Information for which confidential treatment has been requested is omitted and is noted with "+++." An
unredacted version of this document has been filed with the SEC.
MASTER SERVICES AGREEMENT
This MASTER SERVICES AGREEMENT ("Agreement") is entered into and effective as of May 16, 2003, by
and between (CHINESE CHARACTERS) MICROSOFT (CHINA) CO., LTD. ("MCCL"), a Chinese
corporation having its principal place of business at 6F, Beijing Sigma Center, No. 49, Zhichun Road, Haidian
District, Beijing 100080,
P.R.C., and (CHINESE CHARACTERS) ATA TESTING AUTHORITY, BEIJING CO., LTD. ("ATA"), a
Chinese corporation located Bei Hai Wan Tai Building Room 707, No.6 North Chao Yang Men Street, Beijing
A. MCCL has obtained proper authorization with regard to certain courseware and exams, and has been
authorized to use such courseware and exams to educate and test end users' skill levels in various areas through
its Microsoft Official Curriculum and Microsoft Certified Professional (MCP) Program.
B. ATA has been appointed by the Ministry of Education ("MOE") to assist in implementation of MOE
Polytechnic Program (FYB011449), including curriculum planning and distribution, school recruitment and
marketing, exam delivery and related services at test centers in China.
C. ATA wishes to be licensed by MCCL for Microsoft courseware and exams and support the MOE
Polytechnic Program, which is the degree program registered by the Polytechnics Division of the Ministry of
Education and the students eligible under this Agreement (including the relevant Exhibits attached hereto) shall be
the fulltime students of the MOE Polytechnic Program.
D. MCCL wishes to engage ATA to deliver Microsoft's curriculum and tests to students enrolled in the MOE
Polytechnic Program through ATA's network of secure testing centers.
In consideration of the covenants and conditions set forth below, the adequacy of which is agreed to and hereby
acknowledged, the parties agree as follows: