USChina Channel Inc Sample Contracts

Contract
China Education International, Inc. • March 6th, 2013 • Services-educational services • Wyoming

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

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Share Pledge Agreement
Share Pledge Agreement • August 23rd, 2012 • China Education International, Inc. • Services-business services, nec

This Share Pledge Agreement (this “Agreement”) is entered into by and between the following parties at Beijing, China, effective March 31, 2012:

AGREEMENT AND PLAN OF MERGER by and between CHINA EDUCATION INTERNATIONAL, INC., a Nevada corporation and USCHINA CHANNEL INCORPORATION, a Nevada corporation
Agreement and Plan of Merger • May 2nd, 2011 • USChina Channel Inc • Services-business services, nec

AGREEMENT AND PLAN OF MERGER, dated as of April 8, 2010, between China Education International, Inc., a Nevada corporation (the “Subsidiary”), and USChina Channel Incorporation, a Nevada corporation (the “Parent”), such corporations being sometimes referred to herein together as the “Corporations.”

OPTION AGREEMENT
Option Agreement • August 23rd, 2012 • China Education International, Inc. • Services-business services, nec • Florida

This OPTION AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2012 (the “Effective Date”), between Fenglong Xu and Wei Xu, 301-2 Station West Rd, Hongkou District, Shanghai, People’s Republic of China (the “Purchaser(s)”) and Crown Union Resources Limited, a British Virgin Islands company (“Seller”). Purchaser and Seller are also referred to herein together as the “Parties” and individually as a “Party.”

Call Option Agreement
Call Option Agreement • August 23rd, 2012 • China Education International, Inc. • Services-business services, nec
SERVICES AGREEMENT
Services Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec • Florida

THIS SERVICES AGREEMENT (the "Agreement") is made and entered into as of December 31, 2010 (the "Effective Date") by and between China Bull Management, Inc., a Nevada corporation ("Management Company") and China Bull Holding, Inc., a Nevada corporation ("Operating Company").

Share Transfer Agreement
Share Transfer Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec

Hangzhou Kunjiang Education Technology Co., Ltd (“Joint Venture Company”) was established in Hangzhou City on November 12, 2010, operated jointly by Party A and Ruifeng Chen. The Registered capital is RMB 1 million, Party A owns 20% of the equity. Party A agreed to transfer the Joint Venture company’s 20% equity ownership to Party B, Party B agrees to accept the transfer. According to the provision of the “Company Law of the People’s Republic of China” and the “Contract Law of the People’s Republic of China,” Party A and Party B reached the following agreements regarding equity ownership transfer:

BUSINESS OPERAITION AGREEMENT
Business Operaition Agreement • March 8th, 2010 • USChina Channel Inc • Services-business services, nec

This Business Operation Agreement (the "Agreement") is made by and between USChina Channel Incorporation (the "INC") and Ching-Sang Hong, collectively the "Parties", on the fifth day of March 2010.

Exclusive Cooperation Agreement
Exclusive Cooperation Agreement • August 23rd, 2012 • China Education International, Inc. • Services-business services, nec

This exclusive cooperation agreement (the “Agreement”) is made and entered into by and between and amongst the following corporations/organizations effective March 31, 2012, in the People’s Republic of China.

BILL OF SALE, ASSIGNMENT AND ASSUMPTION OF LIABILITY
Sale, Assignment and Assumption of Liability • January 6th, 2011 • USChina Channel Inc • Services-business services, nec • Florida

This BILL OF SALE, ASSIGNMENT AND ASSUMPTION OF LIABILITY (the “Bill of Sale”), dated this 31st day of December, 2010, is from USChina Channel, Inc., a Nevada corporation (the “Seller”) to China Bull Holdings, Inc., a Nevada corporation (the “Buyer”).

Exclusive Cooperation Agreement Between Party A: Hangzhou Kunjiang Education Technology Co., Ltd. And Party B: Hefei Meihua Vocational Training School And Party C:Hefei Huamei Education Development Co.,Ltd. Aug 2 , 2011
Exclusive Cooperation Agreement • August 8th, 2011 • China Education International, Inc. • Services-business services, nec

This Exclusive Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on Aug 2, 2011 in Hefei City, Anhui Province, the People’s Republic of China (“China”):

Share Pledge Agreement Between Party A: Hangzhou Kunjiang Education Technology Co., Ltd. And Party B: Shaoxing Red Green Blue Trading Co., Ltd. November 25, 2010
Share Pledge Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec

This Share Pledge Agreement (this “Agreement”) is entered into by and between the following parties at Zhejiang Province Shaoxing Keqiao on November 25, 2010:

USCHINA CHANNEL INC.
USChina Channel Inc • November 17th, 2009 • Services-business services, nec

The purpose of this letter (“Letter of Intent”) is to set forth certain non-binding understandings and certain binding agreements between USChina Channel Inc., a Nevada Incorporation (“USChina”), the issued and outstanding shares (the “Securities”) of which are registered under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and which trade in the United States over-the-counter bulletin board securities market, and Shandong FangXing Technology Development Co., Ltd (a.k.a. FangXing Pharma Inc.), a company organized under the laws of the People’s Republic of China (“FangXing”), relating to the acquisition (the “Acquisition”)by USChina, or a company controlled by USChina or its successor, of all of the issued and outstanding shares of capital stock (the “FangXing Stock”) of FangXing.

Loan Agreement
Loan Agreement • May 16th, 2011 • China Education International, Inc. • Services-business services, nec

After fair negotiations, the parties have agreed on the following terms, and the parties agree to abide by the following agreement:

Exclusive Cooperation Agreement
Exclusive Cooperation Agreement • January 6th, 2012 • China Education International, Inc. • Services-business services, nec

This exclusive cooperation agreement (the “Agreement”) is made and entered into by and between the following corporations/organizations on Dec.30 , 2011 in the People’s Republic of China.

Lease Agreement
Lease Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec
Executive Cooperation Agreement Between Party A: Hangzhou Kunjiang Education Technology Co., Ltd. And Party B: Shaoxing Red Green Blue Trading Co., Ltd. Party C: Shaoxing China Textile City High School November 25, 2010
Executive Cooperation Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec

This Executive Cooperation Agreement (“Agreement”) is made and entered into by and between the following Parties on November 25, 2010 in Beijing, the People’s Republic of China (“China”):

August 17, 2012 Mr. Tang Weijiao Chief Executive Officer Peng Tuo Information Technology Co., Ltd. Hangzhou, China Dear Mr. Tang, We hope you are well.
China Education International, Inc. • August 20th, 2012 • Services-business services, nec

This is to confirm our agreement for you to assist the Company in the management of the Hefei Meihua Vocational Training School, which you have been doing since approximately May 25, 2012 and which you have agreed to continue until December 31, 2012, and at the option of the Company may be extended until December 31, 2013.

LICENSE AGREEMENT
License Agreement • March 6th, 2013 • China Education International, Inc. • Services-educational services • Florida

This License Agreement ("Agreement") is made and entered into this 1st day of September, 2010 by and between American Education Center, Inc. a New York corporation with an office in Flushing, New York ("AEC" or" Licensor") and Frontera Associates, Inc., a Florida corporation with an office in Boca Raton, Florida ("Frontera" or" Licensee')

This document has been translated from Chinese to English] Education Service Agreement
Education Service Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec

Party A is a full-time middle and high school, with two hundred teachers and three thousand students. Party B is a private education group limited corporation, with a management highly experienced in consultation of education services, through both parties’ friendly consultation, Party B agrees to provide services to Party A in accordance with the terms as follows:

AGREEMENT OF ASSIGNMENT
Agreement of Assignment • April 11th, 2012 • China Education International, Inc. • Services-business services, nec • Florida

THIS AGREEMENT OF ASSIGNMENT (the “Agreement”) is made of the 14th day of October 2011 by and between FRONTERA ASSOCIATES, INC., a Florida corporation with offices at 639 NW 38th Circle, Boca Raton, Florida 33431 (the “Assignor”), and CHINA EDUCATION INTERNATIONAL INC., a Nevada corporation with offices at 2835 NW Executive Center Drive, Suite 100, Boca Raton, Florida 33431 (“CEII”).

Amended Call Option Agreement
Amended Call Option Agreement • April 2nd, 2012 • China Education International, Inc. • Services-business services, nec

This Amended Call Option Agreement (this(“Agreement”) is made and entered into as of March 29, 2012 (the “effective date”) between Mr. Tang Weijiao and Ms. Cao Xiaoya, both residents of West Wenshan Road, Suite 117, Hangzhou, Zhejiang Province, people’s Republic of China (the “Founder(s)”) and Crown Union Resources Limited a British Virgin Islands company (“Option Holder”). Founders and Option Holder are also referred to herein together as the “parties” and individually as a “Party.”

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SHARE EXCHANGE AGREEMENT by and among USCHINA CHANNEL, INC. a Nevada Corporation and ANDREW CHIEN and CHINA EDUCATION SCHOOLS, LTD. a British Virgin Islands corporation; and the Shareholders of CHINA EDUCATION SCHOOLS, LTD. Dated as of December 31, 2010
Stock Exchange Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec • Florida

THIS STOCK EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of this 31st day of December 2010, by and between USCHINA CHANNEL, INC., a Nevada corporation (“USCC”), with offices at 665 Ellsworth Avenue, New Haven, CT 06511, ANDREW CHIEN (“CHIEN”) and CHINA EDUCATION SCHOOLS, LTD., a British Virgin Islands corporation (“CES”) and the shareholders of CES listed on Schedule A to this Agreement (the “CES SHAREHOLDERS”), upon the following premises:

CONSULTING AND MANAGEMENT AGREEMENT
Consulting and Management Agreement • March 31st, 2011 • USChina Channel Inc • Services-business services, nec • Florida

This Consulting and Management Agreement (“Agreement”) is made as of December 31, 2010 by and between Invictus Advisory Associates, Inc., a Florida corporation (“Invictus”), and China Direct Investments, Inc., a Florida corporation (“CDII”). Invictus and CDII may collectively be referred to as the “Parties”.

CONSULTING AGREEMENT
Consulting Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec • Florida

This Consulting Agreement (“Agreement”) is made as of this 31 day of December, 2010 by and between USChina Channel, Inc. (“Client”), and China Direct Investments, Inc., a Florida corporation (“China Direct”), CDI Shanghai Management Co., Ltd., a Chinese corporation (“CDI Shanghai”) and Capital One Resource Co., Ltd. a Brunei company (“Capital One”) (China Direct, CDI Shanghai and Capital One are collectively referred to as “Consultant”). Client and Consultant may collectively be referred to as the “Parties”.

Education Service Agreement
Education Service Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec

Party A is a full-time middle and high school, with two hundred teachers and three thousand students. Party B is a private education group limited corporation, with a management highly experienced in consultation of education services, through both parties’ friendly consultation, Party B agrees to provide services to Party A in accordance with the terms as follows:

Call Option Agreement
Call Option Agreement • January 6th, 2012 • China Education International, Inc. • Services-business services, nec
RedChip Agreement
Redchip Agreement • March 6th, 2013 • China Education International, Inc. • Services-educational services • Florida

This JOINT MARKETING AGREEMENT (the "Agreement") is made and entered into this 27th day of July, 2012 by and between RedChip Companies Inc., located at 500 Winderley Place, Suite 100, Maitland, Florida 3275 I (hereinafter referred to as "RC"), and China Education International, Inc. (hereinafter referred to as the "Company") located at 2835 NW Executive Center Drive, Suite 100, Boca Raton, FL 33431.

This document has been translated from Chinese to English] Lease Agreement
Lease Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec
Amended Exclusive Cooperation Agreement
Amended Exclusive Cooperation Agreement • April 2nd, 2012 • China Education International, Inc. • Services-business services, nec

This Amended Exclusive Cooperation Agreement (this “Agreement”) is made and entered into as of March 28, 2012 (the “effective date”) between Mr. Tang Weijiao and Ms. Cao Xiaoya, both residents of West Wenshan Road, Suite 117, Hangzhou, Zhejiang Province, People’s Republic of China ( “Party C”) an Hangzhou Kunjiang Education Technology Co., Ltd., a wholly foreign owned company (“Party A”) and Peng Tuo Information Technology Co., Ltd., a private education company duly established and existing under the law of China (“Party B or “PTIT”), Party A, B and C also referred to herein together as the “parties” and individually as a “Party.”

CONSULTING AGREEMENT
Consulting Agreement • May 21st, 2012 • China Education International, Inc. • Services-business services, nec • Florida

This Consulting Agreement (this “Agreement”) is made and effective as of the 16th day of December 2011, by and between China Education International, Inc. (the “Company”), and Brooke Capital Investments LLC. (“BROOKE”).

Cooperation Agreement
Cooperation Agreement • March 31st, 2011 • USChina Channel Inc • Services-business services, nec

Through friendly consultations, Party A and Party B enter into the following agreement regarding jointly developing a 3D Cartoon names “Colony” (“Colony”).

Call Option Agreement
Option Agreement • January 6th, 2011 • USChina Channel Inc • Services-business services, nec
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