f8k0801_x104-riic.htm


    Sterel
      c.s.

    Notary's
      practice, Estate planning
& Mediation

    Paasheuvelweg
      16

    Postbus
      12185

    1100
      AD Amsterdam

    Telephone:
      +31 (0) 20-5646110

    Fax:
      +31
      (0)20-5646111

     

    CONTRACT
      OF SALE

     

    The
      undersigned:

    


    
      	
              1.

            	
              Mr
                Nielkanth Baldewpersad
                Tewarie, residing at 1446 AE Purmerend, Westerweg 61-A, born in
                District Nickerie (Surinam) on the tenth of May nineteen hundred
                and
                fifty-seven, holder of a passport with number NE3043179, issued in
                Amsterdam on the nineteenth of May two thousand and three, married,
                hereinafter to be referred to as “the
                Seller”;

            


    

    


    
      	
              2.

            	
              Mr
                Franciscus Adrianus
                MariaFaijdherbe, residing at 1066 CE Amsterdam, Sloterweg 1137,
                born in Amsterdam on the first of April nineteen hundred and fifty-three,
                holder of a passport with number NF1106644, issued in Amsterdam on
                the
                eleventh of September two thousand and three, unmarried and not registered
                as a partner, hereinafter to be referred to as “the
                Guarantor”

            


    

    


    
      	
              3.

            	
              Mr
                David Havenaar,
                residing at 3024 VD Rotterdam, Willem Buytewechstraat 118 C 2, born
                in
                ‘s-Gravenhage on the seventh of March nineteen hundred and sixty-three,
                holder of a passport with number NK4376171, issued in Rotterdam on
                the
                ninth of February two thousand and six, unmarried and not registered
                as a
                partner,acting in this matter as authorized director of and as such
                representing the private company with limited
                liability:

            


    

    
      	
               

            	 


    

    
      	
               

            	
              Wah
                King Properties
                B.V., with registered office in Hoofddorp and place of business
                at
                1066 EE Amsterdam, Ditlaar 7 (postal address: Postbus 75139, 1070
                AC
                Amsterdam), registered in the trade register of the Chamber of Commerce
                and Industry for Amsterdam under file number 34130365, hereafter
                to be referred to as “the
                Buyer”;

            


    

    
      	
               

            	
               

            


    

    have
      agreed that:

    


    the
      Seller shall sell to the Buyer, who shall purchase from the Seller:

    
      	
              a.

            	
              the
                following registered property:

            


    

    the
      office building with parking places, the underlying and adjacent ground and
      further appurtenances, known locally as Sloterweg 22 in Badhoevedorp (postal
      code: 1171 CR), recorded in the land register as Municipality of Haarlemmermeer,
      section H number 3348, having an area of two ares and ninety-five centiares
      (2.95 a), number 3140, having an area of twelve ares ten centiares (12.10 a),
      number 5302, having an area of six ares twenty-three centiares (6.23 a) number
      8124, having an area of sixty centiares (0.60 a) and number 9209, fifty-eight
      centiares (0.58 a);

    
      	
               

            	
              hereinafter
                to be jointly referred to as "the
                property";

            


    

    
      	
              b.

            	
              the
                moveable good/goods in or attached to the property referred to in
                Article
                10;

            


    

    
      	
              c.

            	
              the
                claims acquired by the Seller on the basis of the ownership of the
                property during the period to be calculated as of the date of acquisition
                of the property by the Seller up to the date of delivery as referred
                to in
                Article 7 of this agreement.

            


    

    Insofar
      as the determining in consultation is concerned, the parties will act in
      accordance with that stated in the letters attached.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    The
      purchase price for the property will amount to three million four hundred
      seventy-five thousand Euro, excluding turnover tax, increased by the sum of
      all
      income and expenditure of the Seller in relation to the property as of 3
      December 2004 up to and including the date of delivery, excluding turnover
      tax,
      which must be determined in mutual consultation on 28 February 2007 at the
      latest.

    The
      purchase price for the goods referred to under "b" is null.

    The
      purchase price for the claims referred to under “c” shall be further determined
      by the parties, but on 31 March 2007 at the latest. Insofar as the determining
      in mutual consultation is concerned, parties shall act in accordance with that
      stated in the letters attached.

     

    DEFINITIONS

    


    In
      this
      contract of sale, the following definitions shall 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 civil-law notary referred to at 4
                below or the civil or general partnership in which he works together
                with
                other civil-law notaries, which account is kept at account number
3005.89.131. under
                the name of
                Sterel et al. in Amsterdam and/or exclusively insofar as it concerns
                the
                payment referred to in Article 8 of the deposit to the third parties’
                account Stichting Derdengelden RechtStaete, account number 68.44.31.211
                stating Tewarie/Faijdherbe;

            


    

    
      	
              3.

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

            


    

    
      	
              4.

            	
              ‘the
                civil-law
                notary’: the civil-law civil-law notary employed by Sterel et al.
                in Amsterdam, or his deputy or
                associate;

            


    

    
      	
              5.

            	
              ‘the
                property’:
                the registered property/properties described above under
                (a).

            


    

    


    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.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    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 for in the Legal Transactions
                (Taxation) Act (Wet op
                belastingen van rechtsverkeer), shall be paid by the
                Buyer.

            


    

    The
      civil-law 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 and the movables referred
                to
                in Article 10 that he is not acting as an entrepreneur within the
                meaning
                of the Turnover Tax Act (Wet op de
                omzetbelasting) 1968

            


    

    
      	
              ·  

            	
              and
                the Seller and the Buyer are making a joint request for the delivery
                to be
                treated as a delivery liable to turnover tax, with the result that
                turnover tax is due on account of the delivery of the
                property.

            


    

    
      	
              4.

            	
              The
                purchase price of the property is increased by the turnover tax referred
                to  in the previous paragraph. Since the reverse charge
                procedure is applicable, the   turnover tax shall be paid
                directly by the Buyer to the Collector of Taxes onsubmission of a
                tax
                return.

            

   

    
      	
              5.

            	
              The
                Seller warrants that the property is or will be used by him for the
                purposes of his business or will be used before the
                delivery.

            


    

    The
      Seller warrants that the tenant/tenants of the property pays/pay VAT on the
      rental, 90% or more of which, or 70% or more of which as described below in
      paragraph 6 (b), is deducted as tax paid at the preceding stage.

    
      	
              6.

            	
              The
                Buyer warrants that:

            


    

    
      	
               

            	
              (a)

            	
              90%
                or more

            


    

    (b)           70
      % or more of his use of the property (which percentage replaces the percentage
      referred to under (a) on the basis of the list of designated industries and
      sectors appended to Communication 42 of the Ministry of Finance) will be for
      activities for which a right of deduction of turnover tax exists and that he
      will start using the property before the end of the financial year following
      the
      financial year in which delivery takes place.

    
      	
               

            	
              The
                Buyer warrants that he will issue, for the purpose of the taxed delivery
                request, a declaration signed by him and showing that the 90% criterion
                (or the 70% criterion) is met by
                him.

            


    

    
      	
               

            	
              The
                Buyer also warrants that he will inform the Seller, by means of a
                declaration signed by the Buyer and sent within four weeks of the
                end of
                the Buyer’s financial year following the financial year of delivery or
                following delivery by the Buyer before the end of the former financial
                year, whether the relevant criterion has been met since the property
                was
                first used by him. The Buyer shall send a copy of this declaration
                within
                the same period of four weeks to the inspector of the region of the
                Tax
                and Customs Administration under which the Buyer comes. The Seller
                and the
                Buyer mutually undertake to submit the taxed delivery request correctly
                and in good time before the delivery, in which connection the Buyer
                irrevocably authorises the Seller to make the taxed delivery request
                on
                his behalf.

            


    

    
      	
               

            	
              The
                Buyer is aware that the request to treat the delivery of the property
                as a
                delivery liable to turnover tax can be granted only if the aforementioned
                90% criterion (or the 70% criterion) is met by him in his financial
                year
                in which the delivery of the property takes place and the following
                financial year and that a demand for further tax will (or may) be
                imposed
                on him by the Tax and Customs Administration if it transpires that
                he has
                not met the aforementioned criterion. The turnover tax to be collected
                later concerns the revised turnover tax of the Seller and the other
                turnover tax deducted at the previous stage regarding the sale and
                delivery of the property to the
                Buyer.

            


    

    
      	
               

            	
              In
                connection with the above, the Seller
                warrants:

            


    

    
      	
              ·  

            	
              that
                the review period of Article 15, paragraph 4, of the Turnover Tax
                Act
                (Wet op
                de omzetbelasting)
                1968 started on 3 December 2004;

            


    

    
      	
              ·  

            	
              that
                with regard to his purchase
                of the property an amount of € 660,250 has been deducted;
                and

            


    

    
      	
              ·  

            	
              that
                with regard to the sale
                costs incurred by him an amount of null has been or will be
                deducted.

            


    

    
      	
              7.

            	
              Where
                reference is made to ‘delivery’ in paragraphs 3, 4, 5,
                6 and 7
                of this Article, this is intended to mean delivery within the meaning
                of
                the Turnover Tax Act (Wet op de
                omzetbelasting) 1968, or an act involving an encumbrance deemed to
                be a letting solely within the meaning of Article 3, paragraph 2,
                in
                conjunction with Article 11, paragraph 1 (b) (5) final
                sentence.

            


    

    
      	
               

            	
              8.
                 If the Buyer
                does not meet the requirements for a delivery or letting that is
                liable to
                the levy of turnover tax although the parties have opted for this,
                the
                Buyer shall repay to the Seller in full and at the latter’s first request
                the damage resulting from this suffered by the Seller. In this connection
                damage is deemed to mean not only turnover tax to be paid by the
                Seller to
                the Tax and Customs Administration or the reduced amount of turnover
                tax
                to be received back from the Tax and Customs Administration but also
                the
                penalties and interest connected
                herewith.

            


    

    
      	
               

            	
              At
                the present, the property is not fully let. In the event that the
                empty
                parts of the property are not let by the Seller subject to turnover
                tax
                before the date of delivery, the Seller shall suffer losses with
                regard to
                the payment of Dutch VAT. In this case, the Buyer will give the Seller
                compensation for these losses as of the date of delivery. In connection
                with the above, the Seller shall be obliged to let the empty parts
                exclusively with the permission of the
                Buyer.

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Representationsby
      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 and any movables sold with
                it;

            


    

    
      	
              (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 property that have not yet been carried out, or that have been
                carried
                out by a government agency but have remained unpaid, save as may
                be
                specified in Article 11;

            


    

    
      	
              (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
                property;

            


    

    
      	
              (f)

            	
              the
                technical installations and the mains, pipes, cables and wiring present
                in
                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 and any movables sold
                with it
                will not be the subject of any claim and will not be used by third
                parties
                without any right or title thereto;

            


    

    
      	
               

            	
              (i)

            	
              1.

            	
              The
                property is let at present. On the most recent due date, the following
                sums were paid as rent for the property by the following tenants
                and
                co-tenants as defined in Articles 7:266 and 7:267 of the Netherlands
                Civil
                Code, sufficiently known to the
                parties:

            


    

    parts                               VAT                                amounts                                tenants
      and
      co-tenants

    


    
      	
               

            	
              The
                letting liable to turnover tax does not follow from the transitional
                measure on a taxed letting to tenants who cannot deduct the transfer
                tax
                in its entirety (or virtually in its entirety) (transitional scheme
                for
                amendment of the law on 31 March
                1995).

            


    

    
      	
               

            	
              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
                tenants have paid the following deposits: a deposit with regard to
                the
                Actuarieel Adviesbureau Vermaasse
                B.V.

            


    

    
      	
              (j)

            	
              No
                ground lease
                exists;

            


    

    
      	
              (k)

            	
              No
                other easements exist than those stated on
                the appendix
                attached to this deed;

            


    

    
      	
              (l)

            	
              No
                obligations exist entailed by a particular title, within the meaning
                of
                Article

            


    

     6:252
      of the Netherlands Civil Code;

    
      	
               

            	
              (m)
No
                perpetual clauses
                need to be imposed upon the Buyer;

            


    

    
      	
               

            	
              (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
                value of the property for the purposes of the Property Valuation
                Act (WOZ)
                is EUR p.m.;

            


    

    
      	
               

            	
              the
                charges with respect to the property are as
                follows:

            


    

    
      	
              ·  

            	
              property
                tax payable on account of real right of enjoyment: EUR  per
                month;

            


    

    
      	
              ·  

            	
              water
                supply contribution: EUR  per
                month;

            


    

    
      	
              ·  

            	
              water
                control corporation charges etc: EUR  per
                month;

            


    

    
      	
              ·  

            	
              sewage
                (connection) charge: EUR  per
                month;

            


    

    
      	
              ·  

            	
              local
                tax payable by the owner on encroachments over public land:
                EUR  per month;

            


    

    
      	
              ·  

            	
              other
                periodic charges: EUR  per
                month

            


    

    
      	
              (p)

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

            


    

    
      	
              (q)

            	
              extended
                fire cover for the property has been taken out with a sound company
                for an
                adequate sum.

            


    

    
      	
               

            	
              To
                the Seller’s knowledge there is no increased risk; the latest insurance
                premium has been paid;

            


    

    
      	
               

            	
              any
                movables sold with the property have been adequately insured by means
                of
                the Seller’s household contents
                policy;

            


    

    
      	
              (r)

            	
              no
                legal action, binding advice procedure or arbitration is at present
                pending with respect to the property and/or any movables sold with
                the
                property; with regard to the claims mentioned under c in the opening
                words, the Seller has instituted procedures, which fact is sufficiently
                known to the Buyer;

            


    

    
      	
              (s)

            	
              the
                procedure referred to in Article 2:94c / 2:204c of the Netherlands
                Civil
                Code was not applicable when the Seller acquired the
                property;

            


    

    
      	
              (t)

            	
              the
                property, any movables sold with the property and the installations
                referred to under (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 is connected to the telephone and cable television network
                and
                has lawful and unrestricted access to the public highway in the manner
                evident on the spot;

            


    

    
      	
              (v)

            	
              The
                Seller has used the property exclusively as investment, retail,
                storage and
                office space (multi-tenanted business
                premises).

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    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
      representationsconcerning
      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 (d) above or for compulsory
                purchase.

            


    

    
      	
              (f)

            	
              to
                his knowledge no permit to split the property as referred to in Article
                33
                of the Housing Allocation Act (Huisvestingswet) has
                been applied for with respect to the
                property;

            


    

    
      	
              (g)

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

            


    

    


    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, based on the current
                situation;

            


    

    
      	
              (b)

            	
              he
                acknowledges that he has received a copy
                of:

            


    

    
      	
               

            	
              -

            	
              the
                tenancy agreements (in copy)

            


    

    
      	
               

            	
              -

            	
              the
                bank guarantees provided by the tenants (in
                copy)

            


    

    
      	
               

            	
              -

            	
              the
                deed of delivery;

            


    

    
      	
              (c)

            	
              he
                warrants that the procedure referred to in (Article 2: 94c/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 under
                v;

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    Delivery

    Article
      7

    The
      deed
      of delivery shall be executed before the civil-law notary on 31 March
      2007;

    


    Deposit

    Article
      8

    As
      additional security for the fulfilment of his obligations the Buyer shall pay
      a
      deposit of fifty thousand Euro into the special account of the civil-law notary,
      such on 28 February 2007 at the latest and moreover in the manner further
      indicated in the standard conditions, and furthermore in accordance with that
      stipulated in the document attached to this purchase agreement and signed by
      the
      parties for approval. In the event that that stated in the attached document
      is
      in violation with that stated in the standard conditions, that stated in the
      document attached shall prevail.

    


    Conditions
      subsequent

    Article
      9

    This
      contract of sale is made subject to the following condition(s):

    
      	
              (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);

            


    

    
      	
              (b)

            	
              the
                Seller has not withdrawn the application for the bankruptcy of the
                surety
                within a week at the maximum after the timely payment of the deposit
                referred to in Article 8. In the event that this condition subsequent
                is
                fulfilled, the deposit will be repaid to the Buyer by the Seller.
                The
                Seller shall issue an order for this purpose to the above-mentioned
                foundation as soon as possible.

            


    

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

    The
      parties agree to cooperate fully in order to obtain the aforesaid permit,
      consent and undertaking(s) in good time.

    


    Movables

    Article
      10

    The
      movables included in this contract of sale are:

    
      	
              ·  

            	
              none;

            


    

    


    Provisions

    Article
      11

    The
      provisions referred to in Article 2 (b) are:

    
      	
              ·  

            	
              none;

            


    

    


    Special
      Conditions on
      pollution

    Article
      12

    Not
      applicable

    


    Jurisdiction
      and choice of
      law

    Article
      13

    
      	
              1.

            	
              Any
                disputes arising from or in connection with this contract shall be
                heard
                and decided upon exclusively by the court in whose jurisdiction the
                property 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).

            


    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    Standard
      Conditions / limitation of
      liability

    Article
      14

    Not
      applicable

    


    Consent,
      authorisation and
      cooperation of third parties

    Article
      15

    Not
      applicable

    


    Other
      Special
      Conditions

    Article
      16

    Supplementary
      to that stipulated in Article VI paragraph 2 of the standard conditions, the
      notice of default referred to therein can also be made by registered post with
      return receipt requested.

    


    Cooling-off
      period/ cadastral
      registration

    Article
      17

    The
      Buyer
      shall instruct the civil-law 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.

    With
      a
      view to further explaining the choice as to whether or not to register the
      purchase in the public registers designated for that purpose, the following
      was
      pointed out to the Buyer by the civil-law notary;

    Pursuant
      to Article 7.3 paragraph 3 of the Netherlands Civil Code, the following cannot
      be invoked against the Buyer whose purchase has been registered;

    
      	
              a.  

            	
              a
                sale or encumbrance realized by the seller after registration of
                the
                purchase, barring the exceptions included in that
                paragraph;

            


    

    
      	
              b.  

            	
              sale
                of encumbrance realized following the sale of encumbrance by the
                Seller
                referred to under a;

            


    

    
      	
              c.  

            	
              an
                administration order realized after the registration of the purchase
                or,
                if it was realized before, which as not then registered in the public
                registers, unless the Buyer was aware of this at the time of the
                registration of the purchase;

            


    

    
      	
              d.  

            	
              hiring
                or leasing out realized after the registration of the
                purchase;

            


    

    
      	
              e.  

            	
              a
                stipulation as referred to in Article 252 of Book 6 registered after
                the
                registration of the purchase;

            


    

    
      	
              f.  

            	
              an
                attachment under a warrant of execution or prejudgment attachment
                the
                report of which was registered after the registration of the
                purchase;

            


    

    
      	
              g.  

            	
              a
                bankruptcy or suspension of payment of the Seller or application
                with
                regard to him of the debt rescheduling scheme for natural persons,
                pronounced after the date upon which the purchase was
                registered.

            


    

    


    Surety

    Article
      18

    


    The
      guarantor is hereby obliged by way of surety vis-à-vis the Buyer to observe the
      obligations of the Buyer flowing from this purchase agreement in the manner
      referred to in Articles 7:850 and the following of the Dutch Civil Code, such
      up
      to a maximum sum of three million six hundred thousand Euro, which surety is
      hereby accepted by the Seller.

    


    This
      contract of sale has been signed by Mr Nielkanth Baldewpersad Tewarie (the
      Seller), Mr Franciscus Adrianus Maria Faijdherbe (the Guarantor) and Mr David
      Havenaar (the Buyer).

     

    Signed
      on
      February 16 2007

     

    The
      Standard Conditions have not been translated.


    
      
        
        

      

      
        7