______________________DAY OF __________2003

By and between: CANADA COLLEGE OF EDUCATION (CCE), a duly incorporated company, doing business under the name of: “CANADA COLLEGE OF EDUCATION and College of Clinical Engineering” herein acting and represented by its president, Mr/Mrs. ………,

(Hereinafter referred to as the “LICENSOR”)

The -------------------------------legally incorporated under the Law of Korea, having its head office at ------------------------------, and duly represented by Mr,/Mrs…….. its Chairman.
(Hereinafter referred to as the “LICENSEE”)

WHEREAS the LICENSOR operates in the City of Montreal an establishment providing Educational Programs to students, the whole under the trade name (the “Trade Name”) of “The College of Engineering”, under the charter of Canada College of Education (CCE);

WHEREAS the LICENSOR has developed a unique education system (the “System”) for the provision of Educational Programs to students;

WHEREAS the LICENSEE is desirous of acquiring from the LICENSOR the right and license to operate in the Territory (as this term is hereinafter defined) colleges providing Educational Programs using the Licensor's System and Trade Name, the Whole upon the terms and conditions hereinafter setforth;

WHEREFORE THE PARTIES AGREE AS FOLLOWS:

Preamble
The preamble hereinbefore is true and will form an integral part hereof;

Definitions
Where used herein the following terms shall have the following meanings:
“Educational Programs” refers to the programs that will be provided by the LICENSEE to its students in the Territory through the use of the System;
“Initial Term” means the period commencing upon execution of this agreement and terminating on March 1st 2002
“Licensed Business” means the establishment by the LICENSEE of colleges in the Territory providing the Educational Programs;
“Territory” means the following, namely: Indonesia

Grant of Rights
The LICENSOR hereby grants the LICENSEE the exclusive right during the Initial Term to establish colleges in the Territory using the System developed by CCE.

Initial Fee and Royalty
Initial Fee:
In consideration of the LICENSEE receiving the opportunity to establish the Licensed Business, the LICENSEE shall pay to the LICENSOR, forthwith upon execution of this agreement an initial non-recurring, non-refundable licensing fee in the amount of $XXXX.(NOT REQUIRED in 2003) This initial licensing fee shall be deemed to be fully earned by the LICENSOR when paid and in consideration of the grant by it to the LICENSEE of the opportunity to establish the Licensed Business as herein provided, and the LICENSEE shall not be entitled to a refund of any part thereof, regardless of the date of termination of this agreement; (NOT Required if signed in 2003)
Payable as follows:
1st payment of $XXXX(NOT REQUIRED in 2003) given upon signing of this contract. (NOT Required if signed in 2003)

2nd payment of $XXXX (NOT REQUIRED in 2003) to be paid the same day that registration of students (at the LIICENSEE centre) starts. (NOT Required if signed in 2003)

Continuing Royalty:
In return for the rights and privileges granted to the LICENSEE hereunder, the LICENSEE shall pay to the LICENSOR throughout the Initial Term of this agreement and any renewal thereof a royalty of:
The following20% of all the Gross Income generated by either registration or tuition fees paid by the students in the TERRITORY for the Educational Programs: English as a Second Language, Clinical Engineering, Network Engineering, Software Engineering and any other program developed for the territory with LISENSOR approval. (Depend on the country’s educational needs and the market feasibility studies, the LISENSEE might ask the LISENSOR to offer a new program of studies.) in the College operated by the LICENSEE; said sum to be payable thirty (30) days after the program commences.
For the first year of the Franchise contract and all subsequent years,20% of the gross Income. If the Gross Income generated exceeds 1 Million CDN dollars; both parties shall renegotiate the percentage at a new level.
Advertising
The LICENSEE shall have the right to conduct such advertising and promotion in respect of the Licensed Business, which advertising shall include the use of the Trade Name, as the LICENSEE shall, in its reasonable discretion desire, provided that:

Rules of Advertising
The LICENSEE shall advertise and promote only in a manner that will reflect favorably on the LICENSOR and the LICENSEE, and the Services and the good name, goodwill and reputation thereof;
More particularly, the LICENSEE shall have the right in its advertising to mention that it is affiliated to the LICENSOR and the Trade Name can be used by the LICENSEE in all billboards, publications and on college signs. student's ID cards may also bear the words “affiliated to the College of Engineering – Canada College of Education (CCE)”
The LICENSEE must in all situations respect the integrity of the Logo or any trademark of the LICENSOR. Any changes to the original logo must be approved by the LICENSOR, which should allow any reasonable changes for a better image of the college in the TERRITORY.

LICENSOR’S Duties
The LICENSOR shall:
Object and Schedule
Design and prepare the Course descriptions and the Course outlines in English and forward it to the LICENSEE three months before the school year starts.
For the English as a Second Language (ESL) program: Beginners, Intermediates and Advanced (Level I, II, III)
For the any other program (all courses pertaining to the program), Two months before the program starts.
It is also required that both parties prepare an entry-level examination in English and in Mathematics to ensure standard references for the student's registration in the Computer Programs.
The Final Exams
Prepare the final exams for the Educational Programs (with an objective of insuring a level of difficulty that would average around 73%) and provide the answers to same which exams and the answers to same shall be forwarded to the LICENSEE in ---------, ------- with one of the Licensor's representatives (the “Representative”);
The Academic Advisor Duties & Representative Duties
Provide from Montreal the services of an Academic Advisor who shall be in close contact with a representative of the LICENSEE in ------, ------- all year round. In addition to his periodic guidance, he/she will help update the course material of the Program;
The same individual shall also act as the Representative offering his services to the LICENSEE once a year for a period of seven (7) working days in order to monitor the exam process as well as the grading to be effected by the Licensee's professors. All the travel expenses relating to the Representative’s sojourn in --------, ------------- are assumed by the LICENSEE. The Representative shall be lodged at a 3 star hotel;

Diploma and Records
Issue the following :
To any student of the LICENSEE who has completed a course, a Certificate of Achievement bearing the name “ Canada College of Education, Montreal, Canada”
To any student of the LICENSEE who has successfully passed the examination, a diploma bearing the name “College of Engineering – Canada College of Education (CCE)” signed by the General Director and the Director of Pedagogical Services of the LICENSOR, the whole no later than two (2) months after the student in question has taken and passed his/her examination.
For the purpose of which, the LICENSEE shall provide all the registration information at the starting date of each Program.
Licensee's duties
The LICENSEE shall:
Hardware and Software requirements
Using of Hardware and Software should be approved by CCE before being used at the LICENEE site. In this regards, the LICENSEE should provide an ongoing update of any changes to the LISENCOR.
The College in the Territory is required to give information access to the LICENSOR by sending periodic updates regarding the academic progress of the students of the LICENSEE;
Records Accessibility
Send periodic reports to the LICENSOR , of all of its records in order to ascertain the number of students who register for the Courses;
Trade Name
Neither this agreement nor the operations of the Licensed Business shall in any way give or deemed to give to the LICENSEE any interest in the Trade Name except for the right to use the Trade Name solely in connection with the Licensed Business. The LICENSEE shall not use the Trade Name in any manner calculated to represent that it is the owner of the Trade Name. Neither during the term of this agreement nor at any time after termination hereof shall the LICENSEE, either directly or indirectly, dispute or contest the validity or enforceability of the Trade Name, attempt any registration thereof, or attempt to dilute the value of any goodwill attaching to the Trade Name. Any goodwill associated with the Trade Name shall ensure exclusively to the benefit of the LICENSOR.

Restrictive Covenants and trade secrets
The LICENSEE covenants and agree that, during the Initial Term of this agreement and any renewal period thereof, The LICENSEE shall not in the Territory, without a prior written consent of the LICENSOR, either individually or in partnership or jointly or in conjunction with any person, firm, association, syndicate or corporation, as principal agent, shareholder or in any manner whatsoever, carry on or be engaged in or be concerned with or interested in or advise, lend money to, guarantee the debts or obligations of or permit their names or any part thereof to be used or employed in any business operating in competition with or similar to the Licensed Business.
The LICENSEE covenants and agrees that, during the Initial Term of this Agreement and in any renewal period thereof and for an extra period of two (2) years thereafter, that he shall keep in confidence all proprietary, confidential or trade secret information of the LICENSOR.
Renewal
The present agreement shall automatically be renewed for further periods of one (1) year at the same terms and conditions unless the royalty paid to the LICENSOR during any given year starting with the year ending the March 31st of 2003 is less than Twenty Thousand Dollars Cdn (20 000$), in which case the LICENSOR shall have the right not to renew the term of this agreement.
Termination
The LICENSEE shall have thirty (30) days after receipt from the LICENSOR of a written notice to remedy any default hereunder. If any such default is not cured within that time, the LICENSOR may at its option, terminate this agreement and all rights granted hereunder effective immediately upon the date of receipt by the LICENSEE of a written notice of termination.
Upon termination or other expiration of this agreement:
The LICENSEE shall promptly pay all sums due and owing to the LICENSOR;
The LICENSEE shall cease holding itself out as having any rights under this agreement; and
The LICENSEE shall immediately cease using the Trade Name in connection with the Licensed Business;
Assignment
The LICENSOR shall be entitled to assign his rights and obligations pursuant to this agreement to a third party controller by the same shareholders as the LICENSOR.
Entire Agreement
This agreement contains the entire agreement between the parties with respect to the subject matter hereof and there are no covenants, undertakings or understandings, oral or written except as herein set forth. The terms and provisions of this agreement shall not be altered or modified, except by writing signed by the parties.
Annexed to this contract is the original copy of the Power of Attorney, by which Mr.XXX, authorizes Mr. XXXX to act in lieu and place here in Canada.
Governing Law
This agreement shall be governed and interpreted and construed in accordance with the laws of the Province of Quebec and the parties attorn to the exclusive jurisdiction of the Courts of the Province of Quebec, Canada.

Language
The parties have requested that his agreement be drawn in English. Les parties aux présentes déclarent qu'elles ont exigé que le présent contrat soit rédigé en anglais.

AND THE PARTIES HAVE SIGNED AT THE DATE AND PLACE HEREINBEFORE MENTIONED.

Canada College of Education (CCE) XXXXXXXXXXXXXXXXXXXXXX
By : by :
__________________________ _______________________________

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