AGENCY AGREEMENT

Today, ………………………………. 2005 in the city of Sofia between:

1. "Arcus M" OOD., with a headquarters and administration address: 17-A Iantra Str., Sofia, Bulgaria  registered under ref. No 16352/95  at  the Sofia City Court, Companies Department, NDR 3222108321, BULSTAT U 831921291, represented by Stefan Dantchev, referred to as SELLER hereinafter.

and

2. "…………………………………………………………", with a reg. office …………………………………………………….………….. and representation address …………………………………………………………………………., phones for contact: …………………………... represented by …………………………………, referred to as  Agent hereinafter on the other side.

The present contract was concluded:

SUBJECT OF THE CONTRACT. PRICE AND METHOD OF PAYMENT

1. The SELLER entrusts and the Agent accepts to intermediate for the sale of real estates, representing residential apartments in a massive apartment building, situated in the tourist complex Perla Beach, Primorsko, Bourgas district and any subsequent projects.

2. The individualization and price of the real estates at item 1 of this contract is according to the Architectural Plans and the accompanying construction papers and the price formation of the building.

3. In return to the accomplishment of the obligation according to art 1 of this contract the SELLER is obliged to pay the Agent a reward amounting 5% /five per cent/ of the value of the deal for the sale of the real estate concluded with the intermediation of the Agent prompt after reception on the bank accounts of the SELLER the 10% advance payment from the Buyer  supplied by the Agent.

RIGHTS AND OBLIGATIONS OF THE AGENT

4.1. The Agent has the right to receive the contractual remuneration according to the regulations of this contract.

4.2. The Agent has the right to cancel a reservation, about which he is obliged to inform the SELLER immediately.

5.1. The Agent shall present the real estates acc. to art. 1 to all potential buyers, and shall provide service for the deal until the conclusion of a contract before a Notary.

5.2. The Agent organizes at his expense advertising campaign for offering the real estates as per art. 1 of this contract, including distributing information about offering of the real estate to other professionally working real estate agents in his country and abroad.

5.3. The Agent is obliged to organize presentation of the real estates for all the potential purchasers.

5.4. The Agent is obliged to inform the SELLER immediately about  starting contracts for sale of real estates with potential purchaser and their results. Regardless his obligation from the previous sentence the Agent is obliged to inform regularly SELLER once a month about the interest shown to the real estates.

RIGHTS AND OBLIGATIONS OF  THE SELLER

6.1. The SELLER is obliged to pay the Agent the contracted remuneration in the amount and terms of the present contract.

6.2. The SELLER is obliged to provide the Agent with all the necessary information for successful sale of the real estates and their documents.

6.3. The SELLER declares, that the real estates, subject of this contract are not loaded with obligation and/or estate debts, there are no claims about them and no lawsuits are conducted.

6.4. The SELLER is obliged to provide the Agent and his clients with an access for viewing the real estates.

6.5. The SELLER is obliged to inform immediately the Agent about all the changes occurring, concerning the real estates at this contract, as well as about each deal made or negotiations begun.

6.7. The SELLER has the right to concede the right for intermediation for the sale of the real estates to other agents.

6.8. Either of the parties hereto may give notice to terminate the agreement prematurely. Notice of termination must be served by means of registered post. The notice period is one month and is effective from the date of receipt of registered post requesting termination of contract. In the event of termination, both parties must settle all accounts by the last day of the notice period laid out above.

6.9. The SELLER has the right one sided to change the terms for sale of the real estates, being obliged to inform about that the Agent at least ten calendar days before the moment of change.

OTHER TERMS

7. The Agent is obliged to offer the real estates for sale at item 1 of this contract only under the terms, defined by the SELLER. In case the Agent reaches an agreement in terms, different from the requirements of the SELLER, the latter can refuse the conclusion of the contract with the purchaser of the Agent.

8. The present contract comes to power in the  moment of  its signing.

9.1. Any changes of this contract will be made by the sides in writing.

9.2. For matters not settled in the contract the Commercial Law and the Law for the Obligations and Contracts are applied respectively.

9.3. The arguments about the interpretation and fulfilment of the contract are to be settled voluntarily through contracts. If an agreement is not reached, the argument is to  be settled by the Court of Arbitration at the Bulgarian Chamber of Commerce.

The present contract is constituted in two identical copies –one for each party.