f8k0801_x108-riic.htm


    Exhibit 10.08

     

    MEMORANDUM
      OF
      AGREEMENT

    


    This
      agreement is made by and between:

    


    
      	
              1.  

            	
              Royal
                Invest International Corporation a publicly traded corporation trading
                on
                the Over the Counter (“OTC”) under the symbol RIIC, incorporated in the
                United States of America in the State of Delaware with its registered
                office located at 980 Post Road East, 2nd. floor, Westport, Connecticut
                06990, USA, and/or Royal Invest Europe B.V both legally and separately
                represented by Royal Invest International Corporations’s CEO Mr. Jerry
                Gruenbaum hereafter referred to as
“BUYER”

            


    

    


    
      	
              2.  

            	
              Muermans
                Vastgoed 46 b.v., registered at the Chamber of Commerce number
                13042275,  Oude Borgstraat 12 6049 CT Herten, PO Box 124, 6040
                AC Roermond, in The Netherlands, legally represented by Henricus
                Johannes
                Wilhelmus Muermans. Hereafter referred to as
                “SELLER”

            


    

    


    For
      purposes of this agreement BUYER and SELLER are collectively referred to as
      “PARTIES” and individually referred to as a “PARTY”.

    


    Whereas:

    


    
      	
              1.  

            	
              Parties
                desire to confirm the intermediate outcome of the negotiations which
                have
                taken place from January 2007 till to date by means of this agreement;
                and

            


    

    


    
      	
              2.  

            	
              Parties
                reached verbal agreement as per March 13, 2007 on the sale and purchase
                of
                the office property and accompanying premises, parking area located
                at the
                Schepersmaat 4, 9405 TA Assen , Netherlands, registered at Assen
                under
                section R number 716 large 34.756 m2 including area number 696 large
                4.588
                m2. Hereby called the “PROPERTY”. The terms of this agreement have been
                revised and updated due to the outcome of due diligence reviews and
                legal
                research.

            


    

    


    
      	
              3.  

            	
              This
                Memorandum of Agreement replaces all former documents signed by
                Parties.

            


    

    


    


    Therefore:

    


    In
      consideration of the potential undertakings and future covenants set forth
      in
      this agreement “PARTIES” agree as follows.

    


    
      	
              1.  

            	
              The
                “BUYER” will acquire the “PROPERTY” for the amount of 24.311.000 Euro
                (twenty-two-million-five-hundred-thousand) excluding transfer costs.
                Transfer costs are to be paid for by the “BUYER”.  This
                transaction will be confirmed by “PARTIES” by means of a formal purchase
                agreement.  The terms of the agreed acquisition will be more
                particularly set forth in one or more purchase agreements and one
                or more
                definitive agreements (collectively the definitive agreements) to
                be
                mutually agreed upon by the “PARTIES”. Under the condition of due
                diligence and at the discretion of BUYER, the PROPERTY can also be
                purchased through the purchase of the shares in a corporation which
                fully
                owns the PROPERTY. SELLER will guarantee the gross rental income
                to an
                amount of at least € 2.000.000 per year for a periode of two years upon
                the moment of the final
                acquisition.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              2.  

            	
              The
                BUYER intends to fund the purchase by obtaining a bank loan of at
                least €
                19.000.000 (nineteen million euro).  The remainder of the
                purchase price but limited to an amount of € 3.055.213 will be paid in
                shares of the BUYER’s company common stock delivered in certificates
                bearing seller’s or designated names with a lock-up period of 24 months
                upon issue at an agreed share price of 0.2078 US
                Dollar.

            


    

    


    
      	
              3.  

            	
              Separate
                from article 1 and 2 above, the SELLER or a group company of SELLER
                agreed
                to purchase for an amount of $ 500.000 in BUYERS’ company common stock at
                an agreed price of $ 0.10 per share. SELLER transferred in total
€ 350.000
                in two installments of € 175.000  (one hundred and seventy five
                thousand) each  as per June 30th, 2007 the latest. These
                aforementioned amounts were transferred into the ABN Amro euro-account
                of
                Stichting Fondsenbeheer Statenconsult 54.14.17.517 in Amsterdam.
                These
                shares were issued in the name of a group company of SELLER and delivered
                to this party on June 5th, 2007.

            


    

    


    
      	
              4.  

            	
              The
                parties will negotiate the terms and begin preparation of the Definitive
                Agreements that will govern all the above mentioned agreed items.
                To the
                extent appropriate for transactions of this type and size, the Definitive
                Agreements will contain but not limited to customary representations,
                warranties, covenants, indemnities and other agreements of the parties.
                Parties have already reached agreement that instead of the delivery
                of the
                property directly, BUYER through its subsidiary Royal Invest Europe
                B.V.
                acquires 30% in Muermans Vastgoed 46 B.V. which shares are to be
                converted
                into (all) common shares. The remainder (70%) of outstanding shares
                (to
                the former shareholders) to be converted into preferred shares only
                entitled to a fixed percentage for dividend distributions based on
                its
                nominal value. The common shares thus represent the total Nett Asset
                Value
                of Muermans Vastgoed 46 B.V. – which has been set on € 13.495.755 ($
                18.354.227) based on a balance sheet dated March 31st, 2007 still
                under
                audit review. The BUYER will have the obligation to refinance the
                current
                (mortgage) loans taken up by Muermans Vastgoed 46
                B.V.

            


    

    


    
      	
              5.  

            	
              The
                Definitive Agreements shall include customary conditions precedent
                generally applicable to an acquisition of the nature and size of
                the
                transactions contemplated by this Agreement, each of which must be
                satisfied prior to the consummation of the transactions contemplated
                thereby. In general, the closing of the proposed acquisition and
                the
                obligations of each party under the Definitive Agreements will be
                subject
                to the satisfaction of the conditions precedent, which shall include
                but
                not be limited to:

            


    

    


    
      	
              (a)  

            	
              Satisfactory
                Results of Due
                Diligence

            


    

    


    The
      satisfactory completion of due diligence investigation and acquisition audit
      by
      BUYER (as provided in paragraph 6) showing that the assets of SELLER and any
      actual or contingent liabilities against those assets, and the prospective
      business operations by SELLER or SELLER’s business are substantially the same as
      currently understood by BUYER as of the date of this Agreement (determined
      without regard to any documents which BUYER or any party may have previously
      delivered to BUYER).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (b)  

            	
              Compliance

            


    

    


    Satisfactory
      determination that the acquisition and prospective business operations by BUYER
      of SELLER’s business will comply with all applicable laws and regulations,
      including antitrust and competition laws.

    


    
      	
              (c)  

            	
              Consents
                and
                Approvals

            


    

    


    The
      approval and consent of the Definitive Agreements by the respective Boards
      of
      BUYER and SELLER and the receipt of the consents and approvals from all
      governmental entities, utility providers, railways, material vendors, lenders,
      landlords, customers, and other parties which are necessary or appropriate
      to
      the acquisition of  the prospective business operation by BUYER, and
      the receipt of all necessary governmental approvals including the expiration
      or
      termination of all required waiting periods.

    


    
      	
              (d)  

            	
              Absence
                of Material Litigation
                or Adverse Change

            


    

    


    There
      must be no pending or threatened material claims or litigation involving SELLER,
      and no material adverse change in the business prospects of BUYER operating
      SELLER’s business.

    


    
      	
              (e)  

            	
              Delivery
                of Legal
                Opinions

            


    

    


    Customary
      legal opinions must be delivered, the content of which shall be mutually agreed
      upon.

    


    
      	
              6.  

            	
              From
                the date of acceptance by the parties of the terms of this Agreement,
                until the negotiations are terminated as provided in paragraph 11
                of this
                Agreement, SELLER will give BUYER and BUYER’s management personnel, legal
                counsel, accountants, and technical and financial advisors, full
                access
                and opportunity to inspect, investigate and audit the books, records,
                contracts, and other documents of SELLER as it relates to SELLER’s
                business and all of SELLER’s assets and liabilities (actual or
                contingent), including, without limitation, inspecting SELLER’s property
                and conducting additional environmental inspections of property and
                reviewing financial records, contracts, operating plans, and other
                business records, for the purposes of evaluating issues related to
                the
                operation of SELLER’s business. SELLER further agrees to provide BUYER
                with such additional information as may be reasonably requested pertaining
                to SELLER’s business and assets to the extent reasonably necessary to
                complete the Definitive Agreements.

            


    

    


    
      	
              7.  

            	
              By
                their signature below, each party agrees to keep in strict confidence
                all
                information regarding the terms of the proposed acquisition of the
                Operations, except to the extent BUYER must disclose information
                to
                lenders and equity partners to obtain financing. If this proposal
                is
                terminated as provided in paragraph 10, each party upon request will
                promptly return to the other party all documents, contracts, records,
                or
                other information received by it that disclose or embody confidential
                information of the other party. BUYER agrees to keep all material
                and
                information provided to it, under paragraph five above, confidential
                and
                to promptly return the same to SELLER upon termination of this Agreement.
                The provisions of this paragraph shall survive termination of the
                agreements set forth in paragraphs
                6-11.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              8.  

            	
              No
                party will make any public disclosure or issue any press releases
                pertaining to the existence of this Agreement or to the proposed
                acquisition and sale between the parties without having first obtained
                the
                consent of the other parties, except for communications with employees,
                customers, suppliers, governmental agencies, and other groups as
                may be
                legally required or necessary or appropriate (i.e., any securities
                filings
                or notices), and which are not inconsistent with the prompt consummation
                of the transactions contemplated in this Agreement. The provisions
                of this
                paragraph shall survive termination of the agreements set forth in
                paragraphs 6-11.

            


    

    


    
      	
              9.  

            	
              Except
                for breach of any confidentiality provisions hereof, no party to
                this
                Agreement shall have any liability to any other party for any liabilities,
                losses, damages (whether special, incidental or consequential), costs,
                or
                expenses incurred by the party in the event the negotiations among
                the
                parties are terminated as provided in paragraph 8. Except to the
                extent
                otherwise provided in any Definitive Agreement entered into by the
                parties, each party shall be solely responsible for its own expenses,
                legal fees and consulting fees related to the negotiations described
                in
                this Agreement, whether or not any of the transactions contemplated
                in
                this Agreement are consummated.

            


    

    


    
      	
              10.  

            	
              This
                Agreement assumes the Parties to sign the intended Definitive Agreements
                based on the results of previous negotiations and the previous good
                constructive talks no later than on August 31st, 2007. The negotiations
                shall only fail if a confident cooperation can no longer be ensured.
                Such
                a situation may not be caused intentionally by any of the Parties.
                The
                Parties do have the intention to sign the intended Definitive Agreements.
                The failure of the negotiations shall be announced in writing by
                a Party
                who shall also specify the reasons. This Party shall be entitled
                to
                convene a new negotiation meeting within two weeks in order to eliminate
                the grounds for failure and/or to claim damages on basis of the current
                status of negotiations – whereby this Party proofs that the reasons for
                the failure of the negotiations are not due to this Party and/or
                the other
                Party has no material evidence on failure due to issues arising from
                the
                due diligence review whereby one of the Parties can not guarantee
                adequately to the other Party that the SELLER’s business is substantially
                the same as currently understood by
                BUYER.

            


    

    


    
      	
              11.  

            	
              Parties
                agree that neither of them nor any of their affiliates will pursue,
                solicit or discuss any opportunities for any party other than to
                acquire
                or otherwise control the Operations until this Agreement is terminated
                by
                Parties or mutually by Parties or any of the events in paragraph
                10 do not
                occur by the dates stated and Parties in writing that they are pursuing
                other buyers for the Operations.

            


    

    


    
      	
              12.  

            	
              This
                Agreement shall be governed by, and construed and interpreted under
                the
                laws of The Netherlands.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    BUYER
      referred to this
      Agreement acknowledges the terms and conditions hereof, and agrees to be bound
      by the clauses included in this document,

    


    


    Royal
      Invest International Corp.  / Royal Invest Europe B.V. ( BUYER
      )

    Represented
      by Jerry Gruenbaum

    


     

    Signature:   ______________________________________Date:
      July 12th, 2007

    


    


    


    SELLER
referred
      to this
      Agreement acknowledges the terms and conditions hereof, and agrees to be bound
      by the clauses included in this document,

    


    


    Muermans
      Vastgoed 46 b.v.  (SELLER)

    Represented
      by proxy

    


     

    Signature:   ______________________________________Date:
      July 12th, 2007