f8k0801_x1010-riic.htm


     5124680

    WAG/vldj/ao

    25
      July
      2007

     

    NOTE
      ABOUT TRANSLATION:

    


    This
      document is an English
      translation of a document prepared in Dutch. In preparing this document, an
      attempt has been made to translate as literally as possible without jeopardizing
      the overall continuity of the text. Inevitably, however, differences may occur
      in translation and if they do, the Dutch text will govern by
      law.

    


    In
      this translation, Dutch legal
      concepts are expressed in English terms and not in their original Dutch terms.
      The concepts concerned may not be identical to concepts described by the English
      terms as such terms may be understood under the laws of other
      jurisdictions.

    


     

    CONTRACT
      FOR SALE

     

    1.           Parallelweg
      29 in Beverwijk

    2.           Kriuisweg
      855, 857, 859 in Hoofddorp

    3.           Schinkelwaard
      20 in Alkmaar

    4.           Willemstraat
      47, 67, 69 in Hengelo

    5.           Zuidermolenweg
      7 in Amsterdam

    6.           Produktieweg
      119 in Wormerveer

     

    The
      undersigned:

    
      	
              1.

            	
              Alfang
                B.V., a private
                company with limited liability (een besloten vennootschap
                met
                beperkte aansprakelijkheid), with official seat in Eindhoven,
                having offices at 2451 VW Leimuiden, Waaier 38, registered with the
                Chamber of Commerce under number
                17068055,

            


    

    
      	
               

            	
              Telephone:
                0172-500801

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    referred
      to hereinafter as ‘the Seller’;

    


    
      	
              2.

            	
              Royal
                Invest Europe
                B.V., a private company with limited liability (een besloten
                vennootschap met
                beperkte aansprakelijkheid), with official seat in Amsterdam,
                having offices at 1066 EE Amsterdam, Ditlaar 7 (P.O. Box 75139, 1070
                AC
                Amsterdam), registered with the Chamber of comemrce under number
                34130365.

            


    

    
      	
               

            	
              Telephone:
                020-6720026,

            


    

    


    referred
      to hereinafter as ‘the Buyer’;

    


    which
      buyer acts for itself and/or
      principal yet to be named,

    


    have
      agreed that:

    


    the
      Seller will sell to the Buyer and that the Buyer will buy from the Seller,
      the
      following registered properties:

    


    
      	
              1.  

            	
              the
                office building with parking area including the parcel of land on
                which
                the premises have been erected and further appurtenances, locally
                known
                as

            


    

    
      	
               

            	
              Parallelweg
                29, 1948 NK Beverwijk, recorded in the land register as Beverwijk section
                A
                numbers:

            


    

    
      	
               

            	
              -

            	
              9017,
                measuring nineteen
                ares and twenty-six centiares;

            


    

    
      	
               

            	
              -

            	
              9018,
                measuring
                twenty-six ares and seventy-two
                centiares;

            


    

    
      	
               

            	
              -

            	
              9252,
                measuring two ares
                and ten centiares.

            


    

    
      	
              2.

            	
              the
                office complex with parking area including the parcel of land on
                which the
                premises have been erected and adjoining land and all further
                appurtenances, locally known as Kruisweg 855, 857 and 859, 2132 NG
                Hoofddorp, recorded in the land register as  municipality of
                Haarlemmermeer
                section K
                number 6432, measuring forty-four ares and seventy
                centiares.

            


    

    
      	
              3.

            	
              the
                perpetual ground lease of a parcel of land, owned by the municipality
                of
                Alkmaar, located at Schinkelwaard in the zoning area “Huiswaard 2” in
                Alkmaar, recorded in the land register as municipality of Alkmaar section
                L number
                988, measuring sixteen ares and twenty-six centiares, with
                leaseholder rights to the buildings situated on that land, consisting
                of
                the two-storeyed office building located on it, locally known as
                Schinkelwaard 20, 1824 DS Alkmaar.

            


    

    
      	
              4.

            	
              the
                office buildings with parking lots, locally known as Willemstraat
                47, 67
                and 69, 7551 DL Hengelo (Overijssel) with a parcel of land in its
                vicinity
                close to Brugstraat in Hengelo (Overijssel), recorded in the land
                register
                as municipality of Hengelo section
                O number
                4372, measuring twelve ares and forty-seven centiares, and
                municipality of Hengelo
                section O number 4999, measuring two ares and six
                centiares.

            


    

    
      	
              5.

            	
              the
                perpetual ground lease of a parcel of land, owned by the municipality
                of
                Amsterdam, located at Zuidermolenweg in Amsterdam, recorded in the
                land
                register as municipality of Sloten section
                G number
                1449, measuring nine ares, with leaseholder rights to the buildings
                situated on that parcel, being an office building with industrial
                space,
                warehouse with yard, locally known as Zuidermolenweg 7, 1069 CE
                Amsterdam.

            


    

    
      	
              6.

            	
              the
                industrial premises including the industrial building constructed
                on it,
                locally known as (1521 NJ) Wormerveer, Produktieweg 119, recorded
                in the
                land register as municipality of Wormerveer section
                A number
                6619, measuring five ares and forty
                centiares,

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              -
                hereinafter both jointly and individually referred to as ‘the
                property’;

            


    

    


    


    The
      purchase price of the property is:

    fifteen
      million euro (€ 15,000,000.00).

    


    


    DEFINITIONS

    In
      this
      contract of sale, the following definitions apply:

    
      	
              1.

            	
              ‘sale’:
                the agreement for sale and purchase contained in this contract of
                sale;

            


    

    
      	
              2.

            	
              ‘special
                account’: the special account referred to in Article 25 of the Notaries
                Act (Wet op het
                notarisambt)  in the name of the notary referred to at 7
                below or the civil or general partnership in which he works together
                with
                other notaries, which account is kept at ABN AMRO Bank N.V. under
                account
                number 55.72.97.133;

            


    

    
      	
              3.

            	
              ‘deed
                of delivery’: the conveyance which is required for delivery and must be
                executed in the presence of the notary referred to at
                4;

            


    

    
      	
              4.

            	
              ‘notary’:
                mr. W.A. Groen, Loyens & Loeff N.V., Fred. Roeskestraat 100, 1076 ED
                Amsterdam, telephone 31 – 20 – 578 578 5; fax 31 – 20 – 578 58 53, or his
                deputy or associate;

            


    

    
      	
              5.

            	
              ‘the
                property’: the registered properties referred to
                above.

            


    

    


    This
      contract of sale is made subject to the following Special and Standard
      Conditions.

    


    In
      the
      event of any inconsistency between the Special and Standard Conditions, the
      Special Conditions shall prevail.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    SPECIAL
      CONDITIONS

    Costs

    Article
      1

    
      	
              1.

            	
              The
                transfer duty (if due) calculated on the basis of the value of the
                property, increased or reduced as provided in the Legal Transactions
                (Taxation) Act (Wet op
                belastingen van rechtsverkeer), shall be paid by the
                Buyer.

            


    

    
      	
               

            	
              The
                notary’s fees on account of this contract of sale and the costs of the
                delivery and transfer of ownership of the property, as well as the
                turnover tax due on the said fees and costs, shall be paid by the
                Buyer.

            


    

    
      	
              2.

            	
              Where
                the transfer duty is payable by the Buyer and where, for the computation
                of this duty, a reduction of the basic value may be claimed because
                the
                property was acquired or notionally delivered within the meaning
                of the
                Turnover Tax Act (Wet op
                de omzetbelasting)1968, subject to transfer duty or non-deductible
                turnover tax, by the Seller or his predecessor(s)-in-title less than
                six
                months before the signing of the deed of delivery, the Buyer shall
                pay to
                the Seller the difference between the amount of transfer duty that
                would
                have been due without the said reduction and the amount of transfer
                duty
                actually due.

            


    

    
      	
              3.

            	
              The
                Seller warrants with regard to the property that he is acting as
                an
                entrepreneur within the meaning of the Turnover Tax Act (Wet op de
                omzetbelasting) 1968, and warrants that the delivery will take
                place after two have years have elapsed since the date on which the
                property is first occupied and the Seller and the Buyer are not making
                a
                joint request for the delivery to be treated as a delivery liable
                to
                turnover tax, with the result that no turnover tax is due on account
                of
                the delivery of the property.

            


    

    
      	
              4.

            	
              Where
                reference is made to ‘delivery’ in paragraph 3 of this article, this is
                intended to mean delivery within the meaning of the Turnover Tax
                Act
                (Wet op de
                omzetbelasting) 1968.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    Representations
      by the
      Seller

    Article
      2

    The
      Seller warrants that:

    
      	
              a.

            	
              on
                the date of signature of the deed of delivery the Seller has full
                powers
                to transfer the property;

            


    

    
      	
              b.

            	
              to
                date no government orders under the Housing Act (Woningwet) have
                been
                made or announced in writing requiring improvements in and/or repairs
                to
                the accommodation unit and/or the common parts of the building that
                have
                not yet been carried out, or that have been carried out by a government
                agency but have remained unpaid;

            


    

    
      	
              c.

            	
              to
                date the property has not been uninhabited within the meaning of
                the
                Housing Allocation Act (Huisvestingswet) and
                the regulations made under the said
                Act;

            


    

    
      	
              d.

            	
              on
                the date hereof the property is not included in any pending application
                for designation, listing order or registration of the
                property:

            


    

    
      	
               

            	
              1.

            	
              as
                a listed building within the meaning of the Monuments and Historic
                Buildings Act (Monumentenwet)
                1988;

            


    

    
      	
               

            	
              2.

            	
              as
                a listed building by any local or provincial
                authority;

            


    

    
      	
              e.

            	
              no
                government subsidy for which conditions have yet to be satisfied
                has been
                applied for or granted in connection with the accommodation unit
                and/or
                the common parts of the property;

            


    

    
      	
              f.

            	
              the
                technical installations and the mains, pipes, cables and wiring present
                in
                the accommodation unit and/or the common parts of the property are
                functioning properly at present and their use is not restricted in
                any way
                by order of the competent
                authorities;

            


    

    
      	
              g.

            	
              no
                obligations in respect of the property exist at present under any
                hire-purchase agreement, option and/or contractual right of first
                refusal,
                and no such obligations will exist when the deed of delivery is
                signed;

            


    

    
      	
              h.

            	
              when
                the deed of delivery is signed the property will not be the subject
                of any
                claim and will not be used by third parties without any right or
                title
                thereto;

            


    

    
      	
               

            	
              i.

            	
              1.

            	
              At
                present the self-contained unit is partly let and partly
                unlet,  everything as further specified in annex 1 attached
                to this
                deed. A part of this rent is subject to VAT and a part is not subject
                to
                VAT, everything as further specified in the said annex
                1.

            


    

    
      	
               

            	
              2.

            	
              The
                tenancy agreements are recorded in instruments signed under hand.
                These
                instruments that record the tenancy agreements set out the full legal
                relationship between the landlord and the tenants. No arrangements
                disadvantageous to the landlord, other than those contained in the
                tenancy
                agreements, have been made with the
                tenants.

            


    

    
      	
               

            	
              3.

            	
              To
                date the tenants have duly fulfilled their
                obligations.

            


    

    
      	
               

            	
              4.

            	
              No
                actions concerning the property are pending before any rent
                tribunal.

            


    

    
      	
               

            	
              5.

            	
              The
                tenancy agreements contain no right of first refusal or option to
                buy.

            


    

    
      	
               

            	
              6.

            	
              The
                deposits paid by the tenants and the bank guarantees furnished are
                specified on annex
                2 which is attached tot this
                contract.

            


    

    
      	
               

            	
              7.

            	
              For
                the spaces of the premises Schinkelwaard 20 in Alkmaar not yet actually
                let at the time of transfer the seller provides a rental guarantee
                to the
                buyer, such:

            


    

    
      	
               

            	
              -

            	
              with
                a term of 1 year, with effect from the day of transfer of the
                property;

            


    

    
      	
               

            	
              -

            	
              to
                an amount of in total EUR 100,000.00 rent per annum for the vacant
                part of
                the property; and

            


    

    
      	
               

            	
              -

            	
              proportionally
                expiring at the time of the first letting of each relevant space
                in
                accordance with the market
                conditions.

            


    

    
      	
               

            	
              As
                security for the performance of the seller's obligations the seller
                shall
                provide a bank guarantee, the principal amount being EUR 100,000.00,
                which
                bank guarantee must be to the satisfaction of the
                buyer.

            


    

    
      	
               

            	
              During
                the term of the guarantee the seller shall each month pay the rent
                for the
                vacant property together with the service costs due and the turnover
                tax
                in advance.

            


    

    
      	
               

            	
              j.

            	
              1.

            	
              The
                registered property mentioned under 3. and 5. of the property concern
                perpetual ground leases of which the ground rent has been bought
                off.

            


    

    
      	
               

            	
              2.

            	
              The
                buyer has received a copy of the applicable conditions with regard
                to the
                ground leases.

            


    

    
      	
              k.

            	
              no
                other easements exist other than mentioned in the title
                deeds;

            


    

    
      	
              l.

            	
              no
                obligations entailed by a particular title, within the meaning of
                Article
                6:252 of the Netherlands Civil Code,
                exist;

            


    

    
      	
              m.

            	
              no
                covenants to insert a fresh covenant in any subsequent transfer need
                to be
                imposed upon the Buyer other than mentioned in the title
                deeds;

            


    

    
      	
              n.

            	
              no
                encumbrances (obligations to allow certain acts) as referred to in
                the
                Public Works (Removal of Impediments in Private Law) Act (Belemmeringenwet
                Privaatrecht) exist;

            


    

    
      	
              o.

            	
              the
                charges with respect to the property are as
                follows:

            


    

    
      	
               

            	
              -

            	
              property
                tax payable on account of real right of enjoyment:
                normal;

            


    

    
      	
               

            	
              -

            	
              water
                control corporation charges etc:
                normal;

            


    

    
      	
               

            	
              -

            	
              sewage
                (connection) charge: normal;

            


    

    
      	
              p.

            	
              the
                rates and charges of previous periods have been paid, in so far as
                the
                relevant assessments have been
                imposed;

            


    

    
      	
              q.

            	
              fire
                insurance/extended fire cover for the property building has been
                taken out
                with a solid company for a sufficient
                amount;

            


    

    
      	
              r.

            	
              no
                legal action, binding advice procedure or arbitration is at present
                pending with respect to the property, the building and/or any movables
                sold with the property;

            


    

    
      	
              s.

            	
              the
                procedure referred to in Article 2:204c of the Netherlands Civil
                Code did
                not apply when the Seller acquired the
                property;

            


    

    
      	
              t.

            	
              the
                property and the installations referred to at f. above are not encumbered
                with any lien and will also not be encumbered by any lien when the
                deed of
                delivery is signed;

            


    

    
      	
              u.

            	
              the
                property is at present connected directly to the public water, energy
                and
                sewerage systems;

            


    

    
      	
               

            	
              the
                property has lawful and unrestricted access to the public highway
                in the
                manner evident on the spot;

            


    

    
      	
              v.

            	
              he
                (the Seller) has used the property exclusively for an investment
                intended
                to be let.

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    Duty
      of notice

    Article
      3

    The
      Seller warrants that he has given the Buyer all information that should properly
      be brought to the Buyer’s notice, subject to the proviso that the Seller is not
      required to supply information about matters which are already known to the
      Buyer or about which he could have learned by making his own survey, in so
      far
      as it is reasonable to expect the Buyer, in keeping with common practice, to
      make such a survey.

    


    Seller's
      representations concerning
      pollution

    Article
      4

    The
      Seller also makes the following representations:

    
      	
              a.

            	
              he
                is not aware of any facts, on the basis of (among other
                things):

            


    

    
      	
               

            	
              -

            	
              his
                personal expertise,

            


    

    
      	
               

            	
              -

            	
              publications
                in (local) newspapers,

            


    

    
      	
               

            	
              -

            	
              a
                soil test carried out in the past,

            


    

    
      	
               

            	
              -

            	
              the
                use to which the property has been
                put,

            


    

    
      	
               

            	
              which
                show the property to be polluted by toxic, chemical and/or other
                (hazardous) substances to such an extent that under existing environmental
                laws and/or case law on environmental matters a clean-up operation
                or
                similar measures is/are likely to be
                necessary;

            


    

    
      	
              b.

            	
              to
                his knowledge the property contains no (underground) storage tanks
                such as
                oil tanks and septic tanks.

            


    

    
      	
              c.

            	
              to
                his knowledge there are no materials containing asbestos or other
                materials harmful to health in the
                property.

            


    

    


    Other
      representations by the
      Seller

    Article
      5

    The
      Seller finally makes the following representations:

    
      	
              a.

            	
              to
                his knowledge the present use of the property does not breach any
                provisions of public or private law and no building or alteration
                work has
                been carried out without the required
                permits;

            


    

    
      	
              b.

            	
              to
                his knowledge there is no obligation for the property to be offered
                for
                sale to the local authority pursuant to the Municipalities (Preferential
                Rights) Act (Wet
                voorkeursrecht gemeenten);

            


    

    
      	
              c.

            	
              to
                his knowledge the local authority has not adopted any urban renewal
                plan
                or environmental order, as defined in the Urban and Rural Regeneration
                Act
                (Wet op de stads-
                en
                dorpsvernieuwing), involving the
                property;

            


    

    
      	
              d.

            	
              to
                his knowledge the property has not been included in any (pending
                application for) designation or listing order or registration of
                the
                property as a protected townscape or
                landscape;

            


    

    
      	
              e.

            	
              to
                his knowledge there are no policy proposals for any plan/order as
                referred
                to in (c) above or for compulsory
                purchase.

            


    

    
      	
              f.

            	
              he
                has no knowledge of any circumstance or event which might jeopardise
                the
                tenants’ due fulfilment of their obligations in the
                future.

            


    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    Representations
      by the
      Buyer

    Article
      6

    The
      Buyer
      makes the following representations:

    
      	
              a.

            	
              he
                expressly accepts the burdens and restrictions described in this
                contract
                of sale, and those which are or could be known to him, after a survey
                as
                referred to in Article 3, from the situation as it actually
                exists;

            


    

    
      	
              b.

            	
              he
                acknowledges that he has received a copy
                of:

            


    

    
      	
               

            	
              -

            	
              the
                leases;

            


    

    
      	
               

            	
              -

            	
              deeds
                of transfer by which the seller acquired the
                property;

            


    

    
      	
               

            	
              -

            	
              a
                rent statement dated 26 July 2007 mentioning the rent and rental
                value of
                the property (annex 1);

            


    

    
      	
               

            	
              -

            	
              a
                copy of the purchase agreements in which the premises Willemstraat
                47, 67
                and 69 in Hengelo and Kruisweg 855, 857 and 859 in Hoofddorp were
                sold;

            


    

    
      	
               

            	
              -

            	
              a
                list containing the payments of deposits by the lessees or the bank
                guarantees provided (annex 2).

            


    

    
      	
              c.

            	
              he
                warrants that the procedure referred to in Article 2:204c of the
                Netherlands Civil Code does not apply to
                him.

            


    

    
      	
              d.

            	
              he
                intends to use the property for the purpose described in Article
                2
                (v).

            


    

    


    


    Delivery

    Article
      7

    The
      deed
      of delivery shall be executed on 1 October 2007 before the notary.

    


    Deposit

    Article
      8

    The
      buyer
      pays into the account of the seller a deposit of EUR 250,000.00, such at the
      latest on 15 August 2007. The seller has this amount at its free disposal.
      Furthermore the provisions of Article V of the General Conditions included
      hereinafter apply.

    


    Conditions
      subsequent

    Article
      9

    This
      contract of sale is made subject to the following conditions
      subsequent:

    
      	
              a.

            	
              that
                on the agreed date of signature of the deed of delivery there is
                an
                obligation to offer the property for sale to the local authority
                under the
                Municipalities (Preferential Rights) Act (Wet voorkeursrecht
                gemeenten), and/or

            


    

    
      	
              b.

            	
              the
                condition subsequent mentioned in the attached annex
                4.

            


    

    


    If
      a
      condition subsequent is fulfilled, it shall operate retroactively as between
      the
      parties to the date when the contract was concluded.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    Jurisdiction
      and choice of
      law

    Article
      10

    
      	
              1.

            	
              Any
                disputes arising out of or in connection with this contract shall
                be heard
                and decided exclusively by the court having jurisdiction in the district
                where the building is situated.

            


    

    
      	
              2.

            	
              This
                contract of sale and purchase shall be governed by the law of the
                Netherlands.

            


    

    
      	
              3.

            	
              The
                time limits referred to in this contract shall be governed by the
                Time
                Limits Act (Algemene
                termijnenwet).

            


    

    


    Standard
      Conditions / limitation of
      liability

    Article
      11

    The
      services to be rendered by the notary are governed by the Standard Conditions
      applied by the notary, which contain a limitation of liability. A copy of these
      Standard Conditions has been handed by the notary to the Seller and the
      Buyer.

    


    Registration
      purchase agreement with
      landregistry

    Article
      12

    The
      Buyer
      instructs the notary to enter the sale and purchase in the appropriate registers
      of the Land and Public Registry Agency by filing a copy of this contract of
      sale
      with the registrar of the relevant office of the Agency.

    


    


    Commission

    Article
      13

    The
      seller owes a commission to the buyer in the amount of five hundred thousand
      Euros (EUR 500,000.00) to be paid on the day of transfer of the
      property.  Because this commission is due in respect of a securities
      transaction, the parties believe that on the basis of the statutory exemption
      in
      this matter no turnover tax is due on this commission.

    


    Sale
      of shares

    Article
      14

    The
      parties have agreed that the sale of the property will be realized by the sale
      of shares in the seller, in such a manner that the buyer acquires 30% of the
      shares in the seller, being the entire issued ordinary share capital, and the
      shareholders in the seller maintain 70% of the share capital in the seller,
      these 70% being the entire issued preferential share capital. Prior to this
      sale
      of the shares in the seller an amendment of the articles of association will
      have to be made, in which the share capital in the seller will be amended into
      ordinary and preferential shares and on which occasion the issued share capital
      is converted into 70% preferential shares and 30% ordinary shares.

    The
      purchase price of the ordinary shares shall be based on the intrinsic value
      of
      the Company in accordance with the acquisition balance sheet as of 30 June
      2007,
      in which:

    
      	
              1.

            	
              the
                registered property will be included for a value of EUR
                15,215,000.00;

            


    

    
      	
              2.

            	
              deferred
                taxation (belastinglatentie) will
                not be included and settled.

            


    

    All
      the
      current account balances among the shareholders and the seller shall be settled
      with the transfer of the ordinary share capital. An indicative acquisition
      balance sheet is attached to this deed as annex 3.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    Take-over
      of
      mortgage

    Article
      15

    The
      parties shall endeavour that the repayments for the existing mortgages on the
      property will not be claimed on selling and transfer of the ordinary shares
      in
      the seller. If the loans are claimed and repaid, the possible penalty interest
      shall be at the expense of the buyer. The remaining principal amount of the
      mortgage loan provided by the HSH-Nordbanken is EUR 11,375,000.00 (of which
      still in building deposit with the bank: EUR 200,000.00), for which mortgage
      loan the premises under 1. up to and including 5. are mortgaged.

    The
      remaining principal amount of the loan provided by the ING Bank amounts to
      EUR
      215,000.00, for which loan the premises under 6. are mortgaged.

    For
      the
      take-over of the loan of the HSH-Nordbanken a compensation of EUR 25,000.00
      is
      due, which is at the expense of the buyer.

    The
      buyer
      shall take care that the present managing director under the articles of
      association of the seller shall be discharged from his joint and several
      indebtedness for the loan of the ING Bank.

    


    Payment
      of part of the purchase
      amount in RIIC shares

    Article
      16

    Of
      the
      purchase amount of the property to be paid by the buyer 10% of
      EUR  15,000,000.00, consequently an amount of EUR 1,500,000.00 shall
      be paid by tendering in payment of shares in RIIC against a rate
      of  USD 1.20 for each share with 1 EURO = 1.35 USD as conversion
      rate.

    These
      shares will be listed on the "Pink" exchange in New York. For these shares
      a
      lock-up period of two years applies with effect of 1 October 2007, or as much
      later as the transfer will be effected.

    


    Auditor's
      opinion

    Article
      17

    The
      transfer of the ordinary hares in the seller shall be effected on the basis
      of
      the seller's acquisition balance sheet as of 30 June 2007. This acquisition
      balance sheet shall be drawn up in accordance with sound business practice
      and
      furthermore subject to the provisions in Article 14.

    At
      the
      latest on 1 December 2007 the seller's auditor shall provide the acquisition
      balance sheet with an unqualified audit opinion. If settlements are necessary
      as
      a result of this unqualified audit opinion they shall be effected before or
      at
      the latest on 31 December 2007.

    


    Guarantees

    Article
      18

    On
      selling and transfer of the ordinary shares the usual balance sheet and company
      guarantees shall be given.

    As
      far as
      the registered property is concerned the guarantees and obligations as included
      in this purchase agreement apply.

    The
      buyer
      shall perform a due-diligence investigation into the specified rents and the
      seller's financial details, as they have been provided by the seller and its
      shareholders.

    



    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    


    STANDARD
      CONDITIONS

    


    Specification
      of duty to
      deliver

    Article
      I

    
      	
              1.

            	
              The
                Seller is obliged to deliver to the Buyer freehold title or, as the
                case
                may be, leasehold title (emphyteusis)
                which:

            


    

    
      	
               

            	
              (a)

            	
              is
                unconditional and not subject to any curtailment, cancellation or
                annulment whatsoever, but without prejudice – where the property is
                leasehold – to the provisions of the lease and the statutory
                provisions;

            


    

    
      	
               

            	
              (b)

            	
              is
                not subject to attachments, seizures  or mortgages or
                registrations thereof, and is not subject to any other encumbrances,
                with
                the exception of those mentioned in this contract of
                sale;

            


    

    
      	
               

            	
              (c)

            	
              is
                not encumbered by obligations relating to a particular title as referred
                to in Article 6:252 of the Civil Code,  with the exception of
                those mentioned in this contract of
                sale;

            


    

    
      	
               

            	
              (d)

            	
              is
                not encumbered with easements in so far as the Seller has warranted
                the
                non-existence of easements;

            


    

    
      	
               

            	
              (e)

            	
              as
                regards any movables sold with the property: are free of encumbrances
                and
                not subject to attachments or
                seizures.

            


    

    
      	
              2.

            	
              The
                Seller and the Buyer hereby give the notary and his staff a power
                of
                attorney:

            


    

    
      	
               

            	
              (a)

            	
              to
                do everything which is necessary (including the termination of loans)
                in
                order to secure cancellation of entries of mortgage and/or attachments
                or
                seizures that encumber the property and to procure such
                cancellation;

            


    

    
      	
               

            	
              (b)

            	
              to
                inspect all such documents and registers as the notary may consider
                to be
                of importance for the performance of this
                contract.

            


    

    
      	
              3.

            	
              In
                so far it appears from this contract of sale that the property is
                let, it
                shall be delivered subject to the Buyer’s obligation to continue and
                perform the existing tenancy
                agreements.

            


    

    
      	
               

            	
              No
                instalments of rent that are not yet due shall have been paid or
                attached
                or seized on the date of signature of the deed of
                delivery.

            


    

    
      	
               

            	
              If
                any tenancy agreement of the property expires following the signing
                of
                this contract of sale, the Seller shall give immediate notice of
                this to
                the Buyer and (provided that the Buyer can no longer invoke any of
                the
                conditions subsequent specified in Article 9 of the Special Conditions)
                the Seller shall not be permitted to enter into any new tenancy agreement
                without the Buyer’s prior written
                consent.

            


    

    
      	
               

            	
              The
                above provision shall also apply in respect of any amendment to an
                existing tenancy agreement.

            


    

    
      	
               

            	
              If
                the Buyer withholds his consent to the making of a new tenancy agreement
                or to the amendment of an existing tenancy agreement, the Buyer shall
                be
                required to compensate the Seller for the loss of
                rent.

            


    

    
      	
               

            	
              If
                the Buyer withholds his consent to the making of a new tenancy agreement,
                the risk of the property being occupied by squatters shall be borne
                by the
                Buyer, as will any consequences under the Housing Allocation Act
                - and the
                regulations made under it - of the fact that the property is
                unoccupied.

            


    

    
      	
              4.

            	
              If
                the dimensions or size of the property as specified by the Seller
                or the
                further description of it or the representations made in Articles
                4 and 5
                of the Special Conditions is/are incorrect or incomplete, neither
                party
                may derive any right from this. However, there will be an exception
                to
                this if and in so far as the specification or description warranted
                by the
                other party in this contract has not been made in good faith, or
                if the
                matter at issue concerns a hitherto undisclosed fact which qualifies
                for
                entry in the public registers but has not hitherto been entered in
                them.

            


    

    
      	
              5.

            	
              The
                property shall be transferred together with all accompanying rights
                and
                powers and free of any special burdens and restrictions, save for
                those
                which the Buyer has expressly accepted in the Special
                Conditions.

            


    

    
      	
              6.

            	
              The
                delivery (transfer of actual possession) of the property, and of
                any
                movables sold with it, shall take place upon the signing of the deed
                of
                delivery and in the state and condition in which the property and/or
                the
                movables are at that time, subject to the proviso that such state
                and
                condition may not be worse – other than due to the acts or omissions of
                the Buyer – than the present state and condition of the property and
                movables, normal wear and tear
                excepted.

            


    

    
      	
               

            	
              The
                Seller shall – as a careful debtor – take due care of the property and any
                movables sold with it until their
                delivery.

            


    

    
      	
              7.

            	
              The
                Seller shall give the Buyer and/or his estate agent and/or the Buyer’s
                authorised representative the opportunity of inspecting the property
                and
                any movables sold with it shortly before the signing of the deed
                of
                delivery.

            


    

    
      	
              8.

            	
              Subject
                to the condition precedent that the property is delivered, the Seller
                hereby assigns to the Buyer all claims which the Seller may now or
                at any
                other time be capable of enforcing against the architect(s), builder(s),
                contractor(s), subcontractor(s), fitter(s) and/or supplier(s) of
                the
                property and any movables sold with it, or any part or parts therein
                or
                thereof, as well as the rights under any subsidy schemes, guarantee
                schemes and certificates of guarantee, all this in so far as such
                claims
                or rights are assignable and without any requirement to give an
                indemnity.

            


    

    
      	
               

            	
              The
                Seller undertakes to provide the Buyer with all relevant information
                at
                his disposal.

            


    

    
      	
               

            	
              Only
                after the property and any movables sold with it have been transferred
                shall the Buyer shall be authorised to effectuate the assignment
                of the
                aforementioned rights by giving notice of this assignment to the
                persons
                against whom the said rights can be
                exercised.

            


    

    
      	
              9.

            	
              The
                transfer of the property shall take place by entry of a copy of the
                deed
                of delivery in the register at the office of the Land and Public
                Registry
                Agency.

            


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    Force
      majeure, risk,
      insurance

    Article
      II

    
      	
              1.

            	
              If
                either party is entirely unable to fulfil his obligations owing to
                an
                occurrence beyond his control (force majeure) other than during a
                foreseeable period of time, this contract of sale shall be cancelled
                following the service of written notice to that
                effect.

            


    

    
      	
              2.

            	
              The
                risk in respect of the property and any movables sold with it shall
                pass
                to the Buyer upon the signing of the deed of
                delivery.

            


    

    
      	
              3.

            	
              If
                as a result of damage, other than minor damage, to the building the
                Seller
                is able to fulfil only part of his obligations, he shall be required
                to
                give immediate notice of this to the Buyer by registered letter and
                to
                send a copy of the notice to the notary. This contract shall then
                be
                cancelled by operation of law, unless the Buyer indicates within
                four
                weeks of receiving the notice of the damage, but in any event before
                the
                date of transfer, that he wishes the contract of sale to be performed.
                In
                that case the contract shall remain in force, but the Buyer may reduce
                the
                purchase price by the amount of such
                damage.

            


    

    
      	
              4.

            	
              If
                the Buyer wishes the contract to be performed, the following provisions
                shall apply:

            


    

    
      	
               

            	
              (a)

            	
              The
                Seller shall compensate the Buyer for the damage in so far as it
                exceeds
                the purchase price. The provision of the previous sentence shall
                not apply
                in the event of damage of a kind not normally covered by Dutch non-life
                insurance companies.

            


    

    
      	
               

            	
              (b)

            	
              If
                any claim under an insurance policy is paid to the Seller, the parties
                shall deem the damage to be equal to the amount of the insurance
                payment,
                unless the Buyer proves that the damage exceeds the insurance
                payment.

            


    

    
      	
               

            	
              (c)

            	
              Any
                sum which the Seller may be required to pay under the provisions
                of (a) as
                compensation for damage in excess of the purchase price need not
                be paid
                to the Buyer until after the Seller has received the insurance payment
                or,
                as the case may be, until the damage has been assessed as referred
                to
                below.

            


    

    
      	
               

            	
              (d)

            	
              If
                the property has suffered damage as a result of a peril against which
                the
                Seller has not taken out adequate insurance, the extent of the damage
                shall be assessed by the parties in mutual agreement. If the parties
                fail
                to reach such agreement, the damage shall be assessed by an expert
                to be
                appointed, at the request of either party, by the court in whose
                jurisdiction the property is
                situated.

            


    

    
      	
               

            	
              (e)

            	
              If
                the Buyer wishes to prove that the damage exceeds the insurance payment
                or
                the event referred to in (d) occurs, or if the damage to the property
                has
                occurred at such a point in time that the production of proof by
                the Buyer
                as referred to in (b) or the assessment of the damage as referred
                to in
                (d) is not possible before the agreed date of signature of the deed
                of
                delivery, this contract shall be performed on the date agreed by
                the
                parties, subject to the proviso that such amount of the purchase
                price as
                the notary may determine will be withheld by the notary until the
                amount
                of the damage has been assessed in a manner binding upon both parties.
                If
                so requested, the Seller shall furnish security to such value as
                the
                notary, at his sole discretion, considers
                sufficient.

            


    

    The
      parties hereby give the notary power of attorney to refund to the Buyer such
      part of the sum withheld as equals the amount of the damage and to pay the
      remainder to the Seller as soon as the damage has been assessed.

    
      	
              5.

            	
              The
                Seller shall take out and maintain at his own expense until the signing
                of
                the deed of delivery insurance for the buildings and structures belonging
                to the property at rebuilding value with an insurance company of
                sound
                repute and upon the terms and conditions usually applied by Dutch
                non-life
                insurance companies. Failing this, the Buyer may take out such insurance
                at the expense and in the name of the Seller, or, as the case may
                be, may
                extend the existing insurance and/or raise it to rebuilding
                value.

            


    

    
      	
               

            	
              The
                Buyer may require the Seller to produce to him the insurance policy
                and
                premium receipts concerned and may also ask the insurance company
                for
                information.

            


    

    


    Assumption
      of
      obligations

    Article
      III

    
      	
              1.

            	
              If
                obligations of a personal nature have been imposed upon the Seller
                which
                he in turn is required to impose upon the Buyer and any subsequent
                buyer
                (i.e. covenants to insert a fresh positive covenant in any subsequent
                conveyance), the Buyer shall - provided he has expressly accepted
                such
                obligations, as shown in Article 6 of the Special Conditions - assume
                and
                fulfil such obligations and also impose the same obligations upon
                his
                successors in title, in the manner described in the deed of
                delivery.

            


    

    
      	
              2.

            	
              The
                Buyer shall not be required to take over any insurance contracts
                concluded
                by the Seller.

            


    

    
      	
              3.

            	
              Orders
                for work to be carried out on the property under the Housing Act
                (Woningwet) which are made after the date of signature of this contract
                of
                sale by the Buyer and the Seller and were not previously announced
                by
                written notice shall be for the account of the Buyer. If the work
                has to
                be carried out before the signing of the deed of delivery, the Seller
                shall consult with the Buyer about the carrying out of such
                work.

            


    

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    Payment
      and
      apportionment

    Article
      IV

    
      	
              1.

            	
              As
                from the date when the deed of delivery is signed all income and
                expenditure in respect of the property shall be for the account of
                the
                Buyer.

            


    

    
      	
               

            	
              Rent
                due up to and including the date of signature of the deed of delivery
                shall be collected by and at the risk of the
                Seller.

            


    

    
      	
               

            	
              The
                local property tax levied on account of the actual use of the property
                shall not be apportioned.

            


    

    
      	
               

            	
              The
                Seller shall pay in full the outgoings for the current periods on
                the date
                of signature of the deed of delivery, without prejudice to the
                apportionment of accounts between the
                parties.

            


    

    
      	
              2.

            	
              If
                tenants have paid deposits, such deposits and any current interest
                on them
                shall be apportioned between the Seller and the Buyer upon the signing
                of
                the deed of delivery.

            


    

    
      	
               

            	
              If
                any bank guarantees have been issued on behalf of tenants in favour
                of the
                Seller, the Seller shall hand over the documents concerned to the
                Buyer
                upon the signing of the deed of delivery; the Seller shall make every
                effort to ensure that these bank guarantees are made out in favour
                of the
                Buyer.

            


    

    
      	
              3.

            	
              Payment
                of the purchase price and any turnover tax and apportionment of the
                income
                and expenditure as specified by the Seller in a statement supplied
                in good
                time before the signing of the deed of delivery and any turnover
                tax
                charged thereon and any deposits shall be made (in accordance with
                the
                said statement) through the notary.

            


    

    
      	
               

            	
              All
                sums owed by the Buyer shall be paid by the Buyer in full upon the
                signing
                of the deed of delivery by transfer to the special account of the
                notary
                no later than on the date of signing of the deed of delivery and
                at the
                value on that date.

            


    

    
      	
              4.

            	
              For
                the benefit of creditors who should – in connection with the correct
                conclusion of the sale and purchase transaction and the delivery
                of the
                property – be paid from the purchase price, the Seller hereby obtains a
                warranty that their claims will be paid by the notary directly from
                the
                purchase price and will be, for this purpose, be transferred from
                the
                special account of the notary to their bank or giro account; the
                notary
                will accordingly be obliged to pay to the Seller himself only such
                part of
                the purchase price as remains thereafter. The Seller and the
                aforementioned creditors agree to accept the notary’s decision on which of
                the creditors notified by the Seller in good time fulfil the
                aforementioned criterion and up to what amounts.  The warranty
                does not extend to the residue due to the
                Seller.

            


    

    
      	
               

            	
              The
                Seller is entitled to receive payment from the notary of the amount
                to
                which he is entitled - and the creditors referred to above in this
                paragraph are entitled to receive payment from the notary of the
                sum to
                which each of them is entitled – only when the notary has ascertained, on
                the basis of written examination of the public registers, that the
                transfer has taken place in conformity with the provisions of Article
                I,
                paragraph 1. The Seller and the aforementioned creditors are aware
                that -
                in connection with the said examination - there may be an interval
                of one
                or more working days between the date of signing of the deed of delivery
                and the date of payment.

            


    

    
      	
              5.

            	
              The
                party who is liable to pay the transfer duty under the terms of this
                contract of sale shall deposit the said duty with the notary upon
                the
                signing of the deed of delivery for payment to the Collector of
                Taxes.

            


    

    
      	
               

            	
              In
                the event referred to in Article 1, paragraph 2 of the Special Conditions,
                the Buyer shall deposit the difference referred to therein with the
                notary
                upon the signing of the deed of delivery for payment to the Seller
                as soon
                as the amount of transfer duty actually due has, in the notary’s opinion,
                been determined.

            


    

    
      	
               

            	
              In
                so far as the Buyer is jointly and severally liable for the outgoings
                as
                referred to in the last sentence of paragraph 1 of this Article up
                to the
                date of signing of the deed of delivery, the Seller shall, if the
                Buyer so
                requires, pay a deposit to the notary, upon the signing of the deed
                of
                delivery, as security for the payment of such
                outgoings.

            


    

    
      	
              6.

            	
              If
                turnover tax is due the Seller shall ensure that the Buyer receives
                in
                good time an invoice within the meaning of the Turnover Tax Act (Wet
                op de
                omzetbelasting) 1968. This obligation shall lapse if the deed of
                delivery
                itself fulfils the requirements of such an invoice or if the notary
                has,
                on behalf of the Seller, supplied such an invoice containing the
                particulars of the Seller when settling the transaction.  If the
                reverse charge procedure as referred to in the Turnover Tax Act 1968
                is
                applicable, the notary shall include in the deed of delivery and/or
                the
                statements the words ‘turnover tax shifted under reverse charge
                procedure’.

            


    

    
      	
              7.

            	
              To
                provide for the eventuality that the purchase price must be refunded
                to
                the Buyer, the Buyer obtains, for the benefit of persons who have
                remitted
                the purchase price (or part thereof) directly to the special account
                of
                the notary, a warranty that these amounts will be refunded by the
                notary
                by transfer to the account from which they were debited; the notary
                shall
                accordingly owe the Buyer only the amounts transferred by the Buyer
                himself. The warranty does not extend to the amounts transferred
                by the
                Buyer himself.

            


    

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    Deposit

    Article
      V

    
      	
              1.

            	
              If
                it has been agreed that the Buyer will pay a deposit as additional
                security for the performance of his obligations, this must be remitted
                to
                the notary’s special account; interest received by the notary on such
                deposit shall be paid to the Buyer.

            


    

    
      	
               

            	
              The
                notary shall confirm in writing to the Seller or to the Seller’s estate
                agent that the deposit or, as the case may be, the bank guarantee
                has been
                received.

            


    

    
      	
              2.

            	
              The
                deposit paid by the Buyer shall be forfeited by operation of law
                if the
                Buyer, after being given notice of default in the manner referred
                to in
                Article VI, fails to perform his obligations during the period specified
                for that purpose in the notice of default.  If the Seller
                demands performance of the contract, the foregoing shall apply (in
                each
                case) only in respect of that part of the deposit owed by the Buyer
                as a
                daily penalty under Article VI, paragraph 2
                (a).

            


    

    
      	
              3.

            	
              The
                notary shall pay the deposit to the Seller upon the signing of the
                deed of
                delivery and in the manner referred to in Article IV, paragraph 4,
                or, as
                the case may be, if the Buyer, after being given notice of default
                in the
                manner referred to in Article VI, fails to perform his obligations
                during
                the period specified for that purpose in the notice of default, the
                notary
                shall pay the deposit to the Seller in proportion to the daily penalty
                forfeited by the Buyer.

            


    

    
      	
               

            	
              In
                the former case the deposit, in so far as not previously paid to
                the
                Seller, shall be deducted from the purchase price and from that part
                of
                the costs and taxes owed by the Buyer on the basis of the provisions
                of
                this contract of sale which are not paid by or on behalf of the Buyer
                from
                other funds.

            


    

    
      	
               

            	
              After
                the signing of the deed of delivery, the notary shall - subject to
                analogous application of Article IV, paragraph 4, second sentence
                - pay to
                the Buyer from the part of the deposit not paid to the Seller, and
                any
                interest on the deposit, everything in so far as these amounts are
                not
                necessary to pay the costs and duties owed by the
                Buyer.

            


    

    
      	
              4.

            	
              The
                notary shall refund the deposit to the Buyer if the Seller – after being
                given notice of default in the manner described in Article VI – fails to
                perform his obligations during the period specified for that purpose
                in
                the notice of default and also if this contract has been cancelled
                on
                grounds other than breach of contract (non-performance) by the
                Buyer.

            


    

    
      	
              5.

            	
              If
                both parties fail to perform their obligations or if the notary is
                unable
                to judge which of the parties is in default, the notary shall retain
                the
                deposit – except where identical payment instructions are received from
                both parties – until it has been determined, by judgment of a court that
                has the force of res judicata or by judgment of a court that is
                enforceable forthwith, to which of the parties he should pay the
                deposit.
                If a bank guarantee has been issued, such bank guarantee must be
                extended
                for the duration of the aforesaid period, failing which the notary
                will be
                obliged to collect payment under the bank
                guarantee.

            


    

    
      	
              6.

            	
              If
                it has been agreed that the Buyer will furnish a bank guarantee,
                such bank
                guarantee shall:

            


    

    
      	
               

            	
              (a)

            	
              be
                unconditional and continue in force until at least one month after
                the
                agreed date of delivery;

            


    

    
      	
               

            	
              (b)

            	
              have
                been issued to the notary by a credit institution with a licence
                with the
                meaning of the Credit System (Supervision) Act (Wet toezicht kredietwezen)
                1992, or by an insurance company with a licence within the meaning
                of the
                Insurance Industry (Supervision) Act (Wet toezicht verzekeringsbedrijf),
                or by a foreign bank of sound repute, this being a matter to be assessed
                solely by the notary; and

            


    

    
      	
               

            	
              (c)

            	
              contain
                a clause to the effect that the amount of the guarantee will be
                immediately paid to the notary when he so
                requests.

            


    

    
      	
               

            	
              If
                the amount of the guarantee is paid to the notary, he shall deal
                with it
                in the manner provided for above.

            


    

    
      	
              7.

            	
              The
                parties hereby authorise the notary to deduct the expenses incurred
                by him
                from the deposit or, as the case may be, from the payment received
                under
                the bank guarantee, plus any interest accrued on such deposit or
                payment.

            


    

    
      	
              8.

            	
              For
                the purposes of this Article the notary alone shall decide whether
                the
                contract has been performed and whether either party or both parties
                is/are in default or, finally, whether the notary is himself unable
                to
                judge which of the parties is in default, subject to the proviso
                that
                during a period of one month after the notary has issued a written
                statement with respect to the above the parties have the right to
                submit
                any dispute on such statement to the court having
                jurisdiction.

            


    

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    Breach
      of contract
      (non-performance)

    Article
      VI

    
      	
              1.

            	
              In
                the event of non-performance or late performance of this contract
                other
                than as a result of events beyond a party’s control (force majeure), the
                party who has failed to perform shall be liable for all damage, including
                costs and interest, suffered by the other party on account thereof,
                irrespective of whether or not the party who has failed to perform
                is in
                default within the meaning of the following
                paragraph.

            


    

    
      	
              2.

            	
              If
                either party fails to perform one or more of his obligations - including
                but not limited to late payment of the deposit or late furnishing
                of an
                adequate bank guarantee - and does not remedy such failure within
                eight
                days of being served with notice of default by bailiff’s notification, the
                party concerned shall be in default and the other party, may choose
                between the following alternatives:

            


    

    
      	
               

            	
              (a)

            	
              demand
                performance of the contract, in which case the party in default will
                forfeit an immediately payable penalty of three per mille of the
                purchase
                price for each day that passes from the end of the aforesaid term
                of eight
                days until the day of performance;

            


    

    
      	
               

            	
              (b)

            	
              cancel
                the contract by a written statement to that effect and demand payment
                of
                an immediately payable penalty of ten per cent of the purchase
                price.

            


    

    
      	
              3.

            	
              Any
                penalty paid or due shall be deducted from any compensation due,
                together
                with interest and costs.

            


    

    
      	
              4.

            	
              This
                shall include any turnover tax due on the
                penalty.

            


    

    
      	
              5.

            	
              The
                notice of default procedure and the penalty scheme described in paragraph
                2 shall no longer apply after the notary has verified by written
                examination of the public registers that the transfer has been carried
                out
                in accordance with the provisions of Article I, paragraph 1, and
                after the
                Seller and any creditors referred to in Article IV, paragraph 4,
                have each
                received from the notary the amount to which they are
                entitled.

            


    

    


    Conditions
      subsequent

    Article
      VII

    Any
      conditions subsequent which may have been agreed between the Seller and the
      Buyer shall cease to have effect after the deed of delivery has been
      signed.

    


    Costs
      in the case of
      cancellation

    Article
      VIII

    If
      this
      contract is cancelled by mutual consent, the costs of the work performed by
      the
      notary in relation to this contract of sale and its execution shall be borne
      equally by the Seller and the Buyer, each bearing half of such
      costs.

    If
      this
      contract is cancelled as a result of the fulfilment of a condition subsequent,
      the aforementioned costs shall be borne by the party who invokes such condition
      subsequent or on whose behalf the condition subsequent was
      included.

    If
      this
      contract is cancelled on account of non-performance by one of the parties,
      the
      aforesaid costs shall be borne by that party.

    If
      the
      contract is cancelled by the Buyer on account of his statutory right to cancel
      the contract within three days of the date on which he receives a copy of the
      contract, he shall bear the aforementioned costs.

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    Final
      clauses

    Article
      IX

    
      	
              1.

            	
              For
                the purposes of this contract and its consequences and until the
                deed of
                delivery has been signed, the parties choose as their address for
                service
                the office of the notary in whose custody this contract will
                remain.

            


    

    
      	
              2.

            	
              If
                two or more persons are Buyers or if two or more persons are Sellers,
                the
                following rules shall apply:

            


    

    
      	
               

            	
              (a)

            	
              the
                Buyers (or, as the case may be, the Sellers) may exercise their rights
                under this contract only jointly, subject to the proviso
                that:

            


    

    
      	
               

            	
              -

            	
              the
                Buyers hereby give each other an irrevocable power of attorney to
                cooperate in the delivery and transfer on each other’s
                behalf;

            


    

    
      	
               

            	
              -

            	
              the
                Sellers hereby give each other an irrevocable power of attorney to
                cooperate in the delivery and transfer on each other’s
                behalf;

            


    

    
      	
               

            	
              (b)

            	
              the
                obligations of the Sellers under this contract are joint and
                several;

            


    

    
      	
               

            	
              (c)

            	
              the
                obligations of the Buyers under this contract are joint and
                several.

            


    

    
      	
              3.

            	
              Where
                reference is made in this contract to ‘payment to the notary’ or ‘deposit
                with the notary’ this means payment into the special account of the
                notary.

            


    

    
      	
              4.

            	
              The
                Seller and the Buyer instruct the notary to perform such activities
                as are
                necessary for the performance of this contract. The Seller and the
                Buyer
                give the notary a power of attorney to arrange, in the eventuality
                that
                this contract is cancelled, for the cancellation of the entry of
                this
                contract in the public registers.

            


    

    
      	
              5.

            	
              By
                countersigning this contract the notary affirms that he assumes the
                obligations to which he is subject under this contract and that he
                accepts
                the authorisations and powers given to him
                herein.

            


    

    


    Signed
      in
      Leimuiden on 26 July 2007

    and
      in
      Amsterdam on 31 July 2007.

    


    
      	
              Seller

            	
              Buyer

            	
              Notary

            


    

    


    


    As
      proof
      of their approval and co-operation to the above this agreement is also signed
      by
      the four shareholders in the Seller.

     

    


    ______________                                                   ______________

    Shareholder
      1                                                   Shareholder
      2

    A.H.
      Hommel                                                   A.
      Hulsker

    


    
 

    ______________                                                   ______________

    Shareholder
      3                                                   Shareholder
      4

    C.
      van
      der
      Horst                                                                   R.H.
      Dresselhuis


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    Annex
      4

    


    Conditions
      subsequent

    Article
      9

    This
      purchase is subject to the conditions subsequent that:

    


    
      	
              a.

            	
              the
                buyer will not have obtained any necessary approval, or the promise
                in
                that respect of the Board of Royal Invest International Corporation,
                and
                the buyer has also stated in writing and documented to the civil-law
                notary at the latest on the first working day after the last-mentioned
                date, that he wants to dissolve this agreement on account of not
                obtaining
                or not timely obtaining of said promise;
                and/or

            


    

    



    
      
        
        

      

      
        16