B. The parties reached an Agreement and now desire to provide for thetermination of the Promissory Transfer of Shares Agreement and the **PROMISSORYSELLERS**agreed to return the Deposit to **MPEL**;NOW, THEREFORE, in consideration of the above, it is agreed as follow:1. **Termination**. By signing the present Termination Agreement the Parties agreeto terminate the Promissory Transfer of Shares Agreement dated May 17th, 2006.2. **Deposit Return.**The Promissory Sellers and MPEL by copy of this contract giveinstructions to the stakeholder, C&C Lawyers Office, to deliver to Melco Crown EntertainmentLimited the Deposit paid by MPEL in the amount of HK$100.000.000,00 (One hundred Million Hong Kongdollars). MPEL acknowledges and accepts that the receipt of the said amount by Melco CrownEntertainment Limited shall be considered as discharge of all the obligations of the PromissorySellers and the stakeholder, under this agreement, the Promissory Transfer of Shares Agreementdated May 17th, 2006 and the letter of escrow, and MPEL further agrees to keep both the PromissorySellers and the stakeholder indemnified against any claim regarding the return of the deposit afterthey have proceeded as instructed in the present clause and after the receipt by Melco CrownEntertainment Limited of the said amount of HK$100.000.000,00 (One hundred Million Hong Kongdollars).3. **Power of Attorney**: **MPEL**will return to the Promissory Sellers the Power of Attorneyreferred to in the Clause 4 of the Promissory Transfer of Shares Agreement dated May 17th, 2006with all existing copies thereof, and hereby acknowledge the right of **OMAR**to revoke the said Powerof Attorney, and assume the obligation of not using the said Power of Attorney to any purpose afterthe signing of the present Agreement.4. **Mutual Release**. Subject to the receipt of the amount referred to in number 2 above, **MPEL**releases, discharges and waives any claims known or unknown, against the **PROMISSORY SELLERS**, itssuccessor, assigns, officers or directors, arising out of or in any way connected with thePromissory Transfer of Shares Agreement dated May 17th, 2006, and **PROMISSORY SELLERS**herebyrelease, discharge and waive any claims, known or unknown, against **MPEL**, its successors, assigns,officers or directors, arising out of or in anyway connected with the Promissory Transfer of SharesAgreement dated May 17th, 2006.5. **Termination.**After the signature of this Agreement and the return of the deposit in the wayreferred to in clause 2 above, the Promissory Transfer of Shares Agreement dated May 17th, 2006,will be terminated and all rights and obligations of the **PARTIES**will cease with the exception ofthe rights and obligations arisen from Clause 14 of the said Agreement.
 
 

 
6. **Final Agreement.**This Agreement shall constitute the final agreement and understanding ofthe **PARTIES**on the subject matter hereof. This Agreement may be modified only by a further writingsigned by the parties.7. **Macau Law.**This Agreement shall be governed by the laws of Macau, SAR. In case any one ormore of the provisions contained herein shall for any reason be held to be invalid, illegal orunenforceable in any respect, such invalidity, illegality or unenforceability shall not affect anyother provision of this Agreement, but this Agreement shall be construed as if such invalid,illegal or unenforceable provisions had not been contained herein.8. **Counterparts**. This Amendment may be executed in any number of counterparts, each of whichshall be deemed to be an original, but all of which together shall constitute one and the sameinstrument.IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their dulyauthorized officers as of the 17 day of December, 2009.           **DOUBLE MARGIN LIMITED**   **LEONG ON KEI, aka ANGELA LEONG**:             s/d     s/d                      By: Li Chi Keung   By: Leong On Kei also known as Angela Leong                        Title: Director   Title: Director                        **MPEL (MACAU PENINSULA) LIMITED**    **SOCIEDADE DE FOMENTO PREDIAL OMAR, LIMITADA,**             s/d     s/d                      By: Chung Yuk Man   By: Leong On Kei also known as Angela Leong                     Li Chi Keung                        Title: Director   Title: Directors