unityone_10a1-ex1003.htm


    EXHIBIT
10.3

     

    


    


    THE
INVESTORS

    


    and

    


    UNITY ONE
CAPITAL INC.

    


    and

    


    THE
DIRECTORS

    


    and

    


    CANADIAN
LEARNING SYSTEMS CORPORATION

    


    


    


    ***********************************************

    


    D
E E D

    


    ***********************************************

    


     

    


    


    Li, Wong,
Lam & W. I. Cheung,

    Suite
908, 9th
Floor,

    One
Pacific Place,

    88
Queensway

    Hong
Kong.

    Tel: 3181
6600

    Fax: 3181
7505

    Ref:
100/61691/08/COMM/J/100/100

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    THIS
DEED is
made                     day
of                                              2008.

    


    


    BETWEEN

    


    
      	
              (1)

            	
              The
      persons named in Schedule 1 Part 1
  (“Investors”);

            


    

    
      	
               
      

            	 


    

    
      	
              (2)

            	
              Unity
      One Capital Inc., further particulars of which are set out in Schedule 1
      Part 2 (“Unity One”);

            


    

    
      	
               
      

            	 


    

    
      	
              (3)

            	
              The
      persons named in Schedule 1 Part 3 (“Directors”);
  and

            


    

    


    
      	
              (4)

            	
              Canadian
      Learning Systems Corporation, a private company incorporated in the
      British Virgin Islands (Company Number: 567633) and having its office at
      Room 2101, Silver Tower, No.933, West Zhongshan Road, Shanghai, 200051,
      People’s Republic of China
(“CLSC”).

            


    

    


    
      	
               
      

            	
              WHEREAS:-

            


    

    


    
      	
              (A)

            	
              Unity
      One is a private company limited by shares incorporated in the State of
      Nevada, U.S.A.  The Directors are the existing directors of
      Unity One.

            


    

    


    
      	
              (B)

            	
              CLSC
      is the sponsor of Sino-Canada High School (“SCHS”) and provides education
      management services to SCHS, by which CLSC will charge SCHS management fee
      which ties to its number of students on
campus;

            


    

    


    
      	
              (C)

            	
              SCHS
      is a fully certified Canadian Offshore High School in China.  It
      provides dual diploma and dual curriculums of Canada and Chinese high
      school education services to both Chinese and international students in
      China;

            


    

    


    
      	
              (D)

            	
              Ross
      Zong Yuan (“RY”) and Jiang Shaoyi (“JSY”) of the Investors are the
      shareholders of all issued shares of CLSC (“CLSC Shares”).  On
      September 1, 2008, RY and JSY entered into an agreement between themselves
      for the sale and purchase of the issued shares of CLSC, further
      particulars of which are set out in Schedule
3;

            


    

     

    
      	
              (E)

            	
              The
      Investors are desirous of acquiring a listing status for CLSC at the OTCBB
      through Unity One;

            


    

    


    
      	
              (F)

            	
              To
      this end, the Investors have agreed to subscribe for the Subscription
      Shares (as defined below) at price as stipulated in Clause 2 and, Unity
      One has agreed to issue and allot these to them on the terms of this
      Deed.

            


    

    


    
      	
               
      

            	
              NOW
      THIS DEED WITNESSTH AS FOLLOWS:-

            


    

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
              1.

            	
              Definitions
      and Interpretation

            


    

    


    
      	
               
      

            	
              1.1

            	
              In
      this Deed and the Schedules to it the following words and expressions have
      the following meanings:-

            


    

    


    
      
        	
                 
      

              	
                1.1.1

              	
                “Articles”
      means the articles of association or bylaws in force at the date of this
      Deed.

              


      

      


      
        	
                 
      

              	
                1.1.2

              	
                “Completion”
      refers to completion of the subscription of shares under this
      Deed.

              


      

      


      
        	
                 
      

              	
                1.1.3

              	
                “Subscription
      Shares” means the 196,785,071 common shares of US$0.0001 each in the
      capital of Unity One to be issued to the Investors on
      Completion.

              


      

      


      
        	
                 
      

              	
                1.1.4

              	
                “SCHS
      Business” means all the operations of the business under the name of SCHS
      including, if any, all premises, goodwill, intellectual property, stock,
      vehicles, machinery, plant and other equipment, tuition and other fees
      paid by students, all book debts money standing to the credit of the SCHS
      at any bank and the benefit of all contracts as shown in the management
      account of SCHS dated September 30, 2008.  In the event that
      SCHS shall at any time, in order to facilitate the acquisition of SCHS
      business as set out in Clause 8.1, be held by a holding company, SCHS
      Business shall include all the shares of that holding
    company.

              


      

    

     

    
      	
               
      

            	
              1.1.5

            	
              “Warranties”
      means the warranties representations and undertakings given by Unity One
      and contained in Schedule 2.

            


    

    
      	
               
      

            	 


    

    
      	
               
      

            	
              1.1.6

            	
              “in
      writing” includes any communication made by letter, telex, facsimile
      transmission or electronic mail.

            


    

    


    
      	
              1.2

            	
              In
      this Deed references to statutes include any modification, re-enactment or
      extension of them.

            


    

    


    
      	
              1.3

            	
              References
      in this Deed to clauses, paragraphs and Schedules are references to those
      contained in this Deed.

            


    

    


    
      	
              1.4

            	
              The
      Schedules to this Deed are an integral part of this Deed and references to
      this Deed include references to the
Schedules.

            


    

    


    
      	
              1.5

            	
              Headings
      are for ease of reference only and are not to be taken into account in
      construing this Deed.

            


    

    


    
      	
              2.

            	
              Subscription

            


    

    


    Each of
the Investors in reliance upon the representations, warranties undertakings,
agreements and covenants referred to in this Deed subscribes for certain
Subscription Shares, with percentage of shares to be acquired in Unity One,
shown against his name for a subscription price shown, subject to the Articles
and the terms and conditions contained in this Deed:

    


    
      	
              Investor

            	 	
              Number of Shares

              To Be Acquired

            	 	 	
              Percentage of Shares

              To Be Acquired

            	 	 	
              Total

              Subscription Price

            	 
	
              Ross
      Zong Yuan

            	 	 	22,812,151	 	 	 	8.93	%	 	 	 	US$
       2,281.22	 
	
              Jiang
      Shaoyi

            	 	 	119,054,968	 	 	 	46.61	%	 	 	 	US$ 
      11,905.50	 
	
              United
      Hemisphere Limited

            	 	 	54,917,952	 	 	 	21.5	%	 	 	 	US$  5,491.80	 
	
              Total:

            	 	 	196,785,071	 	 	 	77.04	%	 	 	 	US$ 
      19,678.52	 


    

    
 

    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    
      	
              3.

            	
              Completion
      arrangements

            


    

    


    
      	
              3.1

            	
              Completion
      shall take place on November 25, 2008 at the offices of CLSC or at such
      other time and place as may be agreed between the parties to this
      Deed.  At Completion the Directors must ensure
    that:

            


    

     

    
      
        	
                 
      

              	
                3.1.1

              	
                a
      meeting of the board of directors of Unity One is convened and duly held
      at which valid resolutions are passed to authorize the issue and allotment
      of the Subscription Shares to the Investors and the entering into and
      completing of this Deed by Unity
One;

              


      

      


      
        	
                 
      

              	
                3.1.2

              	
                a
      certified copy of the minutes of the meeting referred to above is
      delivered to the Investors;

              


      

      


      
        	
                 
      

              	
                3.1.3

              	
                each
      of the Investors delivers to Unity One a cheque in favour of Unity One in
      payment of the total price in respect of its Subscription Shares as set
      out in clause 2; and

              


      

      


      
        	
                 
      

              	
                3.1.4

              	
                Unity
      One allots and issues the Subscription Shares fully paid to the Investors,
      enters the name of the Investors in the register of members of Unity One
      as registered holders, and issues and delivers to the Investors
      appropriate Share Certificates duly executed by Unity One, or if
      appropriate, provide copy of instruction for Signature Transfer as
      evidence of the same is being
processed.

              


      

       

    

    
      	
              4.

            	
              Purchase
      of CLSC Shares

            


    

    


    
      	
              4.1

            	
              Upon
      Completion:-

            


    

     

    
      
        
          	
                   
      

                	
                  4.1.1

                	
                  Unity
      One shall simultaneously purchase the CLSC Shares from RY & JSY at the
      price of US$40,029.22 and US$61,310.58 respectively. The total purchase
      price shall be paid by Unity One by two instalments, US$19,678.52 to be
      paid upon Completion and the remaining of US$81,661.28 to be paid when the
      acquisition of SCHS as set out in clause 8.1(b) is
    completed.

                


        

        


        
          	
                   
      

                	
                  4.1.2

                	
                  RY
      and JSY shall ensure that:-

                


        


        
          	
                   
      

                	
                  (a)

                	
                  a
      meeting of the board of directors of CLSC is convened and duly held at
      which valid resolutions are passed to authorize the sale of the CLSC
      Shares to Unity One;

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  a
      certified copy of the minutes of the meetings referred to above is
      delivered to Unity One;

                


        

        


        
          	
                   
      

                	
                  (c)

                	
                  Unity
      One delivers cheques in favour of RY and JSY respectively in payment of
      the first instalment of purchase price of the CLSC Shares as set out in
      clause 4.1.1; and

                


        

        


        
          	
                   
      

                	
                  (d)

                	
                  RY
      and JSY enter the name of Unity One in the register of members of CLSC as
      registered holder of the CLSC Shares, and issue and deliver to Unity One
      appropriate Share Certificates duly executed by RY and
  JSY.

                


        

      

       

    

    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    4.2           After
Completion:-

     

    
      
        	
                 
      

              	
                4.2.1

              	
                The
      Directors of Unity One shall be replaced by appointing 3 directors
      nominated by Ross Yuan to the Board of Unity One.  For the
      avoidance of doubt, one of the directors so appointed shall be Mr. Stephen
      Tang whose appointment shall not be terminated before the end of second
      year after Unity One’s shares are listed on OTCBB. Mr. Stephen Tang shall
      be entitled to a monthly director’s fee of not less than US$1,500 to be
      paid in shares of Unity One. During his term as director of Unity One, Mr.
      Stephen Tang shall be one of the two joint authorized signatories for any
      instructions to be given to Signature Transfer or other share transfer
      agent to be appointed by Unity One from time to
  time.

              


      

      


      
        	
                 
      

              	
                4.2.2

              	
                Unity
      One, being the owners of all shares of CLSC, shall pass all necessary
      resolutions to appoint 3 additional directors to be nominated by Ross Yuan
      to the Board of CLSC.

              


      

      


      
        	
                 
      

              	
                4.2.3

              	
                A
      proper meeting of Unity One shall be convened and duly held either by AGM
      or otherwise at which valid resolutions are to be passed to increase the
      authorised share capital of Unity One from 750,000,000 to 1,300,000,000 by
      the creation of a further 550,000,000 Common Shares and to authorize the
      directors to allot shares pursuant to this Deed and the proper governing
      law.

              


      

    

     

    
      	
              5.

            	
              Representations and Warranties By Unity One and the
    Investors

            


    

    


    (a)           Representations and Warranties by Unity
One:

    In
consideration of the Investors agreeing to enter into this Deed, Unity One
warrants and represents to the Investors,
on behalf of itself, the terms of the
Warranties set forth as Schedule 2
hereto, provided always that the
Investors will in no circumstances be entitled to any benefit or profit derived
from the sale or realization of assets before the date of Completion or
announced before the date of Completion;

     

    (b)           Representations and Warranties by the
Investors:

    


    Each Investor hereby represents and warrants to the
Company as follows:-

    


    
      	
               
      

            	
              (i)

            	
              Authorization.  This Deed constitutes
      such Investor's valid and legally binding obligation, enforceable in
      accordance with its terms except as may be limited by (i) applicable
      bankruptcy, insolvency, reorganization or other laws of general
      application relating to or affecting
      the enforcement of creditors' rights generally and (ii) the effect of
      rules of law governing the availability of equitable
      remedies.  Each Investor represents that such Investor has full
      power and authority to enter into this Deed.
      

            


    

    


    (ii)           Purchase for Own Account.  The Subscription
Shares to be purchased by such Investor hereunder will be acquired for
investment for such Investor's own account, not as a nominee or agent, and not
with a view to the public resale or distribution thereof within the meaning of the United States
Securities Act of 1933, as amended (the “1933 Act”), and
such Investor has no present intention of selling, granting any participation
in, or otherwise distributing the same.  If not an individual,
such Investor also represents that such Investor has not been
formed for the specific purpose of acquiring Subscription
Shares.

    


    (iii)           Disclosure of Information.  At no time was the
Investor presented with or solicited by any publicly issued or circulated
newspaper, mail, radio, television or other
form of general advertising or solicitation in connection with the offer, sale
and purchase of the Subscription Shares.  Such Investor has received
or has had full access to all the information it considers necessary or appropriate to
make an informed investment decision with respect to the Subscription Shares to
be purchased by such Investor under this Deed.  Such Investor further
has had an opportunity to ask questions and receive answers from Unity One
regarding the terms and conditions of the offering of the
Subscription Shares and to obtain additional information (to the extent the
Unity One possessed such information or could acquire it without unreasonable
effort or expense) necessary to verify any information furnished to such
Investor or to which such Investor had access.  The foregoing,
however, does not in any way limit or modify the representations and warranties
made by the Unity One in Section 5(a).

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    


    (iv)           Investment Experience.  Such Investor
understands that the purchase of the
Subscription Shares involves substantial risk.  Such Investor has
experience as an investor in securities of companies in the development stage
and acknowledges that such Investor is able to fend for itself, can bear the
economic risk of such Investor’s investment in
the Subscription Shares and has such knowledge and experience in financial or
business matters that such Investor is capable of evaluating the merits and
risks of this investment in the Subscription Shares and protecting its own
interests in connection with this investment.  The Investor represents
that (i) if the investor is an individual, he or she resides in the state or
province identified in the address on Schedule 1 hereto, and (ii) if the
Investor is an entity, then the office in which its investment decision was made
is located at the address on Schedule 1 hereto.

    


    (v)           Accredited Investor Status.  Each Investor is
an “accredited investor” within the meaning of Rule 501(a) of Regulation D
promulgated under the 1933
Act.

    


    (vi)           Restricted Securities.  Such Investor
understands that the Subscription Shares are characterized as “restricted securities” under the 1933 Act inasmuch as they are being acquired
from Unity One in a transaction not involving a public offering and that under the 1933 Act and applicable regulations
thereunder such securities may be resold without registration under the 1933 Act
only in certain limited circumstances.  In this connection, such
Investor represents that such Investor is familiar with Rule 144 of the
U.S. Securities and Exchange Commission (the “SEC”), as presently
in effect, and understands the resale limitations imposed thereby and by the
1933 Act.  Such Investor understands that Unity One is under no
obligation to register any of the Subscription Shares sold hereunder.  Such
Investor understands that no public market now exists for any of the
Subscription Shares and that it is uncertain whether a public market will ever
exist for the Subscription Shares.

     

    (vii)           Compliance with Laws.  Without in any way limiting the
representations set forth above, such Investor further agrees not to make any
disposition of all or any portion of the Subscription Shares except in
compliance with applicable securities laws.

    


    (viii)                      Foreign Investors.  If the Investor is not a United States
person (as defined by Section 7701(a)(30) of the Internal Revenue Code, as
amended (the “Code”)), the Investor hereby represents that it has satisfied
itself as to the full observance of the laws of its jurisdiction in connection
with any invitation to subscribe for the Subscription Shares or any use of this
Deed, including (i) the legal requirements within its jurisdiction for the
purchase of the Subscription Shares, (ii) any foreign exchange restrictions
applicable to such purchase, (iii) any governmental or other
consents that may need to be obtained, and (iv) the income tax and other tax
consequences, if any, that may be relevant to the purchase, holding, redemption,
sale, or transfer of the Subscription Shares.  The
Investor’s subscription and payment for and continued beneficial
ownership of the Subscription Shares will not violate any applicable securities
or other laws of the Investor’s jurisdiction.

    


    (ix)           Regulation S Representations.  As applicable
to an Investor that is not a U.S. Person as
defined in Rule 902(k) of the 1933 Act, such non-U.S. Investor hereby represents
that it is not acquiring the securities for the account or benefit of any U.S.
person.  The Investor agrees to resell the securities only
in
accordance with the provisions of Regulation S, pursuant to registration under
the 1933 Act, or pursuant to an available exemption from registration; and
agrees not to engage in hedging transactions with regard to such securities
unless in compliance with the 1933 Act. Each Investor acknowledges that Unity One
will refuse to register any transfer of any of the Subscription Shares not made
in accordance with the provisions of Regulation S, pursuant to registration
under the 1933 Act, or pursuant to an effective registration
statement or an available exemption from registration.

    


    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    
      
        	
                 
      

              	
                (x)

              	
                Legends.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                It is understood that the certificates evidencing
      the Subscription Shares will bear the legends set forth
      below.

              


      

      


      THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY OTHER
JURISDICTIONS.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES
LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

      


      
        	
                 
      

              	
                (b)

              	
                Any legend
      required by the laws of the State of
  Nevada.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                If the securities sold pursuant to this Agreement
      are issued under Regulation S of the 1993 Act, it is understood that the
      certificates evidencing the Subscription Shares will bear the legends set
      forth
  below.

              


      

      


      THESE SECURITIES HAVE BEEN ISSUED UNDER REGULATION S OF
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AS
SECURITIES ISSUED OUTSIDE THE UNITED STATES.  TRANSFER OF THESE
SECURITIES IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION, OR PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT.  HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE SECURITIES ACT.

      


      The first legend set forth in this Section 5(b)(x) above shall be removed by Unity One from
any certificate evidencing Subscription Shares upon delivery to Unity One of an
opinion by counsel, reasonably satisfactory to Unity One, that a registration
statement under the 1933 Act is at that time in effect with
respect to the legended security or that such security can be freely transferred
in a public sale without such a registration statement being in effect and that
such transfer will not jeopardize the exemption or exemptions from
registration pursuant to which Unity One issued the Subscription
Shares.

    

    


    
      	
              6.

            	
              Due
      Diligence

            


    

    


    Notwithstanding
the warranties provided by Unity One in this Deed, the Investors confirm that
they have conducted all diligent investigation on Unity One before
Completion.

    


    Unity One
confirms that there has been and will have no substantial change of
circumstances that will materially affect the purpose of entering into this Deed
before Completion.

    


    
      	
              7.

            	
              Pre-emption
      Right

            


    

    


    Unity One
confirms that upon Completion, the issue of pre-emption right (if any at all),
of the existing shareholders of Unity One will be properly resolved either by
the operation of law or by amendment to the Articles if necessary.

     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      	
              8.

            	
              Post-completion

            


    

    


    
      	
              8.1

            	
              After
      Completion, the Investors, being the majority of Unity One, shall pass all
      necessary resolutions to:-

            


    

    


    
      	
               
      

            	
              (a)

            	
              after
      acquisition of all the issued shares of CLSC, do all necessary acts or
      things to facilitate listing at the
OTCBB.

            


    

    


    
      	
               
      

            	
              (b)

            	
              acquire
      SCHS Business in consideration of allotting further shares of Unity One to
      the Investors at par, with the ultimate shareholdings of the Investors in
      Unity One as shown below:-

            


    

    


    
      	
              Investor

            	 	
              Number of Shares

              To Be Acquired

            	 	 	
              Percentage of Shares

              To Be Acquired

            	 	 	
              Total

              Subscription Price

            	 
	
              Ross
      Zong Yuan

            	 	 	839,424,961	 	 	 	78.3	%	 	 	 	US$ 
      83,942.50	 
	
              Jiang
      Shaoyi

            	 	 	119,054,968	 	 	 	11.11	%	 	 	 	US$ 
      11,905.50	 
	
              United
      Hemisphere Limited

            	 	 	54,917,952	 	 	 	5.12	%	 	 	 	US$  5,491.80	 
	
              Total:

            	 	 	1,013,397,881	 	 	 	94.53	%	 	 	 	US$ 
      101,339.80	 


    

     

    provided
always that the acquisition of SCHS Business shall be completed within 6 months
from Completion unless extended by mutual consent of the Directors and the
Investors.

    


    
      	
              8.2

            	
              The
      Directors shall in the course of acquiring a listing status at the OTCBB
      by Unity One, provide the following services to Unity
  One:-

            


    

    


    (a)           advisory
service on the overall planning and strategy;

    


    (b)           assistance
to Unity One in the auditing process;

    


    
      	
               
      

            	
              (c)

            	
              recommendation
      to Unity One and coordination with legal, accounting, secretarial and
      other professional firms; and

            


    

    


    
      	
               
      

            	
              (d)

            	
              other
      supportive services to facilitate the acquiring listing status at the
      OTCBB by Unity One.

            


    

    


    8.3           The
services to be provided by the Directors will not include:-

    


    
      	
               
      

            	
              (a)

            	
              collection
      of information for the preparation of the registration statement, for the
      purpose of registering the shares of Unity One with the Securities and
      Exchange Commission (“SEC”);

            


    

    


    
      	
               
      

            	
              (b)

            	
              assistance
      to CLSC in the auditing process;
and

            


    

    


    
      	
               
      

            	
              (c)

            	
              preparation
      of notices and announcement to be filed with the
  SEC.

            


    

    


    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    
      	
              8.4

            	
              Each
      of the Investors, so far as he is able and subject to Clause 8.1 above,
      covenants with Unity One and the Directors that after Completion but
      before acquiring a listing status at OTCBB, no one will without the prior
      written consent of the Directors:-

            


    

    


    
      	
               
      

            	
              (a)

            	
              increase
      or reduce Unity One’s authorised or issued share capital, consolidate,
      subdivide, purchase, redeem or cancel any of such share capital, or alter
      any right pertaining to any share or class of shares in such capital;
      and

            


    

    


    
      	
               
      

            	
              (b)

            	
              do
      such things as may water down the shareholdings of the existing
      shareholders of Unity One or do such things that may cause loss and damage
      or adversely affect the right of the existing shareholders after Unity One
      is listed.

            


    

    


    
      	
              9.

            	
              Directors’
      Discretion and Directors’ Act

            


    

    


    
      	
              9.1

            	
              Notwithstanding
      anything stated hereinbefore and for the avoidance of any doubt, the
      Directors shall be entitled to issue and transfer no more than 25,000,000
      shares of and in Unity One to clear up the debts of Unity One in such
      manner and to such person(s) as the Directors shall in their absolute
      discretion think fit and without being liable to the Investors
      provided always that if additional shares are being issued, the percentage
      of the shares of and in Unity One to be acquired by the Investors under
      this Deed shall be unchanged, but the number of shares acquired by the
      Investors as set out in Clause 2 and 8.1 (b) shall be changed accordingly
      to reflect such additional shares of Unity One being
      issued.  Save and except the above, the Directors shall have no
      other discretion and rights to issue additional shares in Unity One unless
      with the consent of the Investors.

            


    

    


    
      	
              9.2

            	
              Notwithstanding
      anything stated in this Deed, if any of the Directors shall resign from
      the Board of Unity One after execution of this Deed, the acts required to
      be performed by the Directors under this Deed shall need to be performed
      only by the remaining one of the Directors, and the outgoing one shall not
      be liable for the action or inaction of the remaining one once he has left
      the Board except for any antecedent breach by
  him.

            


    

     

    
      	
              10.

            	
              Termination

            


    

    


    This Deed
may be terminated at any time if it is mutually agreed by RY and JSY of the
Investors and, the Directors.

    


    In the
event of any termination of this Deed, no party hereto (or any of its directors
or officers) shall have any liability or further obligation to any other
parties.

    


    In the
event that Unity One shall fail to acquire a listing status at the OTCBB within
a reasonable time, this Deed shall be terminated and the Investors shall at
their own costs:-

    


    
      	
               
      

            	
              (a)

            	
              transfer
      the Subscription Shares back to the existing shareholders of Unity One of
      their nominee(s) upon such directions given by the Directors, or to deal
      with the Subscription Shares as the Directors shall
  direct;

            


    

    


    
      	
               
      

            	
              (b)

            	
              procure
      that the directors of Unity One (who are installed to the Board by the
      Investors) shall resign from the
Board;

            


    

    


    
      	
               
      

            	
              (c)

            	
              transfer
      or procure to transfer all issued shares of and in CLSC back to the
      original shareholders of CLSC or their nominee(s) at nominal price;
      and

            


    

    


    
      	
               
      

            	
              (d)

            	
              do
      such things and sign such documents as to reinstate the parties to the
      position before execution of this
Deed.

            


    

    


    
      	
              11.

            	
              Governing
      Law

            


    

    


    This Deed
and, unless expressly provided therein, shall be governed by and construed and
interpreted in accordance with the laws of the Hong Kong Special Administrative
Region.

    


    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    
      	
              12.

            	
              Severability

            


    

    


    If any
provision of this Deed is determined by a court of competent jurisdiction to be
invalid, void or unenforceable, the remaining provisions hereof or thereof shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated thereby.

    


    
      	
              13.

            	
              Fees
      and Expenses

            


    

    


    The legal
fees and the expenses relating to the preparation of this Deed and, the costs in
the acquisition of shares and in the listing process under this Deed, including
but not limited to accounting, legal, registration, printing and mailing fees,
etc. (“the Costs”) shall be paid by the Investors.

    


    
      	
              14.

            	
              Prior
      Negotiation

            


    

    


    If the
terms and conditions of this Deed conflict with any terms and conditions of
previous agreements entered among the parties, this Deed shall
apply.

    


    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
1

     

    Part 1

     

    The
Investors

     

    


     

    
      	
              (1)

            	
              Ross
      Zong Yuan, (Holder of Canada Passport Number JX036804) of Room 2101,
      Silver Tower, No. 933, West Zhongshan Road, Shanghai, 200051, People’s
      Republic of China (“RY”);

            


    

    


    
      	
              (2)

            	
              Jiang
      Shaoyi, (Holder of PRC ID Number: 330302195503124418) of No. 17, Lane 42,
      Ge Ai Road, Shuixing Jiedao, Lucheng District, Wenzhou, Zhejiang
      (“JSY”);

            


    

    


    
      	
              (3)

            	
              United
      Hemisphere Limited a private company incorporated in Hong Kong and having
      its office at Room 813, 8/F Hollywood Plaza, 610 Nathan Road, Hong
      Kong.

            


    

    
    

     

    
      Part 2

      
        Particulars of Unity
One

      

    

    
    

    
    

     

    
      
        	
                (a)

              	
                Name
      of Corporation:

              	
                Unity
      One Capital Inc.

              


      

      
        	
                (b)

              	
                Address
      of Resident Agent:

              	
                4547
      Powell Point Way, North Las Vegas, Nevada, 88031,
  U.S.A.

              


      

      
        	
                (c)

              	
                No.
      of Authorized shares:

              	
                750,000,000

              


      

      
        	
                (d)

              	
                Directors:

              	
                Mr.
      Stephen Tang and Mr. Wai Kong Li both of 602, Nan Fung Tower, 173 Des
      Voeux Road Central, Central, Hong
Kong.

              


      

    

    

      Part 3

      
        Directors

      

    

    
    

    
    

    


    
      	
              (1)

            	
              Mr.
      Stephen Tang of 602, Nan Fung Tower, 173 Des Voeux Road Central, Central,
      Hong Kong.

            


    

    
      	
              (2)

            	
              Mr.
      Wai Kong Li of 602, Nan Fung Tower, 173 Des Voeux Road Central, Central,
      Hong Kong.

            


    

     

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
2


     

    The
Warranties


     

    
      	
              (a)

            	
              Unity
      One has the existing investment and is holding shares in various companies
      as particularized below (“the
Business”):-

            


    

     

    
      	
               
      

            	
              (i)

            	
              10,000,000
      shares in Domain Extremes Inc.

            


    

    
      	
               
      

            	
              (ii)

            	
              6,410,384
      shares in Enova Holdings, Inc.

            


    

    
      	
               
      

            	
              (iii)

            	
              35,657,170
      shares in Mega Pacific Capital Inc.

            


    

    
      	
               
      

            	
              (iv)

            	
              5,294,118
      shares in Microfinanz Asia Inc.

            


    

     

    
      	
              (b)

            	
              Unity
      One will dispose of the Business within 4 months after
      Completion.

            


    

     

    
      	
              (c)

            	
              Apart
      from the Business and the Warrant to Purchase Common Shares agreement
      between Unity One Capital Inc. and Unimax Telecom Limited dated
      [                        ]
      (copy attached herewith as Annexure 1), no contract, transaction,
      commitment, liability or obligation of whatever nature has been entered
      into or incurred by Unity One at any time since its
      incorporation.

            


    

     

    
      	
              (d)

            	
              Apart
      from the Business, Unity One has no
assets.

            


    

     

    
      	
              (e)

            	
              No
      share or loan capital of Unity One is under option or agreed to be put
      under option.

            


    

     

    
      	
              (f)

            	
              All
      returns, particulars, resolutions and other documents required to be filed
      with the registrar of companies by Unity One have been duly filed and
      Unity One has complied with all legal requirements in connection with its
      formation and with all issues of
shares.

            


    

     

    
      	
              (g)

            	
              Following
      the implementation of clause 2 of this Deed the Investors will be the
      beneficial owners of 77.04% of the equity share capital of Unity One and
      entitled to exercise 77.04% of the votes capable of being exercised at
      general meetings of Unity One.

            


    

     

    
      	
              (h)

            	
              Following
      the implementation of clause 8.1(b) of this Deed and provided that the
      matters referred to in clause 4.2.3 of this Deed are properly done, the
      Investors will be the beneficial owners of 94.53% of the equity share
      capital of Unity One and entitled to exercise 94.53% of the votes capable
      of being exercised at general meetings of Unity
  One.

            


    

     

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
3

    


    Shareholdings in
CLSC

    


    
      	
              Name

            	
              Shareholding

            
	
               

              Ross
      Zong Yuan

            	
               

              39.5%

            
	
               

              Jiang
      Shaoyi

            	
               

              60.5%

              _____________________

            
	 
      	
               

              Total:
      100%

            


    

     

     

     

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    IN WITNESS whereof the parties
hereto have hereunto executed this Deed the day and year first above
written.

    


    


     

    
      	
              SIGNED
      SEALED AND DELIVERED by the )

              Investor
      Ross Zong Yuan (Holder of Canada )

              Passport
      Number JX036804) in the presence of:

            	
              )

              )

              )

            


    

    


    


    


    


    


    


    
      	
              SIGNED
      SEALED AND DELIVERED by the Investor Jiang Shaoyi (Holder of PRC ID
      Number: 330302195503124418) in the presence of:

            	
              )

              )

              )

              )

            


    

    


    


    


    


    


    


    
      	
              SEALED
      WITH THE COMMON SEAL of the United Hemisphere Limited and signed by
      in
      the presence of:

            	
              )

              )

              )

               

            


    

    


    


    


    


     

    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

     

     

    
      	
              SEALED
      WITH THE COMMON SEAL of the Unity One Capital Inc. and signed
      by

              in
      the presence of:

            	
              )

              )

              )

               

            


    

    


    


    


    


    


    


    
      	
              SIGNED
      SEALED AND DELIVERED by the Director Mr. Stephen Tang (Holder of HKID No.
      A998274(7)) in the presence of:

            	
              )

              )

              )

               

            


    

    


    


    


    


    


     

    
      	
              SIGNED
      SEALED AND DELIVERED by the Director Mr. Wai Kong Li (Holder of HKID No.
      D398499(1)) in the presence of:

            	
              )

              )

              )

               

            


    

    


    


    


    


    


     

    
      	
              SEALED
      WITH THE COMMON SEAL of the Canadian Learning Systems Corporation and
      signed by

              in
      the presence of:

            	
              )

              )

              )

              )

            


    

     

     

     

    15