Cooperation Agreement on The Construction of Book Information Resources of ?www.csoll.com? Website

Agreement No.: 2003002

Cooperation Agreement on

The Construction of Book Information Resources of

“www.csoll.com” Website

Party A:

Zhongshang Xinhua Books Networks Co., Ltd.

Party B:

Today’s Teachers Technology and Culture Ltd.

1.

Purpose of Cooperation

In order to facilitate the libraries of China’s educational institutions and elementary and secondary schools to share book information resources so that more teachers, students and parents can benefit from online book information  resources, to jointly develop the education market of “www.csoll.com” website, the Parties agreed on the following regarding the construction of book information resources of “www.csoll.com” website.

2.

Contents, Method and Conditions of Cooperation

2.1

Contents of Cooperation

2.1.1

The Contents of cooperation is the construction of book information resources of “www.csoll.com” website.

2.2.

Method of Cooperation

2.2.1

Party A will provide Party B with online information resources.

2.2.2

Party B will use Party A’s service platform to solicit unified orders from its member organizations on a regular basis.

2.2.3

Party A shall be responsible for opening the book information provided on its service platform to “www.csoll.com” website, assisting Party B with book purchase and delivery on Party A’s platform. Party B shall have plenary responsibility for the specific requirements for book purchase resource information, long-term planning and construction, and operations of “www.csoll.com” website.

2.2.4

Party A will be responsible for developing the software that interfaces with both party’s websites and for sharing book information resources, it will also be responsible for developing book online transaction management system. It will be compensated for such developments. Party B will be responsible for assisting Party A in completing the interface of both party’s websites, it will also provide the business requirements for book online transaction management system.

2.3

Conditions for the Parties’ Cooperation

2.3.1

Party B will be Party A’s sole agreed legal operator for book information supply in China Education sector. Party A shall not supply China Education sector, or cooperate with any third party that has similar or same information or service business as Party B.

2.3.2

Party B will use Party A’s platform to solicit unified orders from publishing houses and whole-sellers. The distribution of profits from this business will be specified in supplementary agreement.

2.3.3

The two parties will make supplementary agreement regarding the construction plan and division of responsibilities during their cooperation of constructing book information resources of “www.csoll.com” website. The agreement will be an inseparable part of this agreement, and bear equal legal effect.

3.

Rights and Obligations of the Two Parties

3.1