f8k0813_x105-riic.htm

Exhibit 10.5 Legal Service
Agreement

    
      
         


      

      
         


        
          

        

      

      
         


        
          Page
1.

        

      

    


    LEGAL SERVICES
AGREEMENT

    


    


    


    THE UNDERSIGNED:

    


    ROYAL
INVEST INTERNATIONAL CORPORATION (RIIC) a publicly traded corporation trading on
the Over the Counter (“OTC”) under the symbol RIIC, incorporated in the United
States of America in the State of Delaware with its registered office located at
980 Post Road East, Westport, Connecticut 06880 legally represented by its CEO
Mr. Jerry Gruenbaum, hereinafter also referred to as “RIIC”

    


    and

    


    SEC
ATTORNEYS, LLC, a limited company organised and existing under the laws of THE
State of Connecticut (ATTY) with its registered office at 116 Court Street,
Suite 707, New Haven, Connecticut 06511 herewith represented by Attorney Jerry
Gruenbaum.

    


    


    WHEREAS:

    


    
      	
              ·  

            	
              RIIC
      has requested and appointed ATTY to render certain referred to in Article
      3 of this Agreement, which services ATTY is willing to
    render;

            


    

    


    
      	
              ·  

            	
              the
      parties hereto wish to establish their mutual obligations and
      responsabilities;

            


    

    


    


    HEREWITH
UNDERTAKE AND AGREE THE FOLLOWING:

    


    


    Article 1 -
Appointment

    


    
      	
              1.  

            	
              ATTY
      is hereby appointed as of December 1, 2008 as legal counsel for RIIC for a
      period of one year and thereafter for an indefinite
  period.

            


    

    


    


    Article 2 –
Termination

    


    
      	
              1.  

            	
              RIIC
      may dismiss ATTY after one year at any time, with or without cause, by
      giving three month's written notice by registered mail to ATTY at its
      registered office as mentioned
above.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


        
          Page
2.

        

      

    


    
      	
              2.  

            	
              ATTY
      may resign after one year with immediate effect at any time, with or
      without cause, by giving written notice by registered mail addressed to
      RIIC's legal address.

            


    

    


    
      	
              3.  

            	
              Neither
      the dismissal nor the resignation of ATTY can ever per se serve as grounds
      for a claim for damages on the part of
RIIC.

            


    

    


    


    Article 3 –
Services

    


    
      	
              1.  

            	
              Within
      its professional standards ATTY will act as securities and corporate
      counsel and will manage and control the conduct of the business of RIIC by
      providing a CEO for RIIC in accordance with the resolutions passed by and
      the instructions of the shareholders and Board of Directors of RIIC and
      the articles of association of RIIC and the laws of the United
      States.

            


    

    


    
      	
              2.  

            	
              ATTY
      will maintain the due order and good standing of RIIC and undertakes to
      perform such duties as may reasonably be expected of
  them.

            


    

    


    
      	
              3.  

            	
              The
      duties of ATTY to RIIC will not prevent ATTY from acting in such capacity
      to other companies.

            


    

    


    


    Article 4 –
Confidentiality

    


    
      	
              1.  

            	
              ATTY
      will hold in strict confidence all information received from RIIC. and/or
      the shareholders of RIIC unless such information can be obtained by the
      general public through inspection of public registers and when disclosure
      of such information is required by
law.

            


    

    


    
      	
              2.  

            	
              ATTY
      undertakes not to use the information obtained for any purpose other than
      for or in connection with its legal obligations to
  RIIC.

            


    

    


    
      	
              3.  

            	
              On
      termination of this agreement, ATTY undertakes to return all such
      information it has from RIIC and/or the shareholders of RIIC in any form
      as well as not to use such information after the aforesaid
      termination.

            


    

    


    


    Article 5 –
Fees

    


    
      	
              1.  

            	
              In
      consideration for performance by SEC in accordance with the terms of this
      Agreement, RIIC agrees to pay ATTY a fixed fee of € 12.500 - monthly
      starting December 1, 2008 plus the reimbursement of actual costs and
      disbursements (expenses), including but not limited to telex, telefax,
      telephone, postage, etc.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


        
          Page
3.

        

      

    


    
      	
              2.  

            	
              Fees
      shall be adjusted every year on the basis of the increase (if any) of the
      cost of living index in The United
States.

            


    

    


    
      	
              3.  

            	
              Fees
      and reimbursement of charges will be billed either monthly or quarterly by
      ATTY.

            


    

    


    
      	
              4.  

            	
              All
      fees and charges, when billed by ATTY shall be paid without set-off or
      counterclaim, and free and clear of and without deductions, within one
      month of the day on which they are billed. Legal interest will accrue on
      all overdue amounts from the day following the last day on which the fees
      and charges should have been paid.

            


    

    


    
      	
              5.  

            	
              In
      addition to the payment of legal interest, RIIC hereby agrees to pay any
      and all costs incurred in the collection of overdue amounts owed pursuant
      to this Agreement, including reasonable legal
  fees.

            


    

    


    


    Article 6 - Applicable law
and forum

    


    This
Agreement shall be interpreted in accordance with and be governed by the laws of
the State of Connecticut in the United States. Any dispute hereunder will be
submitted to the state court in Fairfield County, Connecticut, acting in the
first instance, unless ATTY as petitioner chooses to submit the dispute to any
other court having jurisdiction over the parties.

    


    IN
WITNESS WHEREOF, this Agreement has been concluded by the parties hereto as of
November 7. 2008, and has been signed in duplicate in Amsterdam, the Netherlands
on November 7, 2008.

    


    


    


    /s/ Jerry
Gruenbaum

    Jerry
Gruenbaum, CEO

    ROYAL
INVEST INTERNATION CORPORATION

    


    


    


    /s/ Jerry
Gruenbaum

    Jerry
Gruenbaum, Esq.

    SEC
ATTORNEYS, LLC