Management and Service Agreement Beijing Frank, dated August 4, 2009



 Exhibit 10.2.1 
 MANAGEMENT AND SERVICE AGREEMENT 
 This Management & Service
Agreement (hereinafter referred as this “Agreement”) is made and entered into by and between the following parties on August 4, 2009 in Beijing of People’s Republic of China (hereinafter referred as “China”):

  

	(1)	Beijing Frank Education Investment and Management Co., Ltd, which is a limited liability company legally established and validly existing, and whose legal address is
Room 700, Floor 7, Building B, No.1 of Shangdi Xinxi Road, Haidian District , Beijing (hereinafter “Beijing Frank”); and 

  

	(2)	Tianjin Frank Education Consultancy Co., Ltd, which is a wholly-foreign-owned enterprise legally established and validly existing under Chinese laws, and whose legal
address is Room 3024, Building A, No.2 of Wuhuadao, Huayuan Industry District, Tianjin(hereinafter “Tianjin Frank”) 

 (Beijing Frank and Tianjin Frank shall hereinafter be referred to collectively as the “Parties” and individually as a “Party”) 
 Preamble 
 Whereas, Beijing Frank is a limited liability company incorporated in Beijing and
legally existing, and it mainly engages in education investment and management businesses; 
 Whereas, Tianjin Frank is a limited liability
company incorporated in Tianjin and legally existing, and its main business is investment consultancy, management consultancy, education consultancy and related technology consultancy services. 
 In consideration of mutual promises by the parties hereto, the parties agree as follows: 
 Article 1 Definitions 
  

	1.1	Unless the context otherwise provided, the following words have the meaning as below: 

 “Business” refers to all businesses legally managed and operated at present and at any time of the term of this Agreement by
Beijing Frank. 
 “Service” refers to all services relevant to Business of Beijing Frank provided by HK Frank
Education Investment and Management Limited in accordance with the original agreement and this Agreement. 
  

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 “Service Fee” refers to all fees paid by Beijing Frank to Tianjin Frank for
consultancy and service provided by Tianjin Frank in accordance with Article 3 under this Agreement. 
  

	1.2	Invoking any laws or regulations (hereinafter referred as “Law”) under this Agreement shall be considered as: 

  

	 	(1)	simultaneously including invoking revised, modified, increased or newly enacted contents of these Law and no matter their effective time is before or after the signing
of this Agreement; and 

  

	 	(2)	simultaneously including invoking other resolutions, notices or bylaws required by the above Law or subordinate to the Law. 

  

	1.3	Unless the context otherwise provided, article, section, item and paragraph in this Agreement refer to relevant contents under this Agreement. 


Article 2 Service 
  

	2.1	The Parties provide for Service provided by Tianjin Frank to Beijing Frank under this Agreement includes: (1) providing to Beijing Frank complete solutions of
information technology necessary for its Business; (2) providing hardware equipment and daily management and maintenance of software system purchased from outside; (3) providing to Beijing Frank the development and update of resource
management software of finance, personnel , etc necessary for its Business; (4) help Beijing Frank to find investment chance and make investigation and research of industry; (5) provide consultancy service of operation and management in
daily running business and help Beijing Frank train its interior staffs and/or (6) other services to be determined from time to time required by Beijing Frank. Tianjin Frank shall provide Service to Beijing Frank within its business scope upon
request of Beijing Frank in accordance with conditions and terms of this Agreement. Therefore Tianjin Frank shall equip all resources and staffs in full necessary for its providing Service to satisfy the purpose of providing good-quality Service to
Beijing Frank. 

  

	2.2	For the purpose of providing Service, Tianjin Frank and Beijing Frank shall communicate on the all information relevant to its businesses and/or customers.


  

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 Article 3 Service Fee 
  

	3.1	As for Service fee arising out of services provided by HK Frank to Beijing Frank under the original service agreement, and arising our of service provided by Tianjin
Frank (“Service Fee”), Beijing Frank shall pay the full amount of Service Fee to Tianjin Frank as of the date of this Agreement, and the Service Fee includes the following parts: 

  

	 	(1)	An amount should be equal to 90% annual income of Beijing Frank after deduction of operation costs confirmed by Tianjin Frank (not including Service Fee paid under this
Agreement and any IT service fee paid by Beijing Frank to Tianjin Frank or the relevant companies designated by it); and 

  

	 	(2)	The amount of Service Fee about special information service provided by Tianjin Frank from time to time upon request of Beijing Frank shall be negotiated by the Parties
according to specific situation. 

  

	3.2	The Parties agree to pay the Service Fee in accordance with the following provisions: 

  

	 	(1)	Beijing Frank shall pay to Tianjin Frank Service Fee of the last year based upon the business revenue, costs of the last year and calculated ratio of the Service Fee.
Beijing Frank shall pay to Tianjin Frank the aforesaid Service Fee of last year under provisions of Article 3.1(1) prior to the date of March 10 respectively of each year. 

  

	 	(2)	The Parties should account service fee payable in fact based on Beijing Frank’s business revenues and costs of the last year confirmed by the auditor report issued
by PRC certified public Accountants Firm (“Accountants Firm”) agreed by both Parties after each of fiscal year. Beijing Frank undertakes that Beijing Frank should provide all of relevant information and co-operation to Accountants Firm and
incurs Accountants Firm to complete the audit report within 30 days after each of fiscal year and provide the relevant audit report to both parties. 

  

	3.3	Both parties agree that without prejudice to each party’s normal business in case Beijing Frank pay service fee to Tianjin Frank. For the foregoing purposes,
Tianjin Frank may agree that Beijing Frank may delay to pay the Service Fee, or upon the agreement of the parties, may amend payment calculated and collected ratio and /or the amount of the service fee under the Article 3.1 in written.


  

	3.4	Beijing Frank shall pay the full amount of all Service Fee in time to the bank account designated by Tianjin Frank in accordance with the provision of Article 3
hereunder. In the event that Tianjin Frank changes its bank account, Tianjin Frank shall give written notice to Beijing Frank in advance of seven (7) working days. 

  

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 Article 4 Obligations of Beijing Frank 
  

	4.1	Beijing Frank shall not sign any similar agreements with any other third party or in any other form, or accept the same or similar services by such third party, without
the prior written consent of Tianjin Frank. 

  

	4.2	For purpose of convenience for providing service to Beijing Frank, Beijing Frank shall provide Tianjin Frank with the information timely as Tianjin Frank request.


  

	4.3	Beijing Frank should pay Tianjin Frank in full duly under Article 3 of this Agreement, and pay any other payment due fully and timely arising out of ordinate legal
business. If Beijing Frank fail to perform its obligation exceed 5 days after mature date, Tianjian Frank is entitled to request Beijing Frank to calculate and pay any or all of services fee in full under this Agreement without any delay.


 Article 5 Confidentiality 
  

	5.1	Regardless of the termination of this Agreement, the Parties shall be obliged to keep in confidence the following information: the business secret, proprietary
information and all other information with the nature of confidentiality of the other Party known to or received in connection with the execution and performance of this Agreement (hereinafter collectively as the “Confidential
Information”). Unless with the prior written agreement of the other Party, or the regulation of relevant laws or bylaws or request to disclose to the third party of a listing company, the Party receiving Confidential Information shall not
disclose any Confidential Information to any third party; and except for the purpose of performance of this Agreement, the Party receiving Confidential Information shall not use any Confidential Information directly or indirectly.


  

	5.2	The following information is not Confidential Information: 

  

	 	(a)	Any information proved by written evidence that receiving party knew or aware of through legal method before; 

  

	 	(b)	Any information entering in public domain not as a result of the fault of receiving party; 

  

	 	(c)	Any information acquired by receiving party through other legal methods after the receiving of Confidential Information. 

  

	5.3	Receiving party may disclose Confidential Information to related staffs, agents or professional personal, provided that receiving party shall ensure the above persons
abide by the relevant terms and conditions under this Agreement, and shall assume any liability arising from breach of relevant terms and conditions under this Agreement by the above persons. 

  

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 Article 6 Representations and Warranties of Both Parties 
  

	6.1	Beijing Frank hereby represents, warrant and undertake as follows: 

  

	 	6.1.1	The Company is a limited liability company duly registered and validly existing under the PRC Law, with an independent corporate legal person status. The company has
full and independent legal status and legal capacity to execute, deliver and perform this Agreement and may act independently as a subject of actions. 

  

	 	6.1.2	The Company has full power and authority to execute and deliver this Agreement and all the other documents related to the transaction contemplated herein and are to be
executed by them, and they have the full power and authority to complete the transaction herein. 

  

	 	6.1.3	At the time of effectiveness of this Agreement, The Company has all and complete business licenses, permits and authorization required to carry on its Business, and has
full power and qualification to carry on its Business as now conducted. 

  

	 	6.1.4	The Company will notify Tianjin Frank timely of the situation of the material adverse effect which may affect its business and operation adversely and try its best to
prevent such situation from occurring and/or the losses from expanding. 

  

	 	6.1.5	The Company shall not transfer, or dispose of any material Assets or change the shareholders structure in other methods (except for those occur in ordinary business
operations), or create any encumbrances or third party restrictions on, any Company’s Significant Assets without prior written consent of Tianjin Frank. 

  

	 	6.1.6	The Company shall not increase or reduce its registered capital, divide or merge with any other entity without the written consent of Tianjin Frank.


  

	 	6.1.7	The Company shall not enter into any other Significant Agreements in conflict with the Agreements without the written consent of Tianjin Frank.


  

	 	6.1.8	The Company shall not agree or cause the Company to lend or borrow any loan, or provide guarantee or other forms of security arrangements, or undertake any material
obligations other than in the ordinary course of business without the written consent of Tianjin Frank. 

  

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	6.2	Tianjin Frank hereby represents and warrants as follows: 

  

	 	6.2.1	The Company is a limited liability company duly registered and validly existing under the PRC Law, with an independent corporate legal person status. The company has
full and independent legal status and legal capacity to execute, deliver and perform this Agreement and may act independently as a subject of actions. 

  

	 	6.2.2	The Company has full power and authority to execute and deliver this Agreement and all the other documents related to the transaction contemplated herein and are to be
executed by them, and they have the full power and authority to complete the transaction herein. 

 Article 7
Term of Agreement 
  

	7.1	The Parties hereby confirm that this Agreement shall be effective through official signing and seal of the Parties. Unless both Parties agree to terminate this
Agreement, the term of this Agreement is ten (10) years, and when expiration of the term is due, this Agreement may extend to another ten years upon request of Tianjin Frank. 

  

	7.2	After the termination of this Agreement, the rights, obligations and responsibilities already arising yet not fully performed between the Parties before the termination
of this Agreement shall not be affected, and the obligations under Article 5 of this Agreement shall be binding continuously. 

 Article 8 Indemnification 
 Beijing Frank shall indemnify Tianjin Frank for any losses
caused by any lawsuit, arbitrations, claims or other demands against Tianjin Frank by any third party arising from or caused by the conclusion and performance of this Agreement, except where such losses, injury, obligation or expenses arise from the
gross negligence or willful misconduct of Tianjin Frank. Beijing Frank also represents and warrants that, where Beijing Frank suffers losses caused by any lawsuit, arbitrations, claims or other demands against Beijing Frank arising from or caused by
the conclusion and performance of this Agreement, Beijing Frank shall assume such losses by itself and shall not claim against Tianjin Frank for paying any losses. 
 Article 9 Notices 
  

	9.1	Any notice, request, demand and other correspondences required by or made in accordance with this Agreement shall be in writing and delivered to the relevant Party.


  

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	9.2	The above notice or other correspondences shall be deemed to have been delivered upon delivery when it is transmitted by facsimile or telex; or upon handed over to the
receiver when it is delivered in person, or on the fifth (5) day after posting when it is delivered by mail. 

 Article 10 Default Liability 
  

	10.1	The Parties agree and confirm that, if any Party (hereinafter “Default Party”) breaches any term materially under this Agreement, or materially fails to
perform any obligation under this Agreement, Non-Default Party is entitled to request Default Party to modify or take other remedial measures within reasonable time. If Default Party still not make modification or take remedial measures within
reasonable time or within 15 days after Non-Default Party notify default Party and make modification request, Non-Default Party may choose, in its sole determination (1) terminate this Agreement and request Default Party to pay for all damages,
or (2) request Default Party to perform the obligations under this Agreement by compulsion and request Default Party to pay for all damages. 

  

	10.2	Notwithstanding the regulation of Article 10.1, the Parties agree and confirm that, Beijing Frank shall not request to terminate this Agreement by any reason in any
condition, unless there are other regulations under the Law or this Agreement. 

  

	10.3	Notwithstanding any other provisions herein, the validity of this Article shall survive the suspension or termination of this Agreement. 

 Article 11 Force Majeure 
 Where the party affected by a Force Majeure Event such as government actions, acts of God, fire, explosions, storms, flood, earthquakes, tides, lightning or war which is unforeseeable, unavoidable and uncontrollable directly causing one
Party non-performance or non-conforming performance of this Agreement, the Party shall notify the other party of such “Force Majeure Event” immediately by facsimile transmission and provide proving documents of reasons of delay-performance
or non-performance of this Agreement within 30 days, and such proving documents shall be notarized by notarization institution of the place of Force Majeure occurrence. And the Parties shall negotiate whether to exempt part performance or render
delay performance according to the influence extent of Force Majeure to this Agreement. Both Parties shall not assume any indemnification liabilities for economic losses arising from Force Majeure. 
  

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 Article 12 Miscellaneous 
  

	12.1	This Agreement is in Chinese language in two (2) counterparts with each Party hereto holding one. 

  

	12.2	The execution, effectiveness, performance, amendment, interpretation and termination of this Agreement shall be governed by PRC laws. 

  

	12.3	Any disputes arising hereunder and in connection herewith shall be settled through consultations among the Parties, and where no agreement regarding such disputes can
be reached by the Parties within thirty (30) days after their occurrence, such disputes shall be submitted to China International Economic and Trade Arbitration Commission for arbitration in Beijing in accordance with the arbitration rules
thereof, and the arbitration award shall be final and binding on all the Parties. 

  

	12.4	Any rights, powers and remedies entitled to the Parties by any provisions herein shall not preclude any other rights, powers and remedies entitled to such Party in
accordance with laws and other provisions under this Agreement, and the exercise of its rights, powers and remedies by a Party shall not preclude its exercise of its other rights, powers and remedies. 

  

	12.5	No failure or delay by a Party to exercise any of its rights, powers and remedies hereunder or in accordance with laws (hereinafter, the “Rights”) shall be
construed as a waiver of such Rights, and the waiver of any single or partial Party’s Rights shall not preclude its exercise of such Rights in any other way and its exercise of other Rights. 

  

	12.6	The headings herein are for reference only, and shall not be used for or affect the interpretation of the provisions hereof. 

  

	12.7	Each term contained herein shall be severable and independent from other provisions, and if at any time any term or terms herein is held to be invalid, illegal or
unenforceable, the validity, legality or enforceability of all other provisions herein shall not be affected as a result thereof. 

  

	12.8	This Agreement, upon its execution, supersedes any other legal documents executed by the Parties with respect to the same subject hereof. Any amendments or supplements
to this Agreement shall be made in writing and shall become effective upon due execution by the Parties hereto. 

  

	12.9	Beijing Frank shall not assign any of their rights and/or obligations hereunder to any third parties without the prior written consent from Tianjin Frank and Tianjin
Frank is entitled to assign any of its rights and/or obligations hereunder to any of its designated third parties upon written notice to Beijing Frank within the scope permitted by law. 

  

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	12.10	This Agreement shall be binding on the assignees or legal successors of the Parties. 

  

	12.11	The Parties will undertake to legally apply and pay for taxes of the deals under this Agreement respectively. 

  

	12.12	Where there is conflict between provisions of this Agreement and the original service agreement, the provisions under this Agreement prevail. 


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	 Beijing Frank Education Investment and Management Co., Ltd

	
	Signature by:
    /s/                                   
                 
	Name:	 	Min Hu
	Position:	 	Authorized Representative
	
	Tianjin Frank Education Consultancy Co., Ltd
	
	Signature by:
    /s/                                   
                 
	Name:	 	Zhou Yu
	Position:	 	Authorized Representative

  

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