f8k0801_x106-riic.htm


    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, legally represented by its CEO Mr. Jerry Gruenbaum and/or
                Royal Invest Europe BV - hereinafter jointly and individually referred
                to
                as  “BUYER”

            


    

    


    and

    


    
      	
              2.  

            	
              Machine
                Transport Midden Nederland BV, registered at the Chamber of Commerce
                number,  30157069 located Brouwersstraat 138 C, 2231 HV
                Rijnsburg, in The Netherlands;

            


    

    


    
      	
              3.  

            	
              FVG
                BV, Osdorperweg 518 E, 1067 SX registered at the Chamber of Commerce
                number 33242164,  located, in The
                Netherlands;

            


    

    


    
      	
              4.  

            	
              Emile-Staete
                BV, Osdorperweg 518 E, 1067 SX,  registered at the Chamber of
                Commerce number 33136291,  located, in The
                Netherlands;

            


    

    


    
      	
              5.  

            	
              Rico
                Staete  BV, registered at the Chamber of Commerce number
                33288149,  located, in The
                Netherlands;

            


    

    


    Parties
      2
      up to and including 5 hereinafter jointly and individually referred to as
“SELLER” and legally represented by L.J.C.M. Kassing

    


    And

    


    
      	
              6.  

            	
              E.C.M.
                Hoff Holding BV, registered at the Chamber of Commerce number, 4376171,
                located in The Netherlands, legally represented by D. Havenaar, “DEAL
                MANAGER”

            


    

    


    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.

            


    


    
      
        
        

      

      
        1

      

      
        
        

      

    


    


    
      	
              2.  

            	
              SELLER
                is the owner of the commercial properties, accompanying premises
                and
                parking areas located at:

            


    

    


    

      
        	
                1.  

              	
                Meijlweg
                  7, in Vianen, the Netherlands

              


      

      
        	
                2.  

              	
                Berenkoog
                  53, Alkmaar, the Netherlands

              


      

      
        	
                3.  

              	
                Keulsekade
                  21, Utrecht, the Netherlands

              


      

      
        	
                4.  

              	
                Edisonweg
                  9, Woerden, the Netherlands

              


      

      
        	
                5.  

              	
                De
                  Schans 1802, Lelystad, the
                  Netherlands

              


      

      
        	
                6.  

              	
                Franciscusweg
                  8-10, Hilversum, the Netherlands

              


      

      
        	
                7.  

              	
                Tackenweide
                  48, Emmerich, Germany

              


      



    Hereafter
      referred to as the “PROPERTIES”.

    


    
      	
              3.  

            	
              The
                current officers and directors of Royal Invest International Corp
–
                including Mr Jerry Gruenbaum and Mr Nathan Lapkin - are not directly
                or
                indirectly affiliated to SELLER and /or DEAL MANAGER in any fashion
                what
                so ever.

            


    

    


    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 “PROPERTIES” as far as these are located in The
                Netherlands for the amount of 32.916.000 Euro
                (thirty-two-million-nine-hundred-sixteen-thousand) including transfer
                costs – excluding the costs for the notarial deeds. Under specific
                conditions, transfer costs for the Dutch properties are to be paid
                for by
                the “SELLER” in as far as relating to Dutch real estate transfer
                costs.  The BUYER” will acquire the “PROPERTIES” as far as these
                are located in Germany for the amount of 4.750.000 Euro
                (four-million-seven-hundred-fifty-thousand) excluding transfer costs.
                Transfer costs for the German properties are to be paid for by the
                “BUYER”. This transaction will be confirmed by “PARTIES” by means of one
                or more formal purchase agreement(s).  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
                PROPERTIES.

            


    

    


    
      	
              2.  

            	
              PARTIES
                identify and agree that the location Emmerich, Germany mentioned
                above
                will be transferred by the sale and delivery of 94% of the issued
                and
                outstanding shares in Rico-Staete B.V. – whereby the shares purchased by
                BUYER will have all economical ownership rights. The attached balance
                sheet as per March 31, 2007 reflects a net asset value of € 1.038.969
                (Annex 1). If and when the transfer will be effectuated, the interim
                balance sheet as per the date of March 31, 2007 will taken as the
                moment
                for the economical date of transfer. PARTIES indentify and agree
                that
                BUYER has to refinance the current mortgage loan taken up by Rico-Staete
                B.V. at the moment of delivery to the amount of approximately €
                3.560.000.

            


    

    


    
      	
              3.  

            	
              All
                properties not being transferred through the sale and delivery of
                shares
                will be transferred on basis of the status per June 1, 2007 (whereby
                all
                income and costs relating as from that date onwards are for the account
                of
                BUYER – all to be determined and agreed between parties within two months
                following any transfer).

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              4.  

            	
              Determination
                of the number of shares to be issued by BUYER to SELLER as well as
                the
                final purchase price payable will based on the lower of a fixed currency
                exchange rate of the US$ / EURO of 1,36 or the currency exchange
                rate
                effectively as per July 1, 2007. The shares acquired by SELLER or
                a group
                company of SELLER will be delivered to this party no later than the
                Final
                Closing Date in the definitive
                agreements.

            


    

    


    
      	
              5.  

            	
              The
                BUYER intends to fund the purchase by obtaining a bank loan of 31,000,000 Euro
                (thirty-one-million) from the Bank of Scotland. An amount of the
                purchase
                price payable limited to
                7.704.476 Euro (seven-million-seven-hundred-and four-thousand and
                four-hundred-seventy-six) will firstly be recorded as a convertible
                debentures and subsequently financially reorganized by conversion
                into the
                equivalent of a number of shares of the BUYER’s company common stock
                delivered in certificates bearing DEAL MANAGER’s or designated names with
                a lock-up period of 24 months upon issue at an agreed share price
                of  0.10 US Dollar;

            


    

    


    
      	
              6.  

            	
              BUYER
                will issue 1,000 (one-thousand) shares of the BUYER’s company preferred
                stock delivered in certificates bearing DEAL MANAGER’s or designated names
                at an agreed share price of 0.10 US Dollar payable in cash; Assumption
                is
                here that at closing of this deal these preferred shares will give
                the
                right to appoint one Member of RIIC’s Board of Directors and to request
                the Board organising a shareholders’
meeting.

            


    

    


    
      	
              7.  

            	
              DEAL
                MANAGER has on behalf of Royal Invest Europe BV organized a term
                sheet for
                a bank loan. DEAL MANAGER’s services have been agreed upon on basis of the
                attached consultancy agreement disclosing the commissions
                payable.

            


    

    


    
      	
              8.  

            	
              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.

            


    

    


    
      	
              9.  

            	
              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 10) 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).

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	
              (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.

    


    
      	
              (f)  

            	
              Muermans
                Deal

            


    

    This
      deal
      should become effective simultaneously with the acquisition by BUYER of the
      Assen Property located at the Schepermaat 4 (probably through the purchase
      of
      controlling stock in Muermans Vastgoed 46 BV).

    


    
      	
              (g)  

            	
              Financing

            


    

    Up
      to
      July 31, 2007 the BUYER can waive its obligations under this Agreement when
      the
      financing by Bank of Scotland and/or any other bank has not provided sufficient
      backing for 80% of the purchase price payable.

    


    
      	
              (h)  

            	
              Final
                transfer
                date

            


    

    The
      delivery of the properties (or the shares in the company owning the respective
      property) will take place no later than four weeks upon the final approval
      on
      the financing. When the delivery of the properties takes place, the economical
      ownership will be effectively recorded as from June 1, 2006 and for shares
      in
      the company owning the respective property as per April 1, 2006.

    


    


    
      	
              10.  

            	
              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.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
              11.  

            	
              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 14, 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
                9-15.

            


    

    


    
      	
              12.  

            	
              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 9-15.

            


    

    


    
      	
              13.  

            	
              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 12. 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.

            


    

    


    
      	
              14.  

            	
              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 July 25th, 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.

            


    

    


    
      	
              15.  

            	
              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
                14 do not
                occur by the dates stated and Parties in writing that they are pursuing
                other buyers for the PROPERTIES.

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	
              16.  

            	
              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.  ( BUYER )

    Represented
      by Jerry Gruenbaum

    


     

    Signature:   /s/
      Jerry Gruenbaum,
      CEO                                            Date:
May 25,
      2007

    


    


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

    


    Machine
      Transport Midden Nederland b.v.,  FVG BV, Emile-Staete BV, Rico
      Staete  BV

    (SELLER)

    


    Represented
      by L.J.C.M. Kassing

     

     

    Signature:   /s/
      L.J.C.M.
      Kassing                                                    
Date: May 25,
      2007

    


    


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

    


    E.C.M.
      Hoff Holding BV.  ( DEAL MANAGER )

    Represented
      by D. Havenaar

     

    Signature:   /s/
      David
      Havenaar                                                     
Date: May 25,
      2007


    
      
        
        

      

      
        6