Today ……….. 2005, in Sofia , the present contract was concluded between:

1. ……………………………………....…………… , Address: .................................................................; Passport No ................................ issued on .......................... by ............................................., phone for contact: ............................................... ; e-mail: ..................................... referred to as Buyer hereinafter

and

2. KAPLAN INVESTMENTS LLC, office 17-A Iantra Str, Sofia, Bulgaria, tel./fax +359-2-9431104, 9434057 represented by Ivailo Saev referred to as Seller hereinafter

The parties contracted the following:

1. Buyer agrees to buy and the Seller agrees to sell the property defined below on the terms and conditions set forth in this contract:

APARTMENT No ..... / .…………………….. /, situated on ..... / ………..... / floor, consisting of …………………..........., with total area ………… / ……… / m2, in which ……… / ……….. / m2 built area, together with ……….. / …………………………. / m2 from the shared parts of the building and corresponding ideal parts of the building right, with neighbours: west - ………….......………… , north - ….………....………… , east - ……….…....…………. , south - ………………………..….. situated in a solid building, which will be constructed according to approved architectural papers in the complex Perla Beach built in the regulated land property ………...............………….. according to the plan of Primorsko, Bourgas Region

2.1. The Buyer shall buy the estate, described in art. 1 of this contract with the further obligation to pay fee for Maintenance and Management of the Holiday Complex in the amount of 5,70 Euro per square meter a year + VAT, with the following discounts:

· 4,75 Euro per square meter for each apartment a year + VAT – with advance payment for three years;

· 4,00 Euro per square meter for each apartment a year + VAT – with advance payment for five years.

2.2. The Buyer is obliged to pay the first year fee for maintenance and management of the complex not later than the day of transferring the ownership from the Seller to the Buyer.

3. The price of the described in art. 1 estate is ........... Euro, paid as follows:

3.1 15% of the price in amount of ........... Euro paid as follows:

· Within one week from the date of the reservation – reservation fee 1000 Euro;

· Within three weeks from the date of payment of reservation fee – 15% of the price less the reservation fee in amount of ........... Euro;

3.2 Within fifteen calendar days from the date of finishing the roofing works of the building - 25% of the price, in the amount of ........... Euro;

3.3 Within one month from the readiness of the building/Act 15/ – 40% of the price in the amount of ........... Euro,

3.4 Within one year from the date of issuing of Act No15 – 20% of the price in the amount of ........... Euro;

3.5. Payments under the present contract will be considered done at the moment of receipt of the relevant installment in Seller's account.

3.6. The BUYER has to pay the amounts under this contract to the following bank account:

· Beneficiary: KAPLAN INVESTMENTS LLC,

· Bank: FEDERAL BANK OF THE MIDDLE EAST LTD.

· Nicosia main office

· SWIFT CODE: FBMECY2N

· Account in EUR: CY15 1150 1001 0524 46EU RCAC C001

4. The parties agree that the amounts paid as per 3.1. and 3.2. is earnest money, guaranteeing the concluding of the final contract.

5. The Buyer has the right to pay to the Seller in full /in one lot or in deposits/ before conclusion of the terms. In case of pro-term payment of the price the Buyer will not owe the Seller any compensation.

6. The sides are obliged to conclude a final contract in notarial form provided by the law immediately after the payment of the entire sale price according to item 3 of this contract.

7. The Seller is obliged to convey title clear free of any liens, taxes and obligations to third persons.

8. 1. The Seller is obliged to build the real estate before ................................ with a stage of completion according to appendix 3.

8.2. The Seller is obliged to bring into exploitation the building where the property is situated, according to all the requirements of the Bulgarian law.

9.1. The Seller is obliged to deliver to the Buyer possession within two days from the date of the payment according to article 3.1, 3.2 and 3.3.

9.2. The sides are obliged to sign maintenance and management contract at the day of delivering possession.

10.1 After assuming the possession and before conclusion of the final contract in form provided by the law the Buyer has the right to use the real estate under to its function and is obliged to keep it in a good exploitation condition. The Buyer is also obliged not to damage the premises, the building which they are a part of, and the corresponding ideal parts.

10.2 Before conveying of the title the Buyer has the duty to make at his expense the necessary repairing works for damages which are the result of a usual exploitation such as contaminations, locks, battery, electric installation and devices damages, and other damages of this kind.

10.3 The Buyer has the duty to cover at his expense electricity, water, and phone services. The buyer does not have the right to make improvements in the interior or exterior of the real estate, without being given the written approval of the Seller prior to conveying of the title. All the improvements, made before the transfer of the ownership, for which the Seller has no knowledge of, remain in favor of the Seller, except for those which after being dismantled require expenses for recovery of the original appearance of the real estate.

11. The Buyer has the duty to pay the price of the real estate according to the terms described in this contract.

12. The Seller has the duty to inform the Buyer for the moment of the coming of all circumstances which are important for the fulfilment of the obligations of the Buyer according to this contract. The notifications have to be sent at the address given in the contract /post or е- mail/. The Buyer will be considered informed from the day of receiving the notification, from which moment term for fulfilment of obligations runs.

13. In case the Buyer cannot be found at the address given in the contract, the Seller will not be responsible for a delay in sending the notification, and the terms of fulfilment of the contract obligations of the Buyer will begin from the day of the registration from the relevant courier agency that the Buyer has not been found on the address.

14. The expenses made for the final transferring of the ownership – local, state and notarial fees will be taken by both sides equally.

15. In case the Seller does not accomplish the taken according item 7 of this contract obligation, it owes to the Buyer compensation in amount of the received at the signing of this contract advance payment.

16. In case that the Seller does not accomplish its obligation of transferring the site in time he owes to the Buyer a compensation in amount of 0.1% a day of the price of item 3.

17.1.1. In case that the Buyer delays to pay any of the parts of the price, the Buyer owes compensation in amount of 0.1% a day of the price of item 3 but not for more than a month.

17.1.2. After the expiring of the one month term, as well as in case the Buyer refuses to conclude a final contract, the present contract is terminated automatically, and the compensation for non-fulfillment of the obligations according to item 2 and 11 on the part of the Buyer will be at the rate of the paid to the moment of terminating the contract amounts, which will be kept by the Seller.

17.2. In case the Buyer do not accomplish his obligations of items 10.1, 10.2 and 10.3 and 9.2. of this contract the Buyer owes to the Seller a compensation for all caused property damages.

17.3. In case of termination of the contract after transferring the right of use of the real estate, the Buyer is obligated to vacate the real estate immediately and to transfer it to the Seller in the condition in which it had been transferred to the Buyer. In case of non-accomplishment of this obligation the Seller will have the right to take the right of use of the real estate and the Buyer will owe compensation in amount of 0.1% a day of the selling price from the moment of termination of this contract.

18. The present contract has the right of an act for the sides and can be changed at mutual agreement, reached in written.

19. The present contract comes into force from the date of signing by both sides.

20. For problems which are not settled in this contract, the common decrees of the Bulgarian law are applied.

21. All the arguments arisen between the two sides at or on the occasion of the accomplishment or interpretation of this contract will be settled at mutual agreement and in case it cannot be reached the argument will be taken to be settled by Nesebar Regional Court .

This contract was prepared and signed in two uniform copies, one for each of the sides.