Exhibit
      10.22

     

    November
      30, 2007

    


    Mr.
      Xiqun
      Yu, CEO

    China
      Education Alliance, Inc.

    80
      Heng
      Shan Road, Kun Lun Shopping Mall

    Harbin,
      CHINA 150090

    


    Re:
      Liquidated
      Damages Provisions

     

    Dear
      Mr.
      Yu:

     

    This
      letter will confirm our agreement and understanding with respect to a
      modification of the liquidated damages provisions contained in the securities
      purchase agreement (the “Purchase Agreement”), dated May 8, 2007 among China
      Education Alliance, Inc. (the “Company”), Barron Partners, LP, Eos Holdings and
      Hua-Mei 21st Century Partners, LP (the “Investors”), as amended, and the
      registration rights agreement (the “Registration Rights Agreement”) dated May 8,
      2007, by and among the Company and the Investors, as follows:

     

    Section
      2.8(i) of the Registration Rights Agreement is amended to eliminate liquidated
      damages for failure to file the Initial Registration Statement by the Filing
      Date.

     

    The
      parties agree that the Purchase Agreement is amended to provide that wherever
      the Purchase Agreement provides for the delivery of shares of Series A Preferred
      Stock in satisfaction of an obligation under the Purchase Agreement, a share
      of
      Series A Preferred Stock shall have a value equal to the Liquidation Value
      as
      set forth in the Certificate of Designation.

     

    The
      parties acknowledge that the Company has issued 208,456 shares of Series A
      Convertible Preferred Stock as a result of the failure of the Company to satisfy
      its obligations under Section 6.10 and 6.11 of the Purchase Agreement as of
      August 5, 2007 and that such shares represent the full and complete
      liquidated damages payment due to the Investors from the Company from August
      5,
      2007 through October 15, 2007. 

     

    The
      Investors waive all further liquidated damages under the Purchase Agreement
      and
      the Registration Rights Agreement through December 31, 2007.

     

    Except
      as
      modified by this letter, the Purchase Agreement and the Registration Rights
      Agreement shall remain in full force and effect.

     

    Please
      confirm your agreement with the foregoing.

     

    [Signatures
      on following page]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    BARRON
      PARTNERS LP

    By:
      Barron Capital Advisors, LLC, its General Partner

    


    
      	
                 /s/
                Andrew Barron Worden

            
	
              Andrew
                Barron Worden, President

            


    

    


    EOS
      HOLDINGS

    

      
        	
                By:

              	
                  /s/
                  Jon R. Carnes

              
	 	
                Jon
                  R.Carnes, President

              


      

    

     

    HUA-MEI
      21ST CENTURY PARTNERS, LP

     

    
      
        	
                By:

              	
                /s/
                  Peter Siris

              
	 	
                Peter
                  Siris, CEO

              


      

    

     

    AGREED
      TO
      AND ACCEPTED:

     

    CHINA
      EDUCATION ALLIANCE, INC.

     

    
      
        	
                By:

              	
                  /s/
                  Xiqun Yu

              
	 	
                Xiqun
                  Yu, CEO