DATE_______________________________

DATE_________________________________

1.0 PARTIES

1. R.C REAL ESTATE DEVELOPMENT AND FINANCE CORPORATION, with its address at 16th Floor, Sailing Tower, 111A Pasteur Street, Ben Nghe Ward, District 1, Ho Chi Minh City, Vietnam (“Refico”).
2. New Markets Pte
3. Dragon Age Holdings BVI

2 & 3 are collectively the “Foreign Party”

2.0 BACKGROUND

Location and Site Plans are attached as Appendix 2

Westlake international tower (wit), 18 Thuy Khue, Hanoi, Vietnam, is currently owned as follows

• Newtatco 49%
• New Markets Pte 37%
• Dragon Age Holdings BVI 14%

The ownership is via a Joint Venture Contract dated the 6th August 2010 as amended on the 8th August 2011. English translations of both are attached as Appendix 2

There is an Investment Certificate dated the 12th December 2011 (Appendix 3) and a Construction License dated the 18th January 2012 (Appendix 4)

All calculations within this document are based on the Financial Statement dated the 31st December 2011, which we understand forms the basis of the Audited Accounts and is agreed between the current owners. A set of updated Audited Accounts will need to be prepared and agreed between the current owners and Refico. Adjustments to the terms in this document will be made in accordance with those updated Audited Accounts.

For example, Refico has calculated from the Financial Statement dated the 31st December 2011 that the Foreign Parties have a shortfall of US$1,315,639.82. However nowhere is this amount explicitly stated.

 
In summary:-

• the Joint Venture is for a term of 30 years from April 1994
• The Land Area is 2,916 sq metres
• The Construction License is for a basement and for GFA above ground of 18,300 sq metres on 17 floors
• The use of the building is for serviced apartments and offices

3.0 FINANCIAL SUMMARY

• The Foreign Partner agrees that the 2011 audit is accurate, and that there can only be minor changes between then and now except for some operating costs.
• The Foreign Partner has objected to the 2012 audit report because the VN party wanted to integrate that they have paid in 109% of capital. The Foreign Partner disagrees with that assessment because the VN party paid it back to themselves immediately via unauthorised loans.

4.0 INTENTION OF THE PARTIES

Refico will Joint Venture with the Foreign Party to develop the Project, initially via the offshore vehicle Dragon Age. Refico will cooperate with Newtatco to enable construction to start and to redesign the project to be more appropriate to the current market and therefore provide better returns. The project will be redesigned to include but not be limited to apartments for sale, but initially apartments to lease (serviced apartments). 
5.0 HEADS OF TERMS

• To use Dragon Age as the offshore Holding Company for both Refico and the Foreign Party
• It is assume that the Foreign Party will not contribute any further cash
• The Registered Capital of the Project is US$11M. The Foreign Party will need to pay in as follows:-
To balance current Accounts US$M %
Dragon Age $703,480.00
New Markets $1,680,441.00
Total $2,383,921.00 42.49% Of Foreign Share
Unpaid $1,315,639.82
Total Foreign $3,699,560.82 51.00%
Newtatco $3,554,480.00 49.00%
TOTAL $7,254,040.82 100%
Top up to US$11,000,000
Foreign share $5,610,000.00 51.00%
Balance assuming US$1.315M paid $1,910,439.18
TOTAL TO BE PAID BY REFICO $3,226,079.00 57.51% Of Foreign Share

• Refico agree that the $2,383,921.00 already paid by the Foreign Party is to be considered as part of the Registered Capital
• Refico will pay the remainder $1,315,639.82, as and when such payment is required, to bring the Paid Up Capital to the Foreign Party obligation of $3,699,560.82 so as to match with the 51% Foreign Party ownership as set out within the 2011 Accounts
• Refico will pay as and when such payment is required, the remainder of $1,910,439.18 to bring the Foreign Party Contribution to US$5.61M (51% of US$11M)
 
• The Ownership of the Joint Venture would therefore be as follows:


• Refico will be responsible for obtaining the financing for the Foreign Party obligations on the conversion costs to ultimately acquire the rights to 100% apartments for sale on the land
• Refico will be the Development Partner for the project and will undertake to deal with the Authorities and Newtatco on all matters
• The Costs of Acquiring the License for 100% apartments for sale are currently estimated as follows:-
Costs to get to 100% apartments for sale Costs Comment
Peoples Committee cost psm 39,600,000 VND/psm
Multiplier 2 As required by the PC
On site cover 60% Assumed
138,568,320,000 VND
$6,598,491
$2,263 per sq metre of land
Fees $700,000
Total $7,298,491
Cost to Foreign Investor $3,722,231 51%

• Return of Equity. When the project is able to return equity to the investors, out of the foreign entitlement, the Foreign Party will have the right to the return of their initial $2,383,921.00 investment. Then Refico will have the right to the return of their $3,226,079.00.
• Profits. When both the Foreign Party, and Refico have received back their initial equity, it is agreed that both the Foreign Party and Refico will share any profits on a 50%/50% basis
• It is agreed that within 18 months of an SPA being signed between the Parties, Refico has the right to buy out the Foreign Party completely for $2,383,921.00 plus a premium of US$500,000
6.0 GENERAL PRINCIPLES
The Parties acknowledge and agree that this Heads of Terms Document only outlines the preliminary understanding and current intentions of the Parties with respect to the activities described but they have not reached final agreement on the terms and conditions of the proposal or any agreement in relation thereto. Except as provided for within this Heads of Terms Document, neither this Heads of Terms Document nor the general principles are intended to be legally binding, and the Parties will not be legally bound by any terms or conditions in respect of the proposal until they have negotiated, finalised and executed a definitive and comprehensive legal agreements (and any conditions precedent in the legal agreements have been satisfied or waived).
The Parties further acknowledge and confirm that this Heads of Terms Document does not establish any kind of liability of the Parties for any direct or indirect, consequential, incidental or economic damages or losses (e. g. damages for loss of business profits, business interruption, loss of business information, and the like) or any punitive damages arising out or related to this Heads of Terms Document, and that thus, regarding the performance or non-performance of this Heads of Terms Document, no claims for damages, losses, compensation for expenses or investments or any other claims can be based on this Heads of Terms Document.
The Parties acknowledge and agree that this Heads of Terms Document in no way binds any Party to take any step, or enter into any document, in relation to the proposal. A Party may cease negotiations at any time at its absolute discretion and not enter into any further agreement and the other Party will not be entitled to rely on the continuation of negotiations and will not be entitled to any compensation for termination of negotiations.

 
7.0 GOOD FAITH NEGOTIATIONS

The Parties agree that while negotiations continue on the proposal, they will:
a) act in good faith;
b) devote sufficient resources and time to the negotiation of the proposal;
c) cooperate to meet regularly to conduct discussions and negotiations;
d) use their best efforts to provide each other and their advisers with all material information and documentation they reasonably require to carry out their due diligence inquiries; and
As soon as possible and reasonably efficiently, negotiate in good faith legal documentation for the definitive agreements.
8.0 CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS

This Heads of Terms Document is entered into on the strict understanding that each of Refico and Foreign Party shall use the information received from the other Party solely for the purposes of the intended cooperation and shall keep its contents, any discussions arising from it, and any information provided as a consequence of it, confidential and, except as required by law, shall not make or issue any public announcement, circular or disclosure in respect of it before or upon signature of the definitive agreements implementing this transaction without express prior written approval from the other Party.

9.0 GENERAL

9.1 Governing law and Disputes

a) This Heads of Terms Document is governed by the law in force in Vietnam.
b) Any dispute, difference, disagreement or claim of any kind whatsoever arising out of or in connection with this Heads of Terms Document between the Parties must be resolved in accordance with the principles set out in this Heads of Terms Document.
c) The Parties agree that in the event a mutual resolution cannot be reached in accordance with the principles set out in this Heads of Terms Document, the Parties shall proceed to arbitration in Vietnam. The language of the arbitration shall be in English and the decision of the arbitrator shall be final.

 
9.2 Liability for expenses

Each Party must pay its own expenses incurred in negotiating and executing this Heads of Terms Document.

9.3 Amendment

This Heads of Terms Document can only be amended, supplemented or replaced by another document signed by the Parties.For and on behalf of

Kết quả (Việt) 1:

DATE_________________________________1.0 BÊN1. các bất động sản và tài chính công ty phát triển, với địa chỉ của nó tại tầng 16, Sailing Tower, 111A Pasteur Street, p. Bến Nghé, Quận 1, TP. Hồ Chí Minh, Việt Nam ("Refico").2. mới thị trường Pte 3. Dragon tuổi Holdings BVI 2 & 3 là gọi chung là "Bên ngoài"2.0 NỀNVị trí và trang web kế hoạch được kèm theo là phụ lục 2Westlake quốc tế tháp (wit), 18 Thuy Khue, Hanoi, Việt Nam, hiện nay thuộc sở hữu như sau• Newtatco 49%• Mới thị trường Pte 37%• Dragon Age Holdings BVI 14%Quyền sở hữu là thông qua một hợp đồng liên doanh ngày thứ 6 tháng 8 năm 2010 như sửa đổi ngày 08 tháng 8 năm 2011. Các bản dịch tiếng Anh của cả hai được đính kèm phụ lục 2Có là một giấy chứng nhận đầu tư ngày 12 tháng 12 năm 2011 (phụ lục 3) và một giấy phép xây dựng ngày 18 tháng 1 năm 2012 (phụ lục 4)Tất cả các tính toán trong tài liệu này được dựa trên báo cáo tài chính mà chúng tôi hiểu ngày 31 tháng 12 năm 2011, tạo thành cơ sở của các tài khoản kiểm toán và thỏa thuận giữa các chủ sở hữu hiện tại. Một tập hợp các tài khoản kiểm tra Cập Nhật sẽ cần phải được chuẩn bị và thỏa thuận giữa chủ sở hữu hiện tại và Refico. Điều chỉnh với các điều khoản trong tài liệu này sẽ được thực hiện phù hợp với các tài khoản kiểm tra Cập Nhật.Ví dụ, Refico có tính từ các báo cáo tài chính ngày 31 tháng 12 năm 2011 các bên nước ngoài có một thiếu hụt của US$ 1.315, 639.82. Tuy nhiên không có nơi nào số tiền này một cách rõ ràng đã nêu. In summary:-• the Joint Venture is for a term of 30 years from April 1994• The Land Area is 2,916 sq metres• The Construction License is for a basement and for GFA above ground of 18,300 sq metres on 17 floors• The use of the building is for serviced apartments and offices3.0 FINANCIAL SUMMARY• The Foreign Partner agrees that the 2011 audit is accurate, and that there can only be minor changes between then and now except for some operating costs. • The Foreign Partner has objected to the 2012 audit report because the VN party wanted to integrate that they have paid in 109% of capital. The Foreign Partner disagrees with that assessment because the VN party paid it back to themselves immediately via unauthorised loans. 4.0 INTENTION OF THE PARTIESRefico will Joint Venture with the Foreign Party to develop the Project, initially via the offshore vehicle Dragon Age. Refico will cooperate with Newtatco to enable construction to start and to redesign the project to be more appropriate to the current market and therefore provide better returns. The project will be redesigned to include but not be limited to apartments for sale, but initially apartments to lease (serviced apartments). 5.0 HEADS OF TERMS• To use Dragon Age as the offshore Holding Company for both Refico and the Foreign Party• It is assume that the Foreign Party will not contribute any further cash• The Registered Capital of the Project is US$11M. The Foreign Party will need to pay in as follows:-To balance current Accounts US$M % Dragon Age $703,480.00 New Markets $1,680,441.00 Total $2,383,921.00 42.49% Of Foreign ShareUnpaid $1,315,639.82 Total Foreign $3,699,560.82 51.00% Newtatco $3,554,480.00 49.00% TOTAL $7,254,040.82 100% Top up to US$11,000,000 Foreign share $5,610,000.00 51.00% Balance assuming US$1.315M paid $1,910,439.18 TOTAL TO BE PAID BY REFICO $3,226,079.00 57.51% Of Foreign Share• Refico agree that the $2,383,921.00 already paid by the Foreign Party is to be considered as part of the Registered Capital• Refico will pay the remainder $1,315,639.82, as and when such payment is required, to bring the Paid Up Capital to the Foreign Party obligation of $3,699,560.82 so as to match with the 51% Foreign Party ownership as set out within the 2011 Accounts• Refico will pay as and when such payment is required, the remainder of $1,910,439.18 to bring the Foreign Party Contribution to US$5.61M (51% of US$11M) • The Ownership of the Joint Venture would therefore be as follows: • Refico will be responsible for obtaining the financing for the Foreign Party obligations on the conversion costs to ultimately acquire the rights to 100% apartments for sale on the land• Refico will be the Development Partner for the project and will undertake to deal with the Authorities and Newtatco on all matters• The Costs of Acquiring the License for 100% apartments for sale are currently estimated as follows:-Costs to get to 100% apartments for sale Costs CommentPeoples Committee cost psm 39,600,000 VND/psmMultiplier 2 As required by the PCOn site cover 60% Assumed 138,568,320,000 VND $6,598,491 $2,263 per sq metre of landFees $700,000 Total $7,298,491 Cost to Foreign Investor $3,722,231 51%• Return of Equity. When the project is able to return equity to the investors, out of the foreign entitlement, the Foreign Party will have the right to the return of their initial $2,383,921.00 investment. Then Refico will have the right to the return of their $3,226,079.00. • Profits. When both the Foreign Party, and Refico have received back their initial equity, it is agreed that both the Foreign Party and Refico will share any profits on a 50%/50% basis• It is agreed that within 18 months of an SPA being signed between the Parties, Refico has the right to buy out the Foreign Party completely for $2,383,921.00 plus a premium of US$500,0006.0 GENERAL PRINCIPLESThe Parties acknowledge and agree that this Heads of Terms Document only outlines the preliminary understanding and current intentions of the Parties with respect to the activities described but they have not reached final agreement on the terms and conditions of the proposal or any agreement in relation thereto. Except as provided for within this Heads of Terms Document, neither this Heads of Terms Document nor the general principles are intended to be legally binding, and the Parties will not be legally bound by any terms or conditions in respect of the proposal until they have negotiated, finalised and executed a definitive and comprehensive legal agreements (and any conditions precedent in the legal agreements have been satisfied or waived).The Parties further acknowledge and confirm that this Heads of Terms Document does not establish any kind of liability of the Parties for any direct or indirect, consequential, incidental or economic damages or losses (e. g. damages for loss of business profits, business interruption, loss of business information, and the like) or any punitive damages arising out or related to this Heads of Terms Document, and that thus, regarding the performance or non-performance of this Heads of Terms Document, no claims for damages, losses, compensation for expenses or investments or any other claims can be based on this Heads of Terms Document.The Parties acknowledge and agree that this Heads of Terms Document in no way binds any Party to take any step, or enter into any document, in relation to the proposal. A Party may cease negotiations at any time at its absolute discretion and not enter into any further agreement and the other Party will not be entitled to rely on the continuation of negotiations and will not be entitled to any compensation for termination of negotiations. 7.0 GOOD FAITH NEGOTIATIONSThe Parties agree that while negotiations continue on the proposal, they will:a) act in good faith;b) devote sufficient resources and time to the negotiation of the proposal;c) cooperate to meet regularly to conduct discussions and negotiations;d) use their best efforts to provide each other and their advisers with all material information and documentation they reasonably require to carry out their due diligence inquiries; andAs soon as possible and reasonably efficiently, negotiate in good faith legal documentation for the definitive agreements. 8.0 CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTSThis Heads of Terms Document is entered into on the strict understanding that each of Refico and Foreign Party shall use the information received from the other Party solely for the purposes of the intended cooperation and shall keep its contents, any discussions arising from it, and any information provided as a consequence of it, confidential and, except as required by law, shall not make or issue any public announcement, circular or disclosure in respect of it before or upon signature of the definitive agreements implementing this transaction without express prior written approval from the other Party. 9.0 GENERAL9.1 Governing law and Disputesa) This Heads of Terms Document is governed by the law in force in Vietnam.b) Any dispute, difference, disagreement or claim of any kind whatsoever arising out of or in connection with this Heads of Terms Document between the Parties must be resolved in accordance with the principles set out in this Heads of Terms Document. c) The Parties agree that in the event a mutual resolution cannot be reached in accordance with the principles set out in this Heads of Terms Document, the Parties shall proceed to arbitration in Vietnam. The language of the arbitration shall be in English and the decision of the arbitrator shall be final. 9.2 Liability for expensesEach Party must pay its own expenses incurred in negotiating and executing this Heads of Terms Document.9.3 AmendmentThis Heads of Terms Document can only be amended, supplemented or replaced by another document signed by the Parties.For and on behalf of