EX-10.3


         GUARANTEE AGREEMENT, dated as of September 29, 2006, among HARBIN ZHONG
HE LI DA JIAO YU KE JI YOU XIAN GONG SI,  HEILONGHIANG ZHONGE EDUCATION TRAINING
CENTER  and  HARBIN   ZHONGHELIDA   EDUCATIONAL   TECHNOLOGY   COMPANY  LIMITED,
(collectively,  the  "SUBSIDIARY  GUARANTORS"),  and  XINQUN  YU, an  individual
residing  at [1601  BUILDING  1,  BAOZA  DISTRICT,  HARBIN,  CHINA  150090  (the
"INDIVIDUAL  GUARANTOR",  and collectively with the Subsidiary  Guarantors,  the
"GUARANTORS"); and SBI ADVISORS, LLC, a California limited liability company, as
agent  (together with its successors and assigns in that capacity,  "AGENT") for
the Investors (as defined below).

                                  INTRODUCTION

         Hong Kong League Central Credit Union, HIT Credit Union,  Sean Wallace,
R. Ralph Parks,  Cambria  Investment Fund, LP, The Angeloff Family L.P., and The
Angeloff Family, LLC  (collectively,  the "INVESTORS") have purchased from China
Education  Alliance,   Inc.,  a  North  Carolina  corporation  (the  "COMPANY"),
$1,530,000 aggregate principal amount of secured promissory notes (the "NOTES"),
each dated as of the date hereof,  and delivered  respectively to the Investors.
In order to induce the Investors to purchase such Notes, the Guarantors, jointly
and  severally,  subject to the  limitations  set forth  herein,  have agreed to
guarantee the timely performance, payment, and collectibility of all obligations
of  the  Company  pursuant  to  the  Notes.  Each  Subsidiary   Guarantor  is  a
wholly-owned  subsidiary of the Company.  The Individual  Guarantor is the chief
executive officer and principal stockholder of the Company.

         NOW,  THEREFORE,  in  consideration  of the premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, each of the Guarantors hereby agrees as follows:

I.       GUARANTEE

         SECTION 1.01 GUARANTEE BY GUARANTORS.

         Subject to Section 1.07 hereof, the Guarantors,  jointly and severally,
hereby unconditionally,  irrevocably,  and absolutely guarantee to the Investors
(i) the due and punctual payment and collectibility of the principal of, and the
premium,  if any,  and  interest  (including  interest  accruing on or after the
filing of any petition in bankruptcy or  reorganization,  whether or not a claim
for post-filing  interest is allowed in such  proceeding) on, all obligations of
the Company under the Notes,  when and as the same shall become due and payable,
whether at maturity of such obligations, by acceleration, or otherwise, (ii) the
due and punctual payment and collectibility of interest on the overdue principal
of, and premium and interest,  if any, on, all  obligations of Company under the
Notes,  to the extent lawful,  (iii) the due and punctual  performance of all of
the

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covenants,  agreements,  and other  obligations  of Company to the  Investors in
accordance with the terms of the Notes, and (iv) in the case of any extension of
time of payment or renewal of any of the obligations of Company under the Notes,
that the same will be promptly  paid in full when due or performed in accordance
with  the  terms  of  such  extension  or  renewal,   at  stated  maturity,   by
acceleration, or otherwise.

         SECTION 1.02 ABSOLUTE,  IRREVOCABLE,  AND UNCONDITIONAL OBLIGATION. The
Guarantors, jointly and severally, hereby agree that their obligations hereunder
shall be absolute, irrevocable, and unconditional, irrespective of, and shall be
unaffected by, the identity of Company,  the nature of the obligation of Company
to the Investors (whether as obligor,  guarantor, or otherwise), any invalidity,
irregularity,  or unenforceability of any such obligation or this Guarantee, any
failure to enforce any of the  provisions  of the Notes or this  Guarantee,  any
waiver, modification,  or indulgence granted to any of the Guarantors or Company
with  respect  thereto  by  Investors,  or any  other  circumstances  which  may
otherwise  constitute  a legal or  equitable  discharge  or defense of surety or
guarantor.  The  Guarantors  hereby  waive  diligence,  presentment,  demand  of
payment,  filing of claims with a court in the event of merger,  insolvency,  or
bankruptcy of Company,  any right to require a proceeding first against Company,
the benefit of discussion,  protest, or notice with respect to such obligations,
and all  demands  whatsoever,  and  covenants  that this  Guarantee  will not be
discharged  as to any  obligation  of Company  under the Notes or to  Investors,
except by payment in full of the principal amount due under the Notes,  premium,
if any, and interest thereon, and by the complete performance of the obligations
contained in the Notes and this Guarantee.

         SECTION 1.03 ACCELERATION OF OBLIGATIONS.  The Guarantors,  jointly and
severally, hereby agree, to the fullest extent they may lawfully do so, that, as
between the Guarantors,  on the one hand, and Investors,  on the other,  (a) the
maturity of the obligations  guaranteed hereby may be accelerated as provided in
the  Notes  for  the  purposes  of this  Guarantee,  notwithstanding  any  stay,
injunction,  or other prohibition preventing such acceleration in respect of the
obligations  guaranteed  hereby  and  (b) in the  event  of any  declaration  of
acceleration  of  such  obligations,  such  obligations  (whether  or not due or
payable) shall  forthwith  become  immediately due and payable by the Guarantors
for the purposes of this Guarantee.

         SECTION 1.04 REINSTATEMENT OF GUARANTEE.  If any Investors are required
by any  court or  otherwise  to  return  to  Company  or any  Guarantor,  or any
custodian,  receiver,  liquidator,   trustee,  sequestrator,  or  other  similar
official  acting in  relation to  Company,  any amount  paid to any  Investor in
respect of the Notes, this Guarantee,  to the extent of such amount so returned,
shall be reinstated in full force and effect.

         SECTION 1.05 SUBROGATION.  The Guarantors hereby  irrevocably waive any
claim  or  other  rights  which it may now  have or  hereafter  acquire  against
performance  or  enforcement  of her or its  obligations  under this  Guarantee,
including,   without  limitation,  any  right  of  subrogation,   reimbursement,
exoneration,  contribution, or indemnification,  any right to participate in any
claim or remedy of any  Investor  against  Company or any  collateral  which any
Investor hereafter acquires, whether or not such claim, remedy, or

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right arises in equity, or under contract,  statute,  or common law,  including,
without  limitation,  the right to take or  receive  from  Company  directly  or
indirectly,  in cash or other  property  or by set-off  or in any other  manner,
payment or  security  on account  of such claim or other  rights.  If any amount
shall be paid to any  Guarantor in violation  of the  preceding  sentence at any
time  prior to the  payment  in full of all  obligations  and all other  amounts
payable under this  Guarantee,  such amount shall be deemed to have been paid to
such  Guarantor  for the  benefit  of, and held in trust for the benefit of, the
Investors  and shall  forthwith  be paid to the  Investors  to be  credited  and
applied upon such  guaranteed  obligations,  whether  matured or  unmatured,  in
accordance with the terms of the Notes.

         SECTION  1.06 OTHER  REMEDIES.  Nothing  contained in this Article I or
elsewhere  herein is intended to or shall impair,  as between the Guarantors and
Investors,  the obligation of Guarantors,  which is absolute and  unconditional,
joint and several,  to pay to the Investors the obligations of Company under the
Notes as and when the same shall become due and payable in  accordance  with the
provisions  thereof, or the performance of the covenants,  agreements,  or other
obligations  of Company to the  Investors  in  accordance  with the terms of the
Notes,  nor shall  anything  herein  prevent any Investor  from  exercising  all
remedies otherwise permitted by applicable law upon default under the Notes.

         SECTION  1.07   LIMITATION  OF  LIABILITY  FO   INDIVIDUAL   GUARANTOR.
Notwithstanding  anything herein to the contrary,  the guarantee provided herein
by the  Individual  Guarantor  shall be  limited  to the  shares  (the  "PLEDGED
SHARES")  pledged by the Individual  Guarantor (and any affiliates or associates
thereof) pursuant to the Pledge Agreement (as hereinafter  defined).  Other than
the Pledged Shares and any other Collateral (as defined in the Pledge Agreement)
of the Individual Guarantor,  Investor expressly acknowledges that the Indivdual
Guarantor  shall have no  obligations  or  liability to Investor or to any other
entity with respect to the Note or the obligations of Borrower  thereunder,  and
Investor  expressly  waives all other  causes of action  against the  Individual
Guarantor with respect to the Note and the obligations of Borrower thereunder.

II.      PLEDGE AGREEMENT

         Simultaneously  with the execution hereof, the Individual  Guarantor is
executing and  delivering to the Agent the Stock Pledge  Agreement,  dated of as
September 29, 2006 (the "PLEDGE  AGREEMENT"),  between the Individual  Guarantor
and the Agent,  to provide  securities for the obligations of the Guarantors set
forth herein.

III.     REPRESENTATIONS AND WARRANTIES

         The   Guarantors,   jointly   and   severally,   make   the   following
representations  and  warranties,  each  and  all of  which  shall  survive  the
execution and delivery of this Agreement:

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         SECTION 3.01 RESIDENCE OF GUARANTOR.  The principal office (in the case
of the  Subsidiary  Guarantors)  or place of residence  (in the case  Individual
Guarantor) is located at the address first specified above for such Guarantor.

         SECTION 3.02  AUTHORITY.  Each  Guarantor has all  requisite  power and
authority to execute, deliver, and perform its obligations under this Agreement.
This  Agreement  has been  duly  authorized,  executed,  and  delivered  by each
Guarantor  and  constitutes  the legal,  valid,  and binding  obligation of each
Guarantor,  enforceable  against each Guarantor in accordance with its terms. No
consent of any party to any contract, arrangement, or understanding to which any
Guarantor  is a  party,  or to  which  he or it or any of his or its  respective
assets are subject, is required in connection with the execution or delivery of,
or the performance of its obligations  under, this Agreement.  The execution and
delivery of, and the  performance  by each  Guarantor of his or its  obligations
under, this Agreement will not violate, result in a breach of, or conflict with,
any term of any such  contract,  arrangement,  or  understanding,  or violate or
result in a breach of, or conflict with any order,  judgment,  or decree, or, to
the best knowledge of any Guarantor,  any law, rule, or regulation  binding upon
any Guarantor or to which he or it or any of his or its  respective  businesses,
properties,  or assets are subject. No authorization,  approval, or other action
by, and no notice to or filing with,  any  governmental  authority or regulatory
body is required  either (i) for the grant by any  Guarantor of the Guarantee or
the  security  interest  granted  hereby,  or for the  execution,  delivery,  or
performance of this Agreement by any Guarantor or (ii) for the perfection of, or
the exercise by any Investor of, his, her, or its rights and remedies hereunder.

IV.      FURTHER ASSURANCES

         Each Guarantor hereby agrees, jointly and severally,  that from time to
time,  at his sole  expense,  he or it will  promptly  execute  and  deliver all
further  instruments  and documents,  and take all further  action,  that may be
necessary or  desirable,  or that any Investor may request,  in order to protect
the  guarantee  set forth in  Article I to this  Agreement  and to  perfect  and
protect any security  interest  granted or purported to be granted  hereby or to
enable the  Investors  to  exercise  and  enforce  their  respective  rights and
remedies hereunder with respect to the Guarantee and any of the Collateral.

V.       ATTORNEY-IN-FACT; INVESTOR MAY PERFORM

         SECTION 5.01 ATTORNEY-IN-FACT.

         Each Guarantor hereby  irrevocably  appoints any Investor Agent as such
Guarantor's attorney-in-fact, with full authority in the place and stead of such
Guarantor and in the name of such  Guarantor or otherwise,  from time to time in
such  Investor  Agent's  discretion  to  take  any  action  and to  execute  any
instrument  which  such  Investor  Agent  may deem  necessary  or  advisable  to
accomplish the purposes of this Agreement,  including,  without  limitation,  to
receive,  endorse,  and collect all  instruments  made payable to such Guarantor
representing any dividend, interest payment, or other

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distribution  in respect of the  Collateral or any part thereof and to give full
discharge  for  the  same.  This  power,  being  coupled  with an  interest,  is
irrevocable.  Nothing in this Article VII shall be  construed  as providing  any
Investor or any Investor  Agent with any remedies with respect to the Collateral
not otherwise provided for in this Agreement or under applicable law.

         SECTION 5.02 INVESTOR MAY PERFORM.  If any  Guarantor  fails to perform
any agreement  contained herein,  the Investors may (or may cause the Agent to),
but shall not be obligated to, itself  perform,  or cause  performance  of, such
agreement,  and the expenses of the Investors  incurred in connection  therewith
shall be payable by the Guarantors pursuant to the terms of this Agreement.

VI. MISCELLANEOUS

         SECTION 6.01  AMENDMENTS,  ETC. No amendment or waiver of any provision
of this Agreement, nor consent to any departure by any Guarantor herefrom, shall
in any event be effective  unless the same shall be in writing and signed by the
Investors,  and then  such  waiver or  consent  shall be  effective  only in the
specific instance and for the specific purpose for which given.

         SECTION 6.02 NOTICE. All notices and other communications  provided for
hereunder shall be in writing (including  telegraphic  communication) and, if to
the Guarantor,  mailed or telegraphed or delivered to it, addressed to it at the
address specified in the introductory  paragraph hereof, if to Investor,  mailed
or delivered to it at the address of Investor specified in Annex A hereto, or as
to any party hereto at such other  address as shall be  designated by such party
in a written notice to each other party  complying as to delivery with the terms
of this Section. All such notices and other communications shall, when mailed or
telegraphed, respectively, be effective when deposited in the mails or delivered
to the telegraph company, respectively, addressed as aforesaid.

         SECTION  6.03  WAIVER.  No  failure  on the  part  of any  Investor  to
exercise,  and no delay in exercising,  any right  hereunder  shall operate as a
waiver thereof nor shall any single or partial  exercise of any right  hereunder
preclude  any other or further  exercise  thereof or the  exercise  of any other
right.

         SECTION 6.04 SEVERABILITY.  The illegality or  unenforceability  of any
provision of this  Agreement or any  instrument  or document  required  pursuant
hereto shall not in any way affect or impair the legality or  enforceability  of
the  remaining  provisions  of this  Agreement  or any  instrument  or  document
required pursuant hereto.

         SECTION 6.05 GOVERNING LAW; TERMS. This Agreement shall be governed by,
and construed in accordance  with, the laws of the State of California,  without
giving  effect  to  principles  of  conflicts  of laws.  Any  action,  suit,  or
proceeding arising out of, based on, or in connection with this Agreement or the
transactions  contemplated  hereby  may be  brought  in the state  courts or the
United  States  District  Court,  in each case located in Los Angeles  county or
Orange county, California, and each party covenants and agrees

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not to assert, by way of motion, as a defense, or otherwise, in any such action,
suit, or  proceeding,  any claim that it or he is not subject  personally to the
jurisdiction  of such court,  that its or his  property is exempt or immune from
attachment or execution,  that the action,  suit, or proceeding is brought in an
inconvenient  forum,  that the  venue of the  action,  suit,  or  proceeding  is
improper,  or that  this  Agreement  or the  subject  matter  hereof  may not be
enforced in or by such court.

         SECTION 6.06  COUNTERPARTS.  This  Agreement  may be executed in one or
more  counterparts,  all of which,  when taken  together  shall  constitute  one
original.

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         IN WITNESS  WHERE OF, the parties  hereto have  executed and  delivered
this Agreement as of the date first above written.

                            HARBIN ZHONG HE LI DA JIAO YU KE JI
                            YOU XIAN GONG SI



                            BY: /s/ [Illegible signature]
                                -------------------------------
                                NAME:
                                TITLE:


                            HEILONGHIANG ZHONGE EDUCATION
                            TRAINING CENTER



                            BY: /s/ [Illegible signature]
                                -------------------------------
                                NAME:
                                TITLE:


                            HARBIN ZHONGHELIDA EDUCATIONAL
                            TECHNOLOGY COMPANY LIMITED



                            BY: /s/ [Illegible signature]
                                -------------------------------
                                NAME:
                                TITLE:



                                /s/ XINQUN YU
                                -------------------------------
                                XINQUN YU


                            SBI ADVISORS LLC, AS AGENT

                            BY: /s/ [Illegible signature]
                                -------------------------------
                                NAME:
                                TITLE:


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