Moose

TRANSLATION FROM SPANISH INTERNATIONAL LETTER OF AGREEMENT THE AMERICAN SCHOOL FOUNDATION, A.C., (the “School”) hereby agrees to hire _Bruce D. Taylor__ (the “Professor”), who agrees to perform professional duties and obligations towards the School, subject to the following conditions: 1. Professor’s Name: Bruce D. Taylor (print name as appears in passport) 2. Nationality and passport’s number: USA CITIZEN/ PASSPORT NO. 3. PLACE OF EMPLOYMENT: The American School Foundation, A.C. Bondojito #215 Col. Las Américas 01120 México, D.F.

4. POST: Upper School/Middle School Band Teacher 5.

TERM

OF

AGREEMENT:

August

2009

-

June

2011

THE AMERICAN SCHOOL FOUNDATION, A.C., addressed at Bondojito #215, Colonia Las Américas, Mexico, D.F, hereby agrees to hire the Professor and request and obtain a nonimmigrant visa for labor purposes, whose costs and expenses will be borne by the School. However, if for any reason the Professor breaches or violates the 2-year agreement, he/she shall reimburse to the School the proportional share of the legal fees and costs arising from obtaining the required documents authorizing him/her to work. Any renewal of said documents shall be borne by the School. If Professor needs to leave within the first quarter following the renewal of the document, any cost arising from said renewal shall be borne by the Professor. The reimbursement renewal (sic) may be waived, provided that an agreement is reached with management office prior to the date on which the job concludes. The professors that had entered into an agreement with the School are placed on a hiring salary chart based on skills, attitude, education and experience. Any professor that joins the School with a prior experience shall be credited with one level for each full working year, applied without exceeding a total of 6 years. The total monthly compensation is calculated based on a taxable basic monthly salary, corresponding to the hiring

1

salary chart, and the monthly food coupons and savings fund, both of which are tax free. The official salary chart for professors during the academic year 20092010 shall depend on the verification of official documentation. 1 Verification of documentation is completed once the same is officially received by the Human Resources Office. Professors that have no equivalency of US grades need to obtain the equivalency duly apostilled in order to justify the placement of the initial salary.

1

HIRING CONDITIONS In addition to the basic salary, the Professor shall receive food coupons and participate in a savings fund. TOTAL MONTHLY COMPENSATION (Mexican pesos). BASIC MONTHLY SALARY (SUBJECT TO TAXES) SAVINGS FUND FOOD COUPONS TOTAL MONTHLY AMOUNT

$ 31,552.52 $ 2,166.00 $ 1,666.00 $ 35,384.52

The salary is denominated in Mexican pesos and paid during a 12-month period. Payments are made to Professors on a fortnightly basis. A Performance Management Plan shall determine the salary rise upon completion of the first working year (see the School’s Manual for further details). If the Professor earlier leaves the School before the expiration of the term hereof, the aforementioned compensation and benefits shall cease on the last working day of the Professor. If the Professor earlier leaves the School before the second anniversary hereof, any expenses incurred in obtaining the migratory documentation shall be proportionally discounted from the respective settlement of accounts (e.g., if the Professor leaves after the first anniversary hereof, an amount equal to 50% of the expenses incurred in obtaining the migratory documentation shall be discounted to the Professor). The aforementioned compensation is subject to taxes, depending on the salary’s level. The corresponding quotas charged by the Mexican Institute of Social Security shall be deducted to Professor in addition to the income tax. 2

Both parties agree that the services to be provided by the Professor imply that Professor shall impart courses during 2 academic year. Each academic year shall start not earlier than August the 1st and end no later than June 30th, provided that changes may occur depending on the school calendar established by the Ministry of Public Education. The period corresponding to the summer vacations is paid at the end of the academic year, based on the regulation of the payment periods, while the monthly salary is to be paid on a fortnightly basis, unless Professor leaves his/her post, in which case payments shall cease on the date on which he/she leaves. During a working period shorter than a full academic year, the professors receive an amount proportionally allocated in respect of the payment for the summer period and benefits. For this purpose, the term “full academic year” means a 10-month teaching period and preschool workshops. A Professor that fails to work within a full academic year is entitled to the proportional share of the summer payment. All the professors must meet the SACS standards set forth in Exhibit A. Family members include the spouse/life partner and the children younger than 18 years-old set forth in Exhibit B attached hereto. A petition to include family members after the execution date hereof shall be made to the Human Resources Director. Petitions are generally granted upon occurrence of a marriage, birth or adoption only. All new professors need to attend the orientation program from August 3 to August 12, before the commencement of the regular academic year. A taxable compensation in the amount of _$6,750.00__________ Mexican pesos shall be paid during the orientation period. A net after taxes amount equivalent to __$ 500.00___________ US dollars shall be paid for arrival and transportation costs. In the first month, a taxable rent aid in an amount equivalent to __________$ 1,000.00_______ US dollars, which is to be paid during the orientation program and the salary will be paid as of August 29th. The first payment shall be made on August 29th. Air transportation aid shall be paid in a net after taxes amount equivalent to________________$ 750____________ US dollars during October. If the Professor leaves the job before the termination of the agreement, any compensation and benefit shall cease on the last working day of the Professor.

3

The job subject matter hereof may be extended up to three years. If a Professor continues working at the School during a 6-year period, the international hiring status shall become a domestic hiring and the benefits related to rent aid, air transportation aid, and international medical insurance shall no longer accrue, provided that the latter shall become a domestic coverage. Professors must comply with Mexican laws and abide by the general policies and procedures of the School, promoting the support and attendance to the activities thereof. The School reserves the right to make and/or change working assignment, depending on the needs of the School from time to time. A working assignment may include any additional task deemed necessary by the corresponding authority of the School in order to perform the required duties in properly operating the School. If a Professor faces legal problems in Mexico during the term of the agreement, the Professor shall consult the School’s attorney before bringing any claim or lawsuit, or even seeking for other legal advice. If the Mexican authorities reject the petition for issuing the migratory working documents of the Professor, this letter of agreement shall be null and void. This letter of agreement was prepared based on the hiring salary chart for academic year 2009__ - 2010__ approved by the Board of Trustees. An agreement in the Spanish language shall be executed for legal purposes once the nonimmigrant visa is obtained for labor purposes (FM3). It is understood that the Professor agrees to provide the necessary documentation to obtain the nonimmigrant visa for labor purposes as well as any documentation necessary to create his/her personal file within a period of six weeks from the execution date hereof, provided that if Professor fails to do so, this letter of agreement shall be null and void. Courier expenses shall be reimbursed when paying the salary, as an extraordinary expense, upon submission of the respective invoices to the Human Resources Office by the Professor. To the extent possible, the Professor shall pick up the nonimmigrant visas for himself/herself and his/her family members at the closest Mexican consulate. Any expenses arising from the issuance of nonimmigrant visas shall be reimbursed when paying the salary, as an extraordinary expense, upon submission of the respective invoices to the Human Resources Office by the Professor. 4

Upon commencement of the academic year, the Professor’s family members shall refrain from making international trips until their migratory documents are filed with the Foreigner National Registry. Fulfillment of this requirement depends on the timely provision of the required documentation. Trips are usually possible after six weeks. All of this depends on the Mexican government. Emergency travels may be made with the prior consent of the Principal. Professor is responsible for obtaining the correct seals from migratory authorities on the passports or nonimmigrant visas when entering or leaving the country. Any failure to do so shall give rise to the payment of the respective fines by the Professor. Professor is responsible for returning his/her passport and migratory documents to the Human Resources Office, as well as evidence of his/her current address, within a 30-day period before the expiration of the migratory documents in order to avoid the imposition of fines. Any failure to do so shall give rise to the payment of the respective fines by the Professor. Any change of address, post within the School, and marital status must be informed to the Immigration Institute within a 30-day period from the occurrence thereof. Any failure to do so shall give rise to the payment of the respective fines by the Professor. Upon termination of the agreement, the Professor shall be responsible for returning the working documentation to the School. The agreement may be terminated if the assignee’s behavior endangers the students of the School or is deemed inappropriate for either a professor or an academic institution. MEDICAL INSURANCE Insurance made available by the School is provided by a Mexican insurance company. Basic coverage amounts to three million pesos ($ 3’000,000.00) approximately. Our program offers the possibility to cover most of the preexisting conditions, excluding congenital conditions and homophile. MEXICAN LIFE INSURANCE BASED ON A 24-MONTH BASIC SALARY Professor is entitled to a life insurance policy equivalent to 24-month basic salary, which applies should Professor die due to natural causes.

5

CHRISTMAS BONUS EQUIVALENT TO 20 DAYS OF BASIC SALARY (1ST YEAR ALLOCATED PROPORTIONALLY) In Mexico professors are entitled to receive a Christmas bonus, payable no later than December 20th. A Professor that has worked during the entire calendar year, from January to December, is entitled to receive a bonus equivalent to twenty (20) days of basic salary. A Professor that starts to work in August is entitled to the proportional share of the 20-day bonus, from the date on which his/her working documents are accepted. If a Professor leaves in June, he/she shall also be entitled to receive a proportional share of the 20-day bonus. VACATION BONUS In Mexico, all professors are further entitled to receive a vacation bonus payable in the Spring. A Professor that has worked during the entire calendar year, from March to February, is entitled to receive an additional bonus equivalent to five (5) days. A Professor that starts to work in August is entitled to the proportional share of the 5-day bonus, from the date on which his/her working documents are accepted. If a Professor leaves in June, he/she shall also be entitled to receive a proportional share of the 5day bonus. SUBSIDIZED SPANISH AND ENGLISH COURSES ON THE CAMPUS The School offers subsidized English and Spanish courses for all professors. Classes take place after the scholar program, starting in early September. SPORT FACILITIES AND RECREATIONAL ACTIVITIES The professors of the School and their family members are entitled to use the sport premises of the School and participate in the recreational program. SOCIAL SECURITY COVERAGE FROM THE MEXICAN GOVERNMENT The Mexican government requires all professors and employers to participate in its social security system. The Professor and the School pay a monthly quota that enables Professor to receive medical care, hospital services and other general services controlled by the Mexican government.

6

The Professor hereby agrees that he/she has read and understands this Letter of Agreement, and that no promises or agreements have been made, other than those contained herein, and that this Letter of Agreement shall be governed by the applicable laws of Mexico.

THE AMERICAN SCHOOL FOUNDATION, A.C.

_________________________ Elisa Penela Director of Human Resources

____________________________

Bruce D. Taylor

Teacher’s signature exactly as signed in his/her passport

Date: June 18th, 2009

7

ANNEX A SACS STANDARDS FOR TEACHERS The employee meets the Southern Association of Colleges and Schools Standard 6 for teachers in American-International Schools if :  He/She has an earned bachelor’s degree that includes 12 semester hours of professional education (as part of, or in addition to the degree) from an institution recognized by a U.S. regional accrediting agency o Professional personnel who do not hold the required degree or have not earned the specified credits must be actively enrolled in a program that leads to meeting the requirement within three years. Active enrollment means earning at least six semester hours of credit per academic year o Professional personnel who have training or experience that might be equivalent to the specified credits may request with justification that the Committee on Latin American Schools accept such training or experience in lieu of all or part of the requirement o He/She has a college major (at least 24 semester hours) in their assigned field o Local or host country professional personnel that meet the qualifications for certification or licensing by the host country in which employed are considered in compliance with the standard o Professional personnel who do not hold the required degree or have not earned the specified credits must be actively enrolled in a program that leads to meeting the requirement within three years o Active enrollment means earning at least six semester hours of credit per academic year. Instructional personnel must have earned at least 12 semester hours of credit in subjects taught less than a major portion of the day  All professional personnel must earn at least six semester hours of credit or the equivalent during each five years of employment o Six semester hours of credit is equivalent to 120 clock hours of participation in professional development activities, e.g., workshops, seminars, conferences; and peer review team visits. THE AMERICAN SCHOOL FOUNDATION, A.C.

_________________________ Elisa Penela Director of Human Resources

____________________________ Teacher’s signature exactly as signed in his/her passport

th

Date: June 18 , 2009

8