PARENT CONFIDENTIALITY AGREEMENT

  In connection with mine or my child's participation in the Blue Sky eSchool Corporation (the "Company") Chinese language classes (the "Classes"), the Classes will be furnishing me with certain information and materials of a non-public, confidential, or proprietary nature including, but not limited to, all information, whether verbal or written, disclosed by the Classes to me and relating to the Company teaching system, strategies, research and development including, without limitation, trade secrets, research and development materials, teaching methods, research methods, and behavioral methodology. Such information and materials, in whole or in part, together with analyses, compilations, studies or other documents or materials prepared by me which contain or otherwise reflect or are generated from such information and my participation in the Classes, is hereinafter referred to as the "Information" provided, however, that "Information" shall not include information that (a) is or becomes generally available to the public other than as a result of a disclosure by me, (b) is or becomes available to me on a non-confidential basis from a source other than the Classes which is not bound by a duty of confidentiality to Company or his successors or assigns, (c) is independently developed by me solely from publicly available information, or (d) is disclosed pursuant to an order or requirement of a court, government administrative agency or other governmental body.  In consideration of the Classes furnishing me with the Information, I agree that:  

        1.    Confidentiality. I shall use best efforts to keep the Information confidential and the Information shall not, without the prior written consent of the Company, be disclosed by me and shall not be used by me other than for the purposes of the language learning classes.

       2.    No License Granted.  Neither the execution and delivery of this Agreement nor the furnishing of any Information by Company shall be construed as granting to me either expressly, by implication, estoppel or otherwise, any license under any invention, patent, trademark, or copyright now or hereafter owned or controlled by Company.

        3.    No Representations; No Warranties. Although I understand that the Company has included or will include in the Information certain data that it believes to be relevant for the  purpose of the Classes, the Company is not making any representation or warranty as to its accuracy or completeness.  

       4.    Non-Competition. I agree that no Information regarding the Company will be used by me in any manner which might be construed by the Company to be competitive with or detrimental to its existing or projected business operations. I further agree that I will not hire directly or indirectly, in any form, any teacher from the Company for a period of two (2) years after I terminate my relationship with the Company.  

        5.    Irreparable Harm. I acknowledge that the injury which would be suffered by the Company in the event of any breach of my obligations hereunder would be of a nature which could not be fully compensated for solely by a recovery of monetary damages, and accordingly agree that in the event of any breach or threatened breach of any of my obligations hereunder, in addition to and not in lieu of any damages sustained by the Company and any other remedies which the Company may pursue hereunder or under applicable law, the Company shall have the right to equitable relief, including issuance of a temporary restraining order, preliminary injunction and/or permanent injunction by any court of competent jurisdiction, against the commission or continuation of such breach or threatened breach, without the necessity of proving any actual damages or the posting of any bond.  

       6.    Term. This Agreement shall terminate two (2) years after the termination of my relationship with the Company.  

       7.    Governing Law; Venue; No Modifications. This Agreement shall be governed as to validity, construction, and performance by the internal laws of the State of Connecticut, without regard to principles of conflict of laws. No modification or addition to any provision of this letter Agreement shall be binding unless approved in writing and signed by an officer of the Company. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in the State of Connecticut, County of Fairfield. I agree exclusively and irrevocably to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

        8.    Interpretation. This agreement shall be read with such changes in gender or number as the context shall require. The insertion of headings is for convenience only and shall not be used in interpreting this agreement. For the avoidance of doubt, "me" or "I" shall mean the undersigned.

       9.    Severability. If any provision of this agreement shall be or become illegal or unenforceable in whole or in part, the remaining provisions shall nevertheless be valid, binding and subsisting.

        10.  No Waivers or Modifications. No provision of this Agreement may be amended, modified, waived or discharged unless such amendment, modification, waiver or discharge is agreed to in writing signed by me and on behalf of Company by Chuan Gao. No waiver by either party at any time of any breach by the other party of or compliance with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, have been made by either party which are not set forth expressly in this Agreement. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of New York applicable to agreements made and to be performed in such State.