1) Location

The subject land is located within Phnom Penh, Cambodia. It is sited at the junction of Phlau V 142 and extension of V. Samdach Sangkhak Neayoksrel.

2) Property Description

The subject land is a vacant plot. It has dual road frontages and has been filled up, leveled and ready for development.

3) Proposal

To jointly develop the subject land under the following terms :-

(a) Development Concept

The intending party must develop the subject land with a commercial building with provisions for hotel, retail space, office space & multi-story car park or other alternative development concept as subsequently agreed by both parties.

(b) Consideration of Land Owner

To lease the subject land to the intending party at a total leased amount of USD10,709,784 payable by installments as per provision outlined in item 6 (terms of lease of land).

(c) Consideration of Intending Party

To develop the proposed development at its own efforts, financing, capital, cost expenses, charges, stamp duty etc. The intending party shall then occupy the building until the expiration
of the lease.

4) Up-Front Payment

Over and above the rental deposit, advance rental and monthly rental payment, as outlined in item six (6) hereinafter, the intending party shall pay an up-front payment of USD2,200,000.00 (USD Two Million and Two Hundred Thousand Only).

5) Terms of Lease of Land

To lease the land at the following terms:

(a) Lease Deposit

7 days before signing of agreement Lessee shall deposit to account of   the Municipality of Phnom Penh:

USD207,012   (Treated as rental payment for year 70)

(b) Rental Payment

i. Construction Period (3 years)

* Advanced rental for 12 months : USD28,800

Monthly rental for 24 months : USD2,400 x 24 = USD57,600

USD86,400

ii. Sixty Seven Year Post Construction Period Payment Schedule