China Interactive Education, Inc. - Exhibit 10.12 - Prepared By TNT
Filings Inc.




  




Exhibit 10.12


(English Translation)


License Agreement
for Patent


Transfer: Chen Ruofei, Zhou Yi & Hong Jiang Fei (“Party A”)
Legal person: N/A
Transferee: Wisegate International Limited (“Party B”)
Legal person: Liu Hai Qi


Transfer
and Transferee, through their consultation and consensus, entered into this
agreement in accordance with Contract Law of People’s Republic of China.


1. Name of Project: A technology of
GPS and Display
    Applicant
for Patent: Party A
    Owner of
Patent: Party A
    Date of
Application: 10th February, 2006
    Number
of Application: 200620054842.6

    Registration number of Patent: CN2906641Y
    Effective
period for Patent: Please refer to the attachment

    Period
of Patent Registration: Ten years


2.
Nature of authorization for this licensing agreement


Grant the right of
usage of this patent to party B for five years from the date hereof


(Note:
nature of authorization for this licensing agreement means the nature of
authorization stipulated in this agreement includes sole implement licensing
agreement, exclusive implement licensing agreement and ordinary implement
licensing agreement; the patent of products invention or practical new patent
could adopt manufacture license, usage license or sale license etc).


3.
The scope of authorization of this agreement: Please refer to the attachment
(Note:
implement scope of authorized technology, regional scope of authorized
technology, scope of duration, scope of usage method)


4.
Obligation to transfer


4.1
The transfer shall be obligated to pay annual fee for patent
(Note:
Both parties covenant that transferee shall pay the annual fee; however, this
payment shall deducted from fee for using such license)


4.2
Transfer shall furnish transferee technology materials stated below within 10 business days upon execution
of this agreement.


4.3
Transfer shall furnish transferee technology guidance stated below: Please refer to the attachment and the hereof patent stated.




5.
Obligation to transferee


5.1
Transferee shall be obligated to pay transfer fee for using license in amount
of RMB1,529,940.


Transfer
shall be paid in installments on ____ month___ day___ year. N/A


(Note:
In the case of payment via deducting percentage, parties covenant that: the
transfer shall be paid ___ within ____ business days upon execution of this
agreement b. the transfer shall be paid ____% deducted percentage from output
value (or revenue or profit) within ___ years commencing from the date of
putting into production (or distributing the first unit of product described in
this agreement). The deducted percentage shall be paid once in a year, the date
of payment shall be fixed on or before ___day ___ month) 


5.2
Implement this patent pursuant to duration and method stated below: N/A


5.3
The transfer shall not authorized any third party to implement this patent in
the scope of technology, region and duration hereof (exclusive implement
licensing agreement)


The
transfer shall implement this patent by itself or not authorized any third
party to implement this patent in the scope of technology, region and duration
hereof (sole implement licensing agreement)


6.
Warrant for performance of technology 


Transfer
promises that transfer shall be obligated to guarantee performance and index of
technology of such patent stated below: N/A


Transfer
shall return all (or part of) usage fee and indemnify transferee expenditure
extra for the reason that the technology of patent can not achieve the index of
technology stipulated in this agreement in the process of implement.


7.
Transfer shall not be obligated to guarantee economic benefit (i.e. revenue,
output value, profit etc) possibly generated from this implement of this
patent.


8.
Warrant for completeness of patent


Transfer
ensures: this patent shall not exist the following defect upon execution of
this agreement, patent shall be bound by ownership or lien; ii. Implement of
this patent shall be limited by another existing patent; iii. The first-usage
of patent exists; iv. Constraint license exists; v. “planned promotion license”
granted by government exists vi invention of this patent shall be deemed
illegal.


In
the event that transfer do not faithfully notify transferee defects described
above, transferee shall have the right to refuse to pay usage fee and request
transfer to indemnify all expenditure extra incurred from such action upon
execution of this agreement.


9.
In the event of occurrence of accusing of infringing rights from third party, transfer
shall response to such charge and bear corresponding legal liabilities during
performance of this agreement.




This
agreement shall be terminated in the case that patent was deemed invalid after
execution of this agreement. Transferee shall not request transfer to return
usage fee paid by transferee prior to confirmation that patent was invalid during
performance of this agreement.


10.
Liabilities of violation of this agreement from transfer


10.1
Transferee shall be paid in the amount of 100/% as fee for violation of this agreement for
the failure to pay annual fee for patent by transfer, which results in invalid
patent.


10.2
Transferee shall have the right to terminate this agreement in the event that
transfer can not provide technology guidance and material in overdue two
months. Transfer shall return all usage fees in the amount of 100% fee for violation of
this agreement.


10.3
Transfer shall return all illegal payment in the amount of 100% fee for violation of
this agreement in the event that transfer entered into implement licensing
agreement with others in the scope of authorized implement of patent. (sole
implement licensing agreement and exclusive implement licensing agreement)


10.4
Transfer shall cease its implement and pay fee for violation of this agreement
in the amount of 100% in the event that transfer implement by
itself in the scope of authorized implement of patent for transferee. (sole
implement licensing agreement)


11.
Liabilities of violation of this agreement from transferee


11.1
Transfer shall have the right to terminate this agreement in the event that
transferee can not pay usage fee in overdue two months. Transferee should repay
usage fee in the amount of 100% fee for violation of this agreement.


11.2
Transferee shall return all illegal payment in the amount of 100% fee for violation of
this agreement in the event that transferee implements patent which exceeds the
scope stipulated in this agreement, or enters into re-transfer licensing
agreement with others without previous permission from transfer.


12.
Follow-up improvement 


The
rights to apply for patent of new invention, on the basis of its own technology
of patent, of both parties shall belong to either party which creates new
invention; however, the other party shall have first right to be transferred
and use this technology. This agreement shall be deemed prevail in the event of
extra covenant from both parties.


This
agreement shall be effective as of the date of signature and stamp from both
parties.


Principle of transfer
(authorized representative):

Signing: Chen Ruofei

Date of signing: June 1st,
2007


Principle of transferee
(authorized representative):

Signing: Liu Hai Qi (with Company chop of
Wisegate)
Date of signing: June 1st, 2007