Shareholders). Capitalized terms used but not otherwise defined
herein shall have the respective definitions ascribed thereto in the
Shareholders Agreement (as defined below).  R E C I T A L S  WHEREAS,
the Company and the Shareholders have heretofore entered into that certain
Amended and Restated Shareholders Agreement, dated as of October 11, 2005
(as amended, the Shareholders Agreement); and  WHEREAS,
pursuant to Section 5.5 of the Shareholders Agreement, the Company and the
Shareholders desire to release Fairholme Partners, L.P., Fairholme Ventures II,
LLC and Fairholme Holdings, Ltd. (collectively, the Fairholme Funds)
as a party to the Shareholders Agreement, as more fully set forth herein; and  WHEREAS,
the Fairholme Funds agree to certain Transfer restrictions set forth herein.  NOW,
THEREFORE, in consideration of the above premises and the mutual covenants,
conditions and provisions hereinafter set forth, the parties hereto agree as
follows:  SECTION 1.  RELEASE.  The Fairholme Funds and each of their
respective Affiliates and Permitted Transferees, if any, are hereby released
from and shall cease to be parties to the Shareholders Agreement with immediate
effect.  All rights and obligations of
the Fairholme Funds and such Affiliates and Permitted Transferees pursuant to
the Shareholders Agreement are hereby terminated and shall cease to have any
force or effect and each of the Fairholme Funds and such Affiliates and
Permitted Transferees shall cease to be a Shareholder, Investor, and Resolute
Investor under, or a party to, the Shareholders Agreement.  SECTION 2.  TRANSFER RESTRICTION.  Each of the Fairholme Funds hereby agrees not
to effect any Transfer, including any sale pursuant to Rule 144 under the
Securities Act, of any shares of Common Stock, or of any security convertible
into or exchangeable or exercisable for Common Stock, during a period
commencing on the date hereof and ending 90 calendar days after the date
hereof.  SECTION 3.
BENEFITS OF AGREEMENT.  The terms
and provisions of this Agreement shall be binding upon and inure to the benefit
of the parties to the Shareholders Agreement and their respective successors
and assigns to the extent contemplated by the Shareholders Agreement.  SECTION 4.  EXECUTION IN COUNTERPARTS.  This Agreement may be executed in any number
of counterparts, each of which counterparts, when so executed and delivered,
shall be deemed to be an original and all of which counterparts, taken
together, shall constitute but one and the same agreement.  Faxed or electronically transmitted PDF
signatures of this Agreement shall be binding for all purposes.


SECTION 5.  SEVERABILITY.  If any provision of this Agreement shall be
held to be invalid, illegal or unenforceable under applicable law in any
jurisdiction, such provision shall be ineffective only to the extent of such
invalidity, illegality or unenforceability, which shall not affect any other
provisions hereof or the validity, legality and enforceability of such
provision in any other jurisdiction.  SECTION 6.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.  SECTION 7.  ENTIRE AGREEMENT.  This Agreement together with all other
instruments, agreements and certificates executed by the parties in connection
herewith, or with reference thereto, embody the entire understanding and
agreement between the parties hereto and thereto with respect to the subject
matter hereof and thereof and supercede all prior agreements, understandings
and inducements, whether express or implied, oral or written.  [Signature Pages Follow]  2


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered as of the date first above written.   TAL
  INTERNATIONAL GROUP, INC.By:Name:Title:THE
  RESOLUTE FUND, L.P.By:
  Resolute Fund Partners, LLC, its General PartnerBy:Name:Title:THE
  RESOLUTE FUND SINGAPORE PV, L.P.By:
  Resolute Fund Partners, LLC, its General PartnerBy:Name:Title:THE
  RESOLUTE FUND NETHERLANDS PV I, L.P.By:
  Resolute Fund Partners, LLC, its General PartnerBy:Name:Title:


THE
  RESOLUTE FUND NETHERLANDS PV II, L.P.By:
  Resolute Fund Partners, LLC, its General PartnerBy:Name:Title:THE
  RESOLUTE FUND NQP, L.P.By:
  Resolute Fund Partners, LLC, its General PartnerBy:Name:Title:


FAIRHOLME
  PARTNERS, L.P.By:
  Fairholme Capital Management, L.L.C., its General PartnerBy:Name:Title:FAIRHOLME
  VENTURES II, LLC.By:
  Fairholme Capital Management, L.L.C., its Managing MemberBy:Name:Title:FAIRHOLME
  HOLDINGS, LTD.By:
  Fairholme Capital Management, L.L.C., its Investment ManagerBy:Name:Title: