unitone_10q-ex1003.htm


    Exhibit
10.3

     

    
      


      


      


      MANAGEMENT
SERVICE AGREEMENT

      


      


      


      


      


      Between

      


      


      CANADIAN
LEARNING SYSTEMS CORPORATION

      


      


      and

      


      


      SINO-CANADA
HIGH SCHOOL

      


      


      


      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      


      


      THIS
AGREEMENT is dated the
January 1st,
2009.

      


      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 toSCHS’s
      graduating students upon they have earned required credits,
      etc.;

              


      

      


      
        	
                1.1.5  

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

              


      

      


      
        	
                1.1.6  

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

              


      

      


      
        	
                1.1.7  

              	
                Provide
      services related to student exchange program for
  SCHS.

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      
 

      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 Rmb1,400 per student per
month for the period ended March 31, 2009;

      


      (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 Rmb480,000
amortized over 12 month period plus a floating amount calculated at unit price
of Rmb110 per student per month for the period ended March 31,
2009.

      


      (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 shallreimburse 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.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

       

      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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