unityone_10a1-ex1001.htm


    EXHIBIT
10.1

     

    


    MANAGEMENT
SERVICE AGREEMENT

    


    


    


    Between

    


    


    CANADIAN
LEARNING SYSTEMS CORPORATION

    


    


    and

    


    


    SINO-CANADA
HIGH SCHOOL

    


    


     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    THIS
AGREEMENT is dated the
January 1st,
2008.

    


    BETWEEN:

    


    
      	
              (1)

            	
              Canadian
      Learning Systems Corporation, a private company with limited liability
      incorporated in the British Virgin Islands (Company Number: 567633 and
      have its office at Room 2101, Silver Tower, No. 933, West Zhongshan Road,
      Shanghai, 200051, People’s Republic of China (hereinafter “CLSC”);
    and

            


    

    


    
      	
              (2)

            	
              Sino-Canada
      High School is a fully certified Canadian Offshore High School in China,
      located at No. 1, Lian Nan Road, Lu Xu Town, Wujing, Suzhou, Jiangsu
      (hereinafter “SCHS”).

            


    

    


    
      	
               
      

            	
              WHEREAS:-

            


    

    


    
      	
              (1)

            	
              SCHS
      provides dual diploma and dual curriculums of Canada and Chinese high
      school education service to both Chinese and international students in
      China.

            


    

    


    
      	
              (2)

            	
              CLSC
      provides education management service to
SCHS.

            


    

     

    
      	
               
      

            	
              NOW
      IT IS HEREBY AGREED AS FOLLOWS:-

            


    

    


    
      	
              1.

            	
              Education
      Management Service

            


    

    


    
      	
              1.1

            	
              CLSC
      agrees to provide the education management service to SCHS, while SCHS
      agrees CLSC is the exclusive management service provider to SCHS. The
      education management service includes but not limited
  to:

            


    

    


    
      	
               
      

            	
              1.1.1

            	
              Coordinate
      with assigned supervisor from Ministry of Education, British Columbia,
      Canada for business issues related to
SCHS;

            


    

    


    
      	
               
      

            	
              1.1.2

            	
              Train
      Chinese teachers in aspects of English literature and
    culture;

            


    

    


    
      	
               
      

            	
              1.1.3

            	
              Interview
      foreign teachers for SCHS whenever it may
need;

            


    

    


    
      	
               
      

            	
              1.1.4

            	
              Apply
      with Canadian ministry of education for awarding diploma to SCHS’s
      graduating students upon they have earned required credits,
      etc.;

            


    

    


    
      	
               
      

            	
              1.1.5

            	
              Provide
      overseas expense management service in terms of operating expenses,
      communications, business travel and staff compensation,
    etc.;

            


    

    


    
      	
               
      

            	
              1.1.6

            	
              Tutor
      SCHS’s graduating students in terms of application for admission to
      overseas universities and provide every possible service in the
      process;

            


    

    


    
      	
               
      

            	
              1.1.7

            	
              Provide
      services related to student exchange program for
  SCHS.

            


    

    


    
      
        	
                2.

              	
                Compensation
      for Services

              


      



    
      	
              2.1

            	
              SCHS
      shall pay CLSC a management fee which
includes:

            


    

    


    (1)
Management fee (A) which is calculated based on total number of students on
campus at the end of service period at unit price of Rmb2,800 per student per
month for the period ended September 30, 2008;

    


    (2)
Management fee (B) for other services provided by CLSC as described in the
Clause 1.1 which is calculated based on an annual fixed amount of Rmb360,000
amortized over 12 month period plus a floating amount calculated at unit price
of Rmb190 per student per month for the period ended September 30,
2008.

    


    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    (3) The
Management fee (A) and Management fee (B) is subject to review next
quarter.

    


    (4) The
Management fee (A) and Management fee (B) are due on demand.

    


    
      
        
          	
                  2.2

                	
                  Any
      expense that is paid through CLSC on behalf of SCHS, SCHS shall reimburse
      CLSC the same
amount.

                


        

      

       

    

    
      
        	
                3.

              	
                Governing
      Law

              


      



    This
Agreement and, unless expressly provided therein, shall be governed by and
construed and interpreted in accordance with the laws of the Hong Kong Special
Administrative Region.

    


    
      	
              4.

            	
              Amendments

            


    

    


    
      	
               
      

            	
              This
      term of this Agreement may be renegotiated and amended upon mutually
      agreed by both parties. Upon then, new Agreement shall be entered to
      replace this Agreement.

            


    

    


    
      	
              5.

            	
              Execution

            


    

    


    
      	
               
      

            	
              This
      Agreement will be effective immediately upon duly signed by both
      parties.

            


    

    


    IN WITNESS whereof this
Agreement has been duly executed by all parties hereto the day and year first
above written.

    


    


    


    
      	
              SIGNED
      by

              for
      and on behalf of Canadian Learning Systems Corporation:

            	 
      


    

    


    


    


    
      	
              SEALED
      WITH THE COMMON SEAL

              of
      Sino-Canada High School:

            	 
      


    

     

     

     

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