EXHIBIT 10.39


 


China Education Alliance, Inc.


 


To:


Mr. Zhang Yizhao


..........................................


..........................................


..........................................


 


Dear Mr. Zhang:


 


This is to confirm the terms of your appointment
as a Non-Executive Director of the China Education Alliance, Inc. (the “Company”).


 


Overall, in terms of time commitment, we
expect your attendance at all the Board of Directors (the "Board") meetings, meetings of the audit, compensation
and nomination committees of the Board (as applicable) and the General Meetings (if requested). In addition, you will be expected
to devote appropriate preparation time ahead of each meeting. Board meetings may be held within or outside the United States of
America as the Company may decide.


 


By accepting this appointment, you have
confirmed that you are able to allocate sufficient time to meet the expectations of this position.


 


For and in consideration of the services
to be performed by you, Company agrees to pay you as follows:


 


		1.1	Fee. A monthly fee equal to an amount of US$1,000 (One Thousand U.S. Dollars), payable
on a monthly basis, subject to your continuous service as a member of the Board (the “Fee”).
	 	 	 



		1.2	Stock Option. Subject to all approvals required by law, the Company will grant
you, pursuant to the Non-Qualified Stock Option Plan or such other plan to be adopted by the Company (the "Plan")
and upon such terms and conditions as determined by the Compensation Committee or the Board (as applicable), options to purchase
up to a total of 30,000 common stock of the Company par value US$ 0.001 per year (the "Options").
	 	 	 



1.2.1Term
of Options. All Options, if and to the extent granted according to Section 1.2 above, shall be in effect for a period of 36
months commencing immediately after the date of the initial grant of Options to you under this letter of appointment, and shall
expire immediately thereafter. Without derogating from the aforesaid, if the Plan that shall be approved by the Company shall include
additional provisions related to expiration of Options, such provisions shall also apply with respect to all Options granted to
you under this letter of appointment.


 


1.2.2Vesting.
All Options granted to you shall vest in accordance with the terms and conditions of the Plan.


 


1.2.3Price.
The exercise price of the Options shall be a price dictated by the Board or the Compensation Committee in accordance with the Plan.






    	 



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1.2.4General.
All options granted to you shall be in effect subject to your continuous service as a member of the Board and subject to the terms
and conditions of the Plan, including such terms related to vesting and expiration, and subject to such terms and conditions as
will be approved by the Company, at its sole discretion. In case of contradiction between the provisions of this letter of appointment
and the provisions of the Plan, the provisions of the Plan shall supersede.


 


1.2.5Certain
Representations. You represent and agree that you are accepting the shares of common stock being issued to you pursuant to
this Agreement for your own account and not with a view to or for sale of distribution thereof. You understand that the securities
are restricted securities and you understand the meaning of the term “restricted securities.” You further represent
that you were not solicited by publication of any advertisement in connection with the receipt of the shares and that you have
consulted tax counsel as needed regarding the shares.


 


		1.3	Company agrees to reimburse you for out-of-pocket expenses incurred by you in connection with your
service (including out-of-pocket expenses and transportation expenses, provided that such expenses are against original and valid
receipts and pre-approved by the Company in writing (the “Expenses”).



 


		1.4	Payment of the Expenses, as applicable, shall be made against your itemized
invoice following the receipt of the relevant invoice, which invoice shall be submitted to the Company within Seven (7) days of
the end of each calendar month during the term of this letter of appointment.



 


		1.5	For the avoidance of any doubt, the Fee and the Options (subject to their
terms) and the aforementioned Expenses constitute the full and final consideration for your appointment, and you shall not be entitled
to any additional consideration, of any form, for your appointment and service.



 


2.The term
of your appointment as a Non-Executive Director of the Company shall be for one year or until the next Annual Meeting of Stockholders.


 


3.You will
undertake such travelling as may reasonably be necessary for the performance of your duties, including travelling overseas for
Board meetings and site visits if required.


 


4.You will
undertake such duties and powers relating to the Company, and any subsidiaries or associated companies of the Company (the “Group”)
as the Board may from time to time reasonably request. Directors have the same general legal responsibilities to the Company as
any other director. The Board as a whole is collectively responsible for promoting the success of the Company by directing and
supervising the Company’s affairs, inter alia, as follows:


 


			Providing entrepreneurial leadership of the Group within a framework of prudent and effective controls
which enable risk to be assessed and managed; and



 


			Setting the Group’s strategic aims, ensures that the necessary financial and human resources
are in place for the Group to meet its objectives and reviews management performance; and



 


			Setting the Group’s values and standards and ensures that its obligations
to its shareholders and others are understood and met.



 



    	 



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		5.	Confidential Information



 


You
undertake to the Company that you shall maintain in strict confidentiality all trade, business, technical or other information
regarding the Company, the Group, its affiliated entities and their business affairs including, without limitation, all marketing,
sales, technical and business know-how, intellectual property, trade secrets, identity and requirements of customers and prospective
customers, the Company’s methods of doing business and any and all other information relating to the operation of the Company
(collectively, the “Confidential Information”). You shall at no time disclose any Confidential Information to
any person, firm, or entity, for any purpose unless such disclosure is required in order to fulfil your responsibilities as director.
You further undertake that you shall not use such Confidential Information for personal gain.


 


“Confidential
Information” shall not include information that (i) is or becomes part of the public domain other than as a result of disclosure
by you, (ii) becomes available to you on a non-confidential basis from a source other than the Company, provided that the source
is not bound with respect to that information by a confidentiality agreement with the Group or is otherwise prohibited from transmitting
that information by a contractual legal or other obligation, or (iii) can be proven by you to have been in your possession prior
to disclosure of the information by the Company. In the event that you are requested or required (by oral questions, interrogatories,
requests for information or documents, subpoena, civil investigative demand or other process) to disclose any Confidential Information,
it is agreed that you, to the extent practicable under the circumstances, will provide the Company with prompt notice of any such
request or requirement so that the Company may seek an appropriate protective order or waive compliance with this paragraph 6.
If a protective order or the receipt of a waiver hereunder has not been obtained, you may disclose only that portion of the Confidential
Information which you are legally compelled to disclose.


 


Blackout Period. You understand
that we have a policy pursuant to which no officer, director or key executive may not engage in transactions in our stock during
the period commencing two weeks prior to the end of a fiscal quarter and ending the day after the financial information for the
quarter and year have been publicly released. As a member of the audit committee, if you have information concerning our financial
results at any time, you may not engage in transactions in our securities until the information is publicly disclosed.


 


		6.	Term and Termination



 


Subject
to paragraph 0


 


hereunder, this appointment shall terminate immediately and without claim for compensation on the occurrence
of any of the following events:


6.1.1if
you resign as a director of the Company for any reason; and/or


 


6.1.2if
this appointment is cancelled by the holder or the holders of the shares by which you were appointed; and/or


 


6.1.3if
your were appointed by other directors in order to temporary fill vacancy on the Board and said appointment is cancelled by the
Board; and/or


 


6.1.4if
you are removed or not re-appointed as a director of the Company at a General Meeting of the Company in accordance with the requirements
of the Nevada Corporate Law and/or any other applicable law or regulation (the "Law") and/or the Company's Articles
of association; and/or


 



    	 



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6.1.5if
you have been declared bankrupt or made an arrangement or composition with or for the benefit of your creditors; and/or


 


6.1.6if
you have been disqualified from acting as a director (including, but not limited to, an event in which you are declared insane
or become of unsound mind or become physically incapable of performing your functions as director for a period of at least 60 days)
; and/or


 


		6.1.7	with your death and if you are a corporation or either entity, with your liquidation.



 


		6.1.8	if an order of a court having jurisdiction over the Company requires you to resign.



 


Any
termination of this letter of appointment shall be without payment of damages or compensation (except that you shall be entitled
to any accrued Fees or Expenses properly incurred under the terms of this letter of appointment prior to the date of such termination).


 


7.The
Company has put directors’ and officers’ liability insurance in place and will use commercial reasonable effort to
maintain such cover for the full term of your appointment.


 


8.On
termination of this appointment, you shall return all property belonging to a Group company, together with all documents, papers,
disks and information, howsoever stored, relating to a Group company and used by you in connection with this position with the
Company.


 


9.Subject
to the proper performance of your obligations to the Company under this letter of appointment and any applicable law, the Company
agrees that you will be free to accept other appointments and directorships provided that:


 


They
do not in any way conflict with the interests of the Company or any member of the Group; and


 


They
do not restrict you from devoting the necessary time and attention properly to services to be performed under this letter of appointment;
and


 


In
the event that you become aware of any potential conflicts of interest, these must be disclosed to the Chairman and/or the Chief
Executive Officer (the "CEO") of the Company as soon as they become apparent.


 


10.The
performance of individual directors and the Board and its committees is evaluated annually. If, in the interim, there are any matters
which cause you concern about your position, you should discuss them with the Chairwoman and/or the CEO as soon as is appropriate.


 


11.In addition
to any right pursuant to applicable law, occasions may arise when you consider that you need professional advice in the furtherance
of your duties as a director. Circumstances may occur when it will be appropriate for you to seek such advice from independent
advisors at the Company’s expense, to the extent provided under applicable law and subject to the prior written approval
of the CEO.


 


12.This
letter refers to your appointment as a director of the Company and your (possible) membership of the audit, nomination and the
remuneration committees of the board.


 



    	 



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13.You
shall procure that you comply at all times with the Company’s inside trading policies as in effect from time to time.


 


14.You
shall discharge your general duties as a director pursuant to the Company's Articles of Association of the Company and applicable
law.


 


15.This
letter of appointment shall be governed by and construed in accordance with the law of the State of New York.


 


 


Please sign the attached copy of this letter
and return it to the Company to signify your acceptance of the terms set out above.


 


 


Sincerely yours,


 


 


___________________________


Xiqun Yu


China Education Alliance, Inc.


Chief Executive Officer and Chairperson


 


Name of Director: Yizhao Zhang


 


Address: ____________________________