Exhibit 10.23

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Cooperation
Agreement

This
SHARE INVESTMENT AGREEMENT (the Agreement), dated as of Nov. 1, 2011, is entered into by and between:

Party A:Tsingda Century Investment Consultant of
Education Co., Ltd. (Beijing)

Party B: Beijing ShangXue Educational Technology Co.

I. Terms and Conditions

Subject
to the terms and conditions set forth in this Agreement, the parties hereto
agree as follows:

1.
Agreement Amount: Party A shall pay US$1,800,000 to Party B

2.
Management Team Assurance and Operating Profits

2.1
Management Team Assurance. Party A agrees and warrants that Party B continues to operate its existing business
under the leadership of its current
management team until the end of 2014. If the financial results of Party B satisfy the financial performance target set forth in Article II of this Agreement,
Party A agrees not to replace the existing management team at the end of 2014.

2.2 Operating Profit Distribution. Upon
satisfaction of the financial performance target set forth in Article II of
this Agreement and under the premise of Party Bs continued operation, the
operating profits of each accounting period shall be distributed in accordance

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with the resolution of the
Board of Directors.

II. Performance Targets Warranties

After
investment, Party A shall assign a new audit to review the financial situation of Party B. Based on the audited financial statements during the
following designated period of time,
Party B shall guarantee to achieve the performance targets:

Net
profit after tax in 2012 shall not be less than US$500,000;

Net
profit after tax in 2013 shall not be less than US$1,000,000;

Net
profit after tax in 2014 shall not be less than US$2,000,000.

III. Closing

Party
A shall pay the amount of money to the accounts designated in Article VII under
the following conventions:

1.
Within 3 days after the signature date of this Agreement, Party A shall pay
US$1,000,000 (or its equivalent in RMB, with the exchange rate determined as
1USD=6.32RMB) to Party B as a deposit.

2.
Within 90 days after the signature date of this Agreement, Party A shall pay
US$250,000 to Party B.

3.
After signature date of this Agreement, upon satisfaction of the financial
performance target set forth in Article II of this Agreement based on its
audited financial results of 2012

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and no breach of the
related requirements specified in the Agreement, Party A shall reserve the right to determine whether or not to pay the remaining US$550,000 to Party B and purchase the 80%
equity interest.

If
Party B fails to cross the
financial threshold, Party A may choose to suspend the investment or use the paid amount, namely US$1,250,000, to purchase the Party Bs online courseware
contents. In the case Party A decides
to suspend
the investment in Party B, Party
B should return all paid amount to Party A within 3 days from the receipt of Party As
written notice.

IV. Representations and Warranties

As
of the signature date, Party B hereby represents and warrants to Party A the
followings:

All
the information provided by Party B should be true and
legitimate. Any loss incurred on Party A due to false information provided by Party B, Party B shall bear
full responsibility for compensation. Upon the request of Party A, Party B
shall return Party A all the paid investment funds. Representations and
warranties related matters include but are not limited to the following:

1.
Party B did not violate any applicable law related to its establishment,
business operation and property.

2.
Party B has effective franchise, permission, licenses and any other such
authorization related to the business Party B is currently engaged in or plans
to be engaged in, in case any

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lack of the above can
reasonably cause significant adverse impact. Party B did not violate any such
authorization, such as franchise, permission, and license.

3.
No breach of the contract. The business Party B is currently engaged in or
plans to be engaged in will not breach the following documents: (a) any term
regulated in the organization document of Party B, (b) any term or important
provision in the contract Party B as a party or constrained (the Party B
contracts), or (c) any arbitration, decree, order or law applicable or binding
to Party B. Any action, contract or right of Party B has got the permission or
did not exceed its authority. The execution, delivery, and performance of this
agreement, or the transactions contemplated by this Agreement will not result
in the breach of the organization documents of Party B or any term or provision
of Party B contracts, no matter with the time going on or with notice in advance
(or both), or constitute a default under any equity events related to the asset
of Party B (or any obligations of equity events).

4.
Liabilities and contingent liabilities. Party A estimated the investment value
of Party B according to the information Party B provided before the date of the
signature of this agreement (contain the signature day). Both parties consent
and agree that all liabilities and contingent liabilities of Party B, including
but not limited to business deposit, tax due to pay, endorsement or guarantee,
occurred before the signature date of this Agreement shall be answered by Party
B itself, and Party A shall not be involved.

5.
Integrity of assets and equity: Party B should remain various current assets
and equity situation before the signature date of this Agreement. The current
situation is judged accordance with the data Party B provided to Party A before
the signature date of this

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Agreement, and accordance
with the record date of the data. There should not be a situation, including
but not limited to sell, transfer, mortgage, pledge, endorse, or guarantee. If
without notification, the above situations lead to the wrong investment
judgment or loss of Party A, Party B shall bear full responsibilities for the
compensation.

6.
Not competition commitment. Party B guaranties will not, directly or
indirectly, individually or jointly with others or through any other person,
engage or participate in any business competitive with the business of the
group company, and associate with it or its equity after the execution of this Agreement.

V. Financial
Management

To
coordinate with the listing process of Party A, Party B agrees that Party Bs
chief financial officer should be designate by Party
A.

VI. Dispute
Resolution and Applicable Law

This
Agreement shall be governed by and construed in accordance with the laws of
China. Any controversy, conflict or claim (each called a dispute) arising
from this Agreement, or any interpretation, violation, termination or validity
of this Agreement, shall firstly be resolved through negotiation among parties
to the dispute. If the dispute is not resolved in 15 days after notification,
any party may notify the other parties to submit the

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dispute
to China International Economic and Trade Arbitration Commission for
arbitration in accordance to the arbitration rules. The decision shall be final
and binding on each party. The winning party may apply to any ordinary court of
competent jurisdiction to enforce the award.

VII.
Remittance of Investment Funds

The
investment funds shall be paid to the designated account as follows:

Account
Name

Bank
Name

Account Number

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[Signature
page]

Party A: Tsingda Century
Investment Consultant of Education Co., Ltd. (Beijing)

Signature:

Name: Hui Zhang

Title: CEO

Party B: Beijing ShangXue
Educational Technology Co.

Signature:

Name: Xiaolin Wu

Title:

Signature date: November 1, 2011

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