ROMANIA BUCHAREST BAR ASSOCIATION CORCIU & ASOCIATII LAW FIRM

Professional headquarters: Dimitrie Cantemir Bv, no.12-14, sc. D,ap.10, 4th district, Bucharest Secondary headquarters : no. 15 Dimitrie Draghiescu st, 5th district, Bucharest Phone: 004-021-528 01 70; Fax:: 004-021-528 01 75 ; Mobile:004-0742 358 607. E-mail: office@corciulawfirm.com

TO:
LEWA ROMANIA SRL

10 Dimitrie Draghiescu st, 5th District, Bucharest

LETTER OF INTENT
Dear Sirs, We send you the present LOI following the discussion that has taken place between us and Mrs. Mara Stamate and the interest that you have show for analyzing our services and consider to a future collaboration. First of all, allow us to thank you for your interest in analyzing a potential partnership with our Law Firm for the legal part involved by your activity here in Romania. Our team is a very experienced one, with professional and highly specialized and educated personnel that can provide all requested services promptly and accurately and we can offer you the full legal support as well as any other complementary services in developing your business in the Romanian market. In order to ensure the necessary support we will provide the specialized lawyers that will be required for each specifically case and operation and all of them will be supervised by an Partner attorney which is the coordinator attorney with your Company. Furthermore, our external collaborators and other specialists (accountant, auditors, engineers, designers etc), if the case, will be sub - contracted for the technical part of a project, in order to provide the best technical support for all the legal documents.

Yours faithfully, CORCIU & ASOCIATII LAW FIRM

OUR SERVICES
In respect of our services, we provide legal services and advise, according to the Clients request in all its projects and also in the ,,day to day legal operations in the following activity fields:

Commercial law: Our Law Firm provides general and specialized commercial advice, drafting, negotiation and completion support on a wide variety of commercial contracts (with suppliers, commercial partners, authorities, etc), addendums, transactions and any other documents related to the commercial activity of our Client;

Corporate law: We accompany clients throughout the various stages of corporate existence, including registration of subsidiaries, branches, representative offices, modifications in the legal set up, capital restructuring, changes in shareholding structure, dissolution and de-registration, including drafting all the necessary documents needed for the company activity (i.e. shareholders decisions, articles of incorporation, rent and accommodate contracts, statements, etc) and sustaining all the company corporate files at the Trade Registry, obtaining authorizations etc;

Real Estate: Our Law Firm acts for developers, investment funds, banks and institutional financiers and various contractors in office and logistics, retail and residential projects (i.e. drafting and negotiating lease contracts, sale purchase contracts, analyze of the ownership documents of the properties acquired/rented by the Client etc).

Civil law: The civil law is the base of all the other legal areas and all our members of our legal team are well prepared in the area of civil law. Due to our wide experience in the civil law field, our attorneys are permanently requested to assist and represent clients in the court of law, in disputes regarding the real estates and commercial rights and claims.

Financing: Our Law firm is assisting the Client in the relation with the financing banks, negotiating credit contracts and other contracts, drafting all the necessary corporate and other documents requested by the banks in order to finish a.s.a.p. the financial operation needed by the Client.

Labor law: Our Law firm advises in the areas of Romanian employment law, both non-contentious and contentious, including employment contracts, HR policies, dismissals, employment issues arising on mergers and acquisitions, restructuring and reorganization and pension plans (i.e. drafting all the necessary documents needed by the Client in the relation with its employees - labor contracts, internal rules, claims, petitions etc).

Litigations: The areas of practice of our Law Firm include legal assistance and representation in complex civil, commercial and corporate disputes, debt recovery procedures, in both prelitigation and enforcement phases, civil claims, administrative disputes, reorganisation and bankruptcy proceedings; Any other legal services provided usually by a Law Firm;
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OUR FEES We propose you a very flexible fee offer, in order for you to choose the one that you consider the most advantageous for your business plan here in Romania: (i) Hourly fee; - atty. Elena Corciu (managing partner) 140 Euro + VAT; - partner attorney 95 Euro + VAT; - senior attorney 80 Euro + VAT; - junior attorney 55 Euro + TVA;

(ii) Monthly fee: The monthly fee is 1,000/2,000 Euro + VAT for a maximum number of 15/30 worked hours/month. In case the worked hours exceed the volume of 15/30 hours, the above hourly fee will be applicable.

(iii) Fix fee: It will be negotiated based on the complexity of the transaction.

(iv) Fee for litigations: Depending on the complexity and the value of each litigation, the fee is composed by a fix amount (fix fee) and a variable amount (succes fee), as follows:
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Fix fee with a value starting from minimum 500 Euro up to 5.000 Euro (plus VAT); Succes fee is calculated as a percentage from the value of the amount cashed or the assets obtained by the Client. The percentage starts from minimum 1% up to 15% from the value.

SHORT PRESENTATION OF CORCIU&ASOCIATII LAW FIRM RELEVANT PROJECTS&CLIENTS

A. TURN KEY PROJECTS: Our philosophy about a Turn Key Project: More than what represents a turn key project, in the case of Turn key projects, we Corciu&Asociatii Law Firm -- are acting not only as legal advisor but also as project-executor, namely : After our clients present us their philosophy/commercial policy regarding their project, we establish the juridical mechanism to be followed for the entire project; We analyze together with the client the mechanism proposed by us and present them all issues that may come out, both positive and negative; After the mechanism is approved by our clients we start the execution of the project, namely: 1. The assurance of the legal management of the project; 2. The execution of the entire contractual part of the project (negotiation of all contracts, convention, docs. in accordance with the clients commercial terms, starting with the construction company, the suppliers and ending with the credit /escrow contract to be concluded with the bank which financed the project. We submit to our client/s the final draft of the contracts for approval before signing them. Sometimes our lawyers sign the contracts by means of a special limited power of attorney given by our clients in this respect; 3. The coordination with the technical, marketing, tax, department, etc., is also insured by Corciu&Asociatii. 4. We also draft, obtain and deliver documents to all the parties involved in the project, and we make all necessary registration of the docs. for transaction / operations with the relevant authority/entity, either private or public. 5. In the end/during the execution of the project we submit the client briefs with all the projects documentations. .

Our Turn Key Projects ON 2011:

In curs 1. Ploiesti West Park the largest industrial parc in Romania( Ploiesti, Aricestii rathivani) with a surface of 2,000,000 sqm built area. Estimated value of the project 500,000,000 Eur and the first part of 80,000,000 Euro is mainly developed. The project involved land acquisition having as object the acquisition of approx. 220 ha of land in a total value of 25,000,000 Eur, and during 2009, 2010, and 2011 followed by continuous transactions of construction, lease, sale with strategic foreign investors and investments as Lufkin( an USA company- oil equipment factory; LUCRAM LA PROIECT DIN .2008, SUNTEM SINGURII AVOCATI IN ACEST PROIECT

2.
BCR VIENNA INSURANCE GROUP SA consultancy, legal assistance and representation in labor law andlitigation for the entire structure of the Group on the Romanian teritory ( more than 3,000 claims and litigations with an approximate total value of . BAUMAX ROMANIA SRL (subsidiary of BAUMAX AKTIENGESELLSCHAFT Austria) consultancy, legal asistance and representation in labor, commercial and corporate law.

ASMITA GARDENS real estate Due diligence at the beginig of the +project and CE FACI TU, TOATE NEGOCIERILE , LITIGIILE, TRANZACTIILE SOLUTIONARI AMIABILE ESTIMATED VALUE: 150,000,000 EUROD. ALEXANDER CENTER Commercial and offices building -- real estate DD, drafting, negotiating and concluding prior agreement, sale purchase agreement of the land, drafting and negotiating lease agreements: We have done the due diligence in respect of the ownership title of the premises object the acquisition and now we are negotiating the lease agreements for the Offices &Commercial Building that was raised on the land. Value of the project: 15,000,000 Eur.

MAI AVEM CEVA IN CURS INTERESANT ?

Finalized Turn Key project :

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CITY MALL: Commercial Building (Mall) located in Bucharest, 2 Oltenitei Street, district 4, having a total usable area of 25,000 sq.m.; Estimated value of the project : 105,300,000 Euro. NORD BUSINESS CENTER: Offices Building located in Bucharest, 18 Mircea Eliade Blvd., district 1, consisting of basement, ground floor and 10 floors, with a total usable area of 7,000 sq.m.; Estimated value of the project: 30,000,000 Euro. PGV TOWER: Offices Building( Bancpost Building) located in Bucharest, 6,6A Vitan Avenue, district 3, having a total usable area of 19,000 sqm.; Estimated value of the project: 28,000,000 Euro. VITAN PLATINUM TOWERS RESIDENTIAL COMPLEX Residential Building, consisting in 300 apartments located in Bucharest, Vitan area, out of which 77 have been already delivered; Estimated value of the project: 35,000,000 Euro. UNIRII BUILDING: Residential Building located in Bucharest, 69 Unirii Blvd., district 3 having a total usable area of 6,000 sqm; Estimated value of the project date: 7,000,000 Euro. . SUN FLOWER RESIDENTIAL PARK Residential Project consisting in 66 villas located in Baneasa area; Estimated value of the project: 15,000,000 Euro VERTARIA ACQUISITION &DEVELOPMENT PROJECT Huge land acquisition process, during 5 years period of time( ) , having as object the acquisition of approx. 250 ha of land for a Golf&Villas construction project in an total value of approx. 100,000,000 Eur; DANUBIU ACQUISITION PROJECT Huge land acquisition process, during 3 years() period of time, having as object the acquisition of approx. 300 ha of land in an total value of 40,000,000 Eur;

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B. OUR OTHER MAIN PROJECTS AND/OR CLIENTS: Daniel, da si anuu in care le-am lucrat sau nu are rost.

1. SIMACEK FACILITY RO S.R.L. (subsidiary of SIMACEK HOLDING Austria)

consultancy, legal asistance and representation in commercial law (drafting and negotiating commercial contracts), corporate law (drafting all necessary corporate documents and representation to the Trade Registry), labor law and civil law.

2. FIRST FACILITY IMOBILE SRL (subsidiary of FIRST FACILITY Austria)

consultancy, legal asistance and representation in corporate law (drafting all necessary corporate documents and representation to the Trade Registry).

3. ALFICOM TRANSACTION - real estate&corporate Due Diligence, SPA.

Share acquisition involving the acquisition of a premises (land & constructions) located in Bucharest: Acquisition value: approx 6,500,000 EUR (actual value 30,000,000 Eur).

4. DACIA 20 - Office Building, in process, located in Bucharest, Romana Plaza area with an estimated value of project of 7,600,000 euro. 5. VFZ ACQUISITION PROJECT
Huge land acquisition process, during 4 years period of time, having as object the acquisition of approx. 200 ha of land in an total value of 35,000,000 Eur;

6. PROIECT BUCURESTI real estate DD in respect with all the premises

owed by the company that are claimed by former owners. Approximate value of the premises involved 25,000,000 Eur.

7. BANEASA TRANSACTION - real estate&corporate DD: We have done the

due diligence in respect of the corporate history, several litigations and the ownership title of the premises involved on the attempt acquisition of a premises consisting in land and constructions. Aquisition value: approx 7,000,000 EUR.

8. COLINA FLORILOR RESIDENTIAL drafting and negotiating prior

contracts of sale&purchase: Project value: approx 15,000,000 EUR.

9.
IBIZA GOLF & IBIZA CLUB RESIDENTIAL PARK Residential Project consisting in more than 50 villas located in Baneasa area; Estimated value at the project date: 15,000,000 Euro.

10. UNION INTERNATIONAL real estate&corporate DD. We have done the

due diligence in respect of the corporate history and the ownership titles of
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the premises involved on the attempt acquisition of one of the most prestigious offices building and hotel from Bucharest. Aquisition value: approx 50,000,000 EUR.

11. VIGO GROUP RESIDENTIAL -- drafting prior contracts of sale&purchase

and construction contract: Project value: approx 25,000,000 EUR.

12. CRAIOVA TRANSACTION - real estate&corporate DD, drafting, negotiating

and concluding prior agreement, financing procedures: We have done the due diligence in respect of the corporate history, several litigations and the ownership title of the premises involved on the attempt acquisition of a premises consisting in land of 70,000 sqm located in Craiova city. Acquisition value: approx 7,000,000 EUR.

13. MILITARY PROJECT - real estate DD, drafting, negotiating and concluding
prior agreement, sale purchase agreement, financing procedures: We have done the due diligence in respect of the ownership title of the premises object of the acquisition, premises consisting in land of 20,000 sqm located in Bucharest, District 6. Acquisition value: approx 7,200,000 EUR.

14. INTERLINK ACQUISITION & RESELL PROJECTS real estate DD, drafting,
negotiating and concluding prior agreement, sale purchase agreement of the land, drafting and negotiating the sale of the acquired plots of land: We have done the due diligence in respect of the ownership title of the premises object the acquisition, he have managed the entire acquisition process and now we are negotiating the re sale of the lands. Value of the acquisition 5,000,000 Eur. Sincerely yours, Elena Corciu Managing partner CORCIU&ASOCIATII Law Firm