EXHIBIT 10.38 





 


 


Lease Agreement


 


 


 


 


 


Beijing
China Overseas Plaza Property Co., Ltd.


 


 


Harbin Zhong He Li Da
Education Technology, Inc.


 


 


 


 


6/F
Middle Tower, China Overseas Plaza


 


 


 


 


 


 


September, 2010


 


 






    	 



    	 	



    
 




The Contract was signed by the two parties
in Beijing on September 30, 2010.


 


Parties to the Contract:


 


Lessor (hereinafter referred to as Party
A): Beijing China Overseas Plaza Property Co., Ltd.


 


Tenant ((hereinafter referred to as Party
B): Harbin Zhong He Li Da Education Technology, Inc.


 


1 Party A is the development
and construction unit of China Overseas Plaza located in No.8 Guanghua Dongli, Chaoyang
Distrect,Beijing, which has rights to lease the Overseas Plaza .


 


2 Party B wants to rent
the China Overseas Plaza for the need of business expansion. Party A agrees to lease the China Overseas Plaza


 


3. Both parties would
like to make overall arrangements for Lease matters, including early collaboration and cooperation.


 


Having reached unanimity through friendly
consultant and negotiation, Party A and Party B, hereby agree to enter into the Lease Agreement to be abided by both party.


 


Specific Terms


		1	Tenancy:



		1.1	Party A agrees to lease its property
                                                                                         located at the whole 6/F of China Overseas Plaza,which is actually 5/F according to the building standard (6001 No.2
                                                                                         building, China Overseas Plaza, No.8 Guanghua Dongli, Chaoyang Distrect,Beijing). The
                                                                                         specific location of the house rented by the Party B is described in Appendix A slash, rewritten only as a location to
                                                                                         determine the level convenient to identify



		1.2	The
rental house used by Harbin Zhong He Li Da Education Technology, Inc is in the purpose of operating business.





		1.3	Area
of Premises: The registered area of the Premises let by Party A shall be 1477 aquare meters.





		1.4	The
rental house in this contract, sometimes also called the "housing" or "the house".





		2	Lease
Term



		2.1	Agreed
housing delivery date is December 10, 2010, and the rental day is the date of delivery.



		2.2	The
lease term shall be from December 10, 2010 to February 9, 2014, as 38 months in total.





		2.3	The
rent-free period: from the agreed housing delivery date until March 9, 2011





		2.4	Party
A agrees that Party B shall enjoy the rights of the rent exemption from the following period:





January
1, 2012 to January 31, 2012


January
1, 2013 to January 31, 2013,


December
10, 2013 to February 9, 2014.






    	 



    	 	



    
 


		3	The
Rental, Property Management and Other Fees:



		3.1	Rental
standard: the monthly rental of per square meter is ¥165,so the total amount of monthly rental agreed upon both parties
shall be .¥243,705.



		3.2	The
standard of the property costs : the monthly property management fees of per square meter is ¥30, so the total amount of
monthly property management fees agreed upon both parties shall be .¥44,310.



		3.3	Booking
Deposit: From the day after the date of the rent exemption to April 9, 2011, the rental and property costs add
up to ¥automaticexpiry date of the rental exemption.



		3.4	The
first payment: The first payment shall be the rental from April 10, 2011 to April 30, 2011,which shall be ¥170,593.5. The
first payment shall be made before April 5, 2011.



		3.5	Security
deposit: Within five working days from the date of signing this contract, Party B shall pay three months rental and property costs
as a rental security deposit ,which shall be ¥864.045 as to guarantee the contractual obligation of Party B under this
contract.





		3.6	Party
A designated bank account:





Opening Bank
Account: Beijing Muxidi Branch, Bank of China


Beijing
Guomao Branch, Guangdong Development Bank


Beneficiary:
Beijing China Overseas Plaza Properties Co., Ltd.


Bank Account:
Bank of China: 8031 1208 2808 0910 01


Guangdong
Development Bank: 1372 9151 6010 0002 83


		4	Notice



Unless otherwise agreed in this contract,
Party A and Party B shall send the notice to the address specified:


 


Party A: Beijing China Overseas Plaza Properties
Co., Ltd


Address: 7/F, Building 3(South),
China Overseas Plaza, Chaoyang District, Beijing


Postal Code:
100020


Tel: 8610-59772088


Fax: 8610-59772088


Contact: Leasing
Center of China Overseas Plaza


 


Party B: Harbin Zhong He Li Da Education
Technology, Inc


Address: No.58, Hengshan
Road, Nangang District, Harbin


Postal Code: 150090


Tel: 13811087128


Contact: Ziyu Bai


 






    	 



    	 	



    
 


		5	Contract
Constitutes, and Order



This contract
is composed by the Specific Terms, the General Terms, the Supplemental Terms and Accessories, and each component should be able
to explain each other,and can not be divided.


Unless
otherwise agreed in this contract, it will be interpreted in the following order:


Part I: supplementary
provisions


Part II:
Proprietary Terms


Part III:
General Terms


Part IV:
Accessories


 


 


Party A: Beijing China Overseas Plaza Properties
Co., Ltd


 


Legal representative
or authorized representative:


 


 


 


Party B: Harbin Zhong He Li Da Education
Technology, Inc


 


Legal
representative or authorized representative: