Los Portico - Purchasing Agreement for Buying a Villa in Placencia, Belize

Villa Purchasing Agreement

Vendor: Los Portico Limited, a company incorporated in Belize

Address: 99 Albert Street, Belize City, Belize, C.A.

Phone: 501-523-3045

Fax: 501-523-3226

Developer(s):      DESTINY CORPORATION
                              Address: Placencia Village, Stann Creek District,Belize
                              Phone:     501-523-304

Fax: 501-523-3226

Email: ssteele@saksatplacencia.com

Ducor Development Corporation

Address: Edmonton,Alberta,Canada

Phone: 780-428-1505

Fax:

E-mail: mduff@dgstaff.com

Name*

Address*

Phone*

Fax

E-mail*

PROPERTY SOLD

Vendor agrees to sell and Purchasers agree to buy and an undivided fee simple interest in proposed strata lot and condominium unit No._____

Unit Number:*

to be constructed on the development known as “Los Porticos” on Block 36, Parcel1303 Placencia North, Stann Creek District, Belize, and as shown on the proposed site plan and Floor Plan with specifications attached hereto as Annex I and with standard features and personal property described and set out in Annex II hereto (“the Property”). Any material change in the attached Site Plan and Floor Plan shall require written approval of Purchasers.Upon registration, the strata plan may only be altered by unanimious agreement of all members of the strata corporation. The proprietor of each strata lot will be entitled to an undivided interest in the common property of the strata corporation equal to such proprietor's unit entitlement as that term is defined in the Strata Titles Registration Act of Belize.

The Common Property consists of that portion of the land and facilities located on Parcel 1303 which is not included in any strata lot contained in the registered Phase Strata Plan.

PURCHASE PRICE

The purchase price shall be*

HOW PAYABLE

A deposit of ten Thousand Dollars(US$10,000.00)paid to Vendor in escrow on______________.*

A deposit of____________on the signing of these presents by the Purchaser to the Vendor, which,together with the deposit on ____________will equal 10%of the purchase price.

The balance of ________________ shall be paid by the Purchaser to the Vendor as follows:*

20% of the Purchase Price when the foundation is completed;
30% of the Purchase Price when the building is closed in ( roof, windows and doors);
30% of the Purchase Price when the fixtures, cabinets, tile and painting are completed; and
10% of the Purchase price on total completion and transfer of title in accordance herewith.

CONSTRUCTION MANAGEMENT

The Developers,onVendor behalf will within the period of _________ months*

from the date hereof, perform all the necessary works required including supply of all materials, labour, tools and equipment necessary to construct and complete the Property in a workmanlike manner in accordance with the plans and specifications (“the Works”)

The Developers will perform the works as an independent contractor and the Purchaser shall not interfere or deal with any subcontractor or employee of the Developers.

The Developers has the right to substitute other materials of similar or equal quality and utility in absence or unavailability of specified material, and to make any changes in construction as may be required by material shortages or other situation beyond Developers’ control, provided that such modifications and substitutions shall not impair the value of the Property.

The Purchaser may be given permission by the Developers to make reasonable changes or variation to the Property and in such case, a variation order shall be prepared and the price agreed upon and signed by all parties hereto.

During construction and prior to completion the Developers shall have sole control and exclusive possession of the Property and the Purchaser shall be entitled to enter into occupancy and possession of the Property on completion.Developers shall secure lien waivers from all contractors and materials supply men.

COMPLETION & CLOSING

The Vendor will give the Purchaser forty-five (45) days notice of expected Completion. Three clear days prior to Completion the Purchaser and Vendor or by their respective agents will conduct a walk through inspection of the property and the parties will record an inspection report listing all items of work the parties agree are incomplete, defective or subject to correction (completion items). The Vendor shall cause the completion items to be completed or corrected within a reasonable time of not more than thirty (30) days.

If within six (6) months after the date of completion, any latent defect, that is, a defect which existed but was not apparent at the date of inspection by the parties, the Vendor shall replace and or correct such latent defect on receipt of notice thereof with a reasonable period of sixty (60) days at its cost and expense.

TITLE TO PROPERTY

The Vendor covenants, represents and warrants as follows:

That it has good freehold title to the Property and will procure the conversion thereof into strata title units pursuant to the Strata Titles Registration Act (Chapter 196);

That it will on completion transfer good merchantable freehold title to Strata Unit ______and associated common property, free and clear of all liens to the Property to the Purchaser;

To procure registration of a phase strata plan and Strata Corporation to be regulated pursuant to by-laws incorporated herein by virtue of this reference contained in Annex III.

Upon registration, the Strata Corporation shall be substituted for Vendor as the proprieter of common property in the Land Register and each Proprieter of a Strata Lot shall have a share in the Strata Corporation equal to his unit entitlement and be bound by the by-laws thereof.

UNIT RENTAL

The Purchaser hereby agrees that the Property Manager contracted by the Strata Corporation shall be the exclusive rental manger of the Property and that no other party,including Purchaser , shall offer the property for rent to the general public other than the Property Manager pursuant to the terms of the Rental management agrement of even date herewith and incorporated herein by virtue of this reference conatined in Annex IV.Nothing contained herein shall be construed as requiring Purchaser to rent his unit.

The Property may be rented for such sum as may be agreed between the Vendor and the Purchaser based on the prevailing market conditions.

COSTS & EXPENSES

Vendor shall bear the cost of the 10% GST.

Purchasers shall bear the cost of the 5% Stamp Duty.

Each party shall bear its own legal costs and any Closing costs shall be borne equally by the parties.

All property taxes and utilities shall be current and pro-rated as at Completion.

ASSIGNMENT

The Purchaser may not assign or transfer this Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the Vendor, provided that such consent shall not be unreasonably withheld.

WAIVER & DISCLAIMER

The Vendor hereby warrants the fitness for purpose and habitability of the strata unit for a period of six months after construction is completed. Certain personal property and equipment are supplied with manufacturer’s warranties but the Vendor does not adopt hold out or warrants such warranties.

NOTICES

Any notices hereunder shall be personally delivered or sent by certified mail, return receipt requested, addressed:

If to the Vendor, then to:

Los Portico, LTD, in care of Destiny Corporation
Placencia Village, Stann Creek District
Central America Email: sales @losportico.com

If to the Purchaser, then to:

____________________________*

___________________________*

____________________________*

Email:*

Any notice delivered as aforesaid shall be deemed received when delivered and any notice mailed as aforesaid shall be deemed received ten (10) business days after deposit in the mail. Either party may designate by notice in writing to the other new address to which any notice,demand or communication may hereafter be so given or sent.

Jurisdiction:

This agreement shall be construed under and in accordance with the laws of Belize.

Signed,sealed, and delivered in the presence of witnesses this____ day of ________________,200_.

_____________________ ____________________

Vendor Witness

_____________________ _____________________

Developers Witness

_____________________ ______________________

Purchasers Witness

______________________ _______________________

ANNEX I

Villa Specifications

Architecturally pleasing design
Timber frame hip roof with 26GA Royale roofing and ¾” fiber glass insulation.
Buildings to be constructed of 8’ thick concrete walls and 4’ thick internal walls.
External stairs constructed of reinforced concrete.
Handrail – 3’0” reinforced concrete and concrete spindles
Spaciously appointed verandas allow gentle breezes off the Caribbean
Fully decorated and furnished with exquisite tropical charm
Reinforced concrete block construction
Maintenance free windows
2 bedroom, 2 bathroom
Bathroom tile 4" sq. ceramic wall tiles to 6' high in showers and 5' high in general
Oversized tubs.
Upgraded plumbing and electrical fixtures
Fully equipped kitchen with solid mahogany cabinets.

· Granite countertops

Stainless steel microwaves, dishwasher
Icemaker refrigerator, electric stove
Washer and dryer
Lush tropical foliage and breathtaking views of the Caribbean
Internal and external floor tiles
Air-conditioned throughout
Ceiling fans
On site management company
On site security and maintenance
Ceiling Fans.
On site management company
On site security and maintenance

Annex II

Standard Features and Personal Property

2 Queen Sized Mahogany Beds

1 Single Bed

Mattress (3)

Night Tables Mahogany (2)

Pictures (2)

1 Area Rug 5 * 6

Lamps (2)

Living Room Sofa (1)

Living Room Chair (1)

Dining Table Mahogany with 4 covered chairs

Bar Stools (2)

Patio Chairs (2)

Venetian Blinds throughout

Cutlery - for six

Glass Ware - for six

Dishes - place setting for 6

Toaster

Blender

Pots and Pans

Kitchen Utensils

Coffee Pot

T.V. - 26" flat screen Westinghouse or equivalent

DVD

Towels (set per bathroom)

Sheets (2 queen size sets)

Bedspread (2)

Accessories

(Features may vary depending on options and availability)

ANNEX III

By-Laws of The Proprietors, Strata Plan No.

a Corporation established under the Belize Strata Titles Registration Act. Chapter 196

The control, management, administration, use and enjoyment of the Strata Lots and Common Property contained in Strata Plan No. ________ shall be regulated by these By-laws. As used in these By-laws, the term Proprietor means an owner of a Unit shown in the Strata Plan as a Strata Lot. The term Corporation means Strata Corporation formed under the Strata Titles Registration Act of Belize, consisting of the Proprietors of all the Strata Lots registered under Strata Plan No. _____. The Common Property consists of that portion of the land and facilities located on Parcel 1303 which is not included in any strata lot contained in the registered Strata Plan. For the purposes of determining a Proprietor's share in the Strata Corporation (including voting) and the proportion payable by the Proprietor of such Strata Lot of the Strata Fees, the Unit Entitlement of a Strata Lot shall be 1.

1. A proprietor shall-

(a) Permit the Corporation and its agents at all reasonable times on notice (except in case of emergency when no notice shall be required), to enter the strata lot for the purpose of inspecting it and maintaining, repairing or renewing pipes, wires, cables, and ducts for the time being existing in the strata lot and capable of being used in connection with the enjoyment of any other strata lot or common property, or for the purpose of maintaining, repairing or renewing common property, or for the purpose of ensuring that the by-laws are being observed;

(b) Permit the Corporation and its agents, at all reasonable times, access to the unit and Common Property to maintain in good order and condition any lawn, trees or landscaped area and to maintain and repair the exterior or outside surfaces of the Building containing the Unit, including exterior windows and doors and all other outside accoutrements affecting the appearance, usability, value or safety of the Parcel or the Units;

(c) Forthwith carry out all work that may be ordered by any municipality or public authority in respect of the Unit and pay all rates, taxes, charges, outgoings and assessments that may be payable in respect of the strata lot;

(d) Repair and maintain the strata lot, and keep it in a state of good repair, reasonable wear and tear, and damage by fire, storm, tempest or act of God, excepted;

(e) Use and enjoy the common property in such a manner as not unreasonably to interfere with the use and enjoyment thereof by other proprietors of their families or visitors.

(f) Not use the strata lot or permit it to be used in such manner or for such purpose as shall cause a nuisance or hazard or visitors to the occupier of any other strata lot (whether a proprietor or not) or any member of the household or any guest of such occupied.

(g) Notify the Corporation forthwith upon any change of ownership or of any mortgage charge or other dealing in connection with the strata lot.

(h)        Repair and maintain the Strata Lot or Unit, including all light fixtures (and their bulbs) and doorbell push buttons attached to the exterior of the unit but excluding exterior doors and windows, outer boundaries, walls and other outside surfaces including other outside hardware and accoutrements affecting the appearance, usability or safety of the Building, and further, excluding the landscaping and grounds maintenance required to be done by the Corporation and keep it in a state of good repair, except such damage as in insured against by the Corporation; and shall maintain in a reasonable manner any area which is located on or which comprises any part of the Common Property to which the Owner has been granted exclusive use pursuant to these By-laws (if any), and if the Owner does not maintain such area to a standard similar to that of the remaining Common Property, the Corporation may give forty five (45) days notice to the Owner to this effect (save and except situations where immediate action is required, in which case the said notice period shall not be required whatsoever). And if such notice has not been compiled with at the end of that period, then the Corporation may carry out such work and the provisions of these By-laws shall apply;
(i)                 Not make any repairs, additions, changes or alterations to the Unit, interior decoration excepted, (including load bearing and partition walls and support columns) or the Building of which the Unit forms a part without first obtaining the written consent of the Corporation;

(j)               Not use the Unit or permit it to be used in any manner for any purpose which may be illegal, injurious or that will cause nuisance or hazard to any occupier of another Unit (whether an Owner or not) or the family of such an occupier;
(k)                 Not place or erect on any Unit or Common Property any structure without the prior approval by the Executive Committee prior to any placement or construction;
(l)             Not enter nor permit the family or visitors to enter upon the Unit of another Owner without the permission of that Owner;
(m)               Pay to the Corporation when due all Common Expenses levied or assessed against the Unit together with interest on any arrears thereof at the Interest Rate calculated from the due date and the Corporation is hereby permitted to charge such interest in accordance with applicable law;
(n)       Register at the Property Manager's office before entering the premises, and shall abide by the standard 3:00pm check-in and 11:00am checkout times, unless they are waived by the Property Manager. This will apply to both the Proprietor, and quests of the Proprietor, during periods of the occupancy;
(o)      Pay the standard departure cleaning and/or housekeeping fees for the owner occupancy period. The Proprietor shall also pay for other charges incurred by proprietor for restaurant, bar, spa, tours or any other additional charges upon departure or authorize the Property manager to immediately deduct such charges form the Proprietor's account;
(p)     Pay a standard departure cleaning fee of up to $100.00Belize for occupancy by non- paying family and guests of the proprietor. Such guests of the Proprietor must pay these fees and provide a credit card for such charges at check-in or Proprietor may on behalf of quest of the Proprietor agree to pay such charges if arrangements are made with the Property Manager prior to check-in of the guest of the Proprietor. The guest of the Proprietor may elect to provide their own housekeeping service pr pay a daily cleaning fee of up to $50.00 Belize. If the quest of the Proprietor fails to pay charges then the Proprietor will be responsible for said charges, and those charges will be deducted from Proprietor's account;
(q)      Be responsible for payment of all utilities related to the operation and maintenance of the Unit. The Proprietor must maintain a minimum credit balance of $1,000.00US in an account held by the Property Manager, sufficient to pay all reasonable utility bills. The Property Manager shall make utility payments on behalf of the Proprietor from the account of the Proprietor held by the Property Manager. The Proprietor will further agree that the Property Manager shall have the authorization, but not the obligation, to pay any and all utilities when it is brought to their attention that these utilities are subject to being disconnected due to the Proprietor's failure to maintain a minimum credit balance with the Property Manager and the Property Manager may charge interest at the minimum allowable by law for forwarding such funds. The Property Manager in all events shall be allowed to deduct such cost and expenses from any rental income prior to disembursement to the Proprietor. The total cost of butane will be pro rated among all units. The utilities include, but are not exclusive to, water, telephone, electricity, trash pick up, unless proper arrangements have been made and agreed upon between the manager and the proprietor;
(r)             Pay a proportionate share of the monthly Strata fee determined by the Corporation to cover the cost of 15% contingency fund, annual insurance premiums, property taxes, common area electricity, common area water, cable TV, internet access, common area repair and maintenance, garbage collection, office manager, grounds employees, security and accountant. A Proprietor's proportionate share of the strata fee shall be determined by such Proprietor's unit entitlement as specified in these By-laws divided by the unit entitlements of all the strata lots, once the property is fully built out. There shall be an appropriate reduction in the strata fee prior to the property becoming fully operational;
(s)       Notify the Property Manager of his/her intent to sell the Unit and will coordinate all showings through the Property Manager so as not to interfere with tenant’s occupancy. If the Proprietor sells or otherwise transfers its title or assigns its rights in and to the Unit, the Proprietor shall notify the Property Manager immediately upon acceptance of an offer to purchase, and any such sale or assignment shall include Proprietor's unit entitlement and share in the Corporation. The proprietor will, ten days prior to closing, provide the contact information of the new Proprietor to insure that there is a smooth transition between Proprietors. Proprietor shall be responsible for paying any additional expenses incurred by the Corporation as a result of Proprietor's failure to comply with this paragraph.
2. The Corporation Shall
           (a) Control, manage and administer the common property for the benefit of all proprietor's; and it amy contract out the performance of the management control and administration of the common property to a third party or specifically to Destiny Corporation (the” Property Manager");
             (b) Keep in a state of good and serviceable repair and property maintain the fixtures and fittings (including elevators, if any) used in connection with the common property;
             (c) Where practicable, establish and meintain suitable lawns and gardens on the common property;
             (d) On the written request of a proprietor, or registered chargee of a strata lot, produce to such proprietor or chargee, or any person authorized in writing by such proprietor or chargee , ther policy or policies if insurance affected by the Corporation , and the receipt or receipts for last premiums in respect thereof;
              (e) Maintain in good order and condition any lawn, trees or landscaped area and maintain and repair the exterior or outside surfaces of the Building containing the Unit, including exterior windows and doors, stairways, balconies, and all other outside accoutremnets affecting the apperance , usability, value or safety of the Parcel or the Units;
             (f) Maintain and repair (including renewal where reasonably necessary) pipes, wires , cables, duets, conduits, plumbing, sewers and other facilities for the used in connection with the enjoyment of more than one Unit or the Common Property;
             (g) Collect and receive all contributions towards the Common Expenses an deposit same in a seperate account;
              (h) Pay all sums of money properly required to be apid on account of all services, supplies and assessments pertaining to or for the benefit of the Parcel, the Corporation and the Proprietors at the Executive Committee may seem justifiable in the management or administration of the entire project;
              (i) At all times keep and maintain for the benefit of the Corporation and all Proprietors copies of all warranties, guarantees, drawings and specifications , plans, written agreements, certificates, and approvals provided the Corporation;
              (j) Not plant any trees or substantial landscaping within any lands which are the subject of an easement grant to any utility company, municipality , or local authority;
             (k) Provide and maintain out of the assessment to be levied by the Corporation towards the Common Expenses or otherwise such amount as the Executive Committee may determine from time to time to be fair and prudent for a replacement reserve fund and the replacemnet reserve shall be an asset of the Corporation;
             (l) Perform such duties and powers are specified in section 6 of the Strata Titles Registration Act including, but not limited to, insecure all buildings to the replacement value thereof against fire, earthquake, hurricane and such other risks as may be prescribed.
            (m) Provide each Strata Lot with Cable Television and Internet access which will be paid out of the monthly strata fee; and
3. The Corporation may:-
(a)             Purchase, hire or otherwise acquire personal property for the use in connection with the maintainance, repair, replacement, or enjoyment of the real and personal property of the Corporation , Units or the Common Property;
(b)        Borrow monies required by it in the performance of its duties or the exercise of its powers provided that such borrowing in excess of 15% of the current year’s Common Expenses budget has been approved by Special Resolution;
(c)        Secure the repayment of moneys borrowed by it, and the payment of interest thereon, by negotiable instrument, or charge of unpaid contribution (whether levied or not), or charge of any property vested in it, or by combination of those means;

(d) Invest as it may determine any moneys in the fund for administrative expenses;

(e) Enter into agreements with the proprietor or occupier of any strata lot for the provision of amenities or services by it to such strata lot or to the proprietor or occupier thereof;

(f) Do all things reasonably necessary for the enforcement of the by-laws and the control, management and administration of the common property;

(g) Grant to an Owner the right to exclusive use and enjoyment of the part of any Common Property or special privileges in respect thereof, on such terms and conditions as may be determined by the Board from time to time PROVIDED THAT such exclusive use shall be available for the benefit only of Owners, purchasers, tenants and other lawful occupations of such Units, shall not be assignable to anyone who is not an Owner or purchaser by agreement for sale of such Unit and shall be terminable on 30 days’ notice by the Corporation as against any grantee, lessee or assignee who ceases to be an Owner or purchaser under the agreement for sale of such Unit;

(h) Raise amounts so determined by levying assessments on the Proprietors in proportion to the Unit Entitlements for their respective Units or as otherwise herein provided;

(i) Pay annual honorarium, stipend or salary to members of the Executive Committee in the manner and in the amounts as may be from time to time determined by Ordinary Resolution at a general meeting; and

(j) Purchase Errors and Omissions Insurrance covering all times the members of the Executive Committee, as well as thr officers, employees and agents of the Corporation.

4. VACATING OFFICE OF BOARD MEMBER

The office of a member of the Executive Committee shall be vacated if the member:

(a) By notice in writing to the Corporation resigns his/her office; or

(b) Is in arrears more than sixty (60) days of any contribution, levy or assessment required to be made by her/him as an Owner or becomes bankrupt; or

(c) Is found lunatic or becomes of unsound mind, or is the subject of a Certificate of Incapacity issued under the MENTAL HEALTH ACT; or

(d) Is convicted of a criminal offense; or

(e) Is absent from meetings of the Executive Committee for a continuous period of four (4) months or four (4) consecutive meetings without the consent of the remaining members of the Executive Committee and a majority of the remaining members of the Executive Committee resolve at two (2) meetings of the board held at least seven (7) days apart that his/her office vacated;

5. SIGNING AUTHORITIES

The Executive Committee shall determine, by resolution from time to time, the manner and which officer or officers shall sign cheques, drafts, notes and other instruments and documents, including banking forms and authorities not required to be under corporate seal, and may authorize the Manager to sign the same with or without co-signing by any officer or officers;

6. CORPORATE SEAL

The Corporation shall have a common seal, which shall be adopted by resolution and which shall at no time be used or affixed to any instrument except in the presence of at least one member of the Executive Committee or by the persons as may be authorized from time to time by resolution of the Executive Committee, except that where there is only one member of the Corporation his/her/her signature shall be sufficient for the purposes of this by-law, and if the only member is a company the signature of its appointed representative on the Executive Committee shall be sufficient for the purpose of this by-law.

GENERAL MEETINGS

A general meeting of proprietors shall be held within three months after registration of the strata plan.

Subsequent general meetings (hereinafter referred to as annual general meetings) shall be held once in each year:

Provided that not more than fifteen months shall elapse between the date of one annual general meeting and that of the next . All general meetings other than the annual general meetings shall be called extraordinary general meetings.

The Corporation may, whenever it thinks fit and shall upon a requisition in writing made by proprietors entitled to twenty-five per centum of the total unit entitlement of the strata lots, convene an extraordinary general meeting. Seven days notice of every general meeting specifying the place, the date and the hour of the meeting and, in case of special business, the general nature of such business, shall be given to all proprietors and registered first chargees who have notified their interest to the Corporation, but accidental omission to give such notice to any proprietor or to any registered first chargee of non-receipt of such notice shall not invalidate any proceedings at any such meeting.

All business shall be deemed special that is transacted at an annual or extraordinary general meeting, with the exception of the consideration of accounts.

Save as is in these by-laws otherwise provided, no business shall be transacted at any general meeting unless a quorum of persons entitled to vote is present at the time when the meeting proceeds to business.Proprietors representing one half of the unit entitlements of the strata lot entitled to vote present in person or by proxy shall constitute a quorum.Except as otherwise required by the Strata Titles Registration Act, all matters at a duly constituted general meeting at which there is a quorum present shall be determined by a vote of Proprietors representing a majority of the unit entitlements of the strata lots, in person or by proxy. At any such meeting, the Chairman shall, in addition to an original vote, have a casting vote in any case in which voting is equal.

If, within half an hour from the time appointed for a general meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the persons entitled to vote present shall be deemed a quorum.

At the commencement of a general meeting, a Chairman of the meeting shall be elected.

ORDER OF BUSINESS FOR GENERAL MEETING

· The Order of Business at general meetings, and as far as is appropriate at all extraordinary general meetings, shall be;

· calling of the roll and certifying the proxies

· proof of notice of meeting or waiver of notice

· reading and disposal of any unapproved minutes;

· reports of officers;

· reports of committees

· financial report;

· appointment of auditors

· election of Executive Committee

· unfinished business

· new business

· adjournment

8. The Executive Committee

(a) There shall be an Executive Committee of every Corporation which shall, subject to any restriction imposed or direction given at a general meeting, exercise the powers and perform the duties of the Corporation.

(b) The Executive Committee shall consist of not less than three nor more than nine proprietors and shall be elected at the first general meeting of the corporation and thereafter at each annual general meeting:Provided that where there are not more than three proprietors, the Executive Committee shall consist of all the proprietors.

(c) Except where the Executive Committee consists of all the proprietors, the Corporation may by resolution at an extraordinary general meeting remove any member of the Executive Committee before the expiration of his/her term of office and appoint another proprietor in his/her place to hold office until the next annual general meeting.

(d) Any casual vacancy on the Executive Committee may be filled by the remaining members thereof.

(e) The quorum of the Executive Committee shall be such number as the committee may fix from time to time, being not less than one-half the number of members thereof.

(f) Any member of thwe Executive Committee may give each other member a minimum of two weeks advance notice of a meeting of the Executive Committee, specifying the place, dtae and hour of the meeting and the general nature of the business to be conducted as usch meeting. At the commencement of each meeting the Executive Committee shall elect a Chairman for the meeting, and if any Chairman so elected vacates the chair during the meeting, the Executive Committee shall elect in his/her stead another Chairman.

(g) At meetings of the Executive Committee, all matters shall be determined by simple majority vote and the Chairman shall, in addition to an original vote, have a casting vote in any case in which voting is equal.

(h) Subject to the provisions of these by-laws, the Executive Committee shall have power to regulate its own procedure.

(i) The Executive Committee may-

(i.1)employ, for and on behalf of the Corporation, such agents and servants as it thinks fit in connection with the control, management and administration of the common property and the exercise and performance of the powers and duties of the Corporation;

(i.2)subject to any restriction imposed or direction given at a general meeting,

delegate to one or more of its members such of its powers and duties as it thinks

fit, and may at any time revoke such delegation.

(j) The Executive Committee shall-

i. keep minutes of its meetings;

ii. cause proper books of account to be kept in respect of all monies

received and spent by it;

iii. prepare proper accounts relating to all monies of the Corporation, and the income and expenditure thereof, to be submitted at each annual general meeting;

iv. on the application of a proprietor or a chargee, or any

person authorized in writing by either of them, make the books

of account available for inspection at all reasonable times.

(k) All acts done in good faith by the Board are, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any member of the Board, as valid as if the member had been duly appointed or had duly continued in office;

Voting

(a) At any general meeting, a resolution by the vote of the meeting shall be decided on a show of hands unless a poll is demanded by any proprietor present in person or by proxy. Unless a poll is so demanded, a declaration by the Chairman that a resolution has on the show of hands been carried shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against such resolution. A demand for a poll maybe withdrawn.

(b) A poll, if demanded, shall be taken in such manner as the Chairman thinks fit, and the result of the poll shall be deemed to be the resolution of the meeting at which such poll was demanded.

(c) In the case of equality in the votes, whether on a show of hands or on a poll, the Chairman of the meeting shall be entitled to a casting vote in addition to his/her original vote.

(d). On a show of hands, each proprietor shall have one vote; on a poll, the votes of proprietors shall correspond with the unit entitlement of their respective strata lots.

(e) On a show of hands or on a poll, votes may be given either personally or by proxy.

(f) An instrument appointing a proxy shall be in writing under the hand of the appointee or his/her attorney, and may be either general or for a particular meeting.

A proxy need not be a proprietor.

(g) Except in cases where by or under the Strata Titles Registration Act a unanimous resolution is required, no proprietor shall be entitled to vote at any general meeting unless all contributions payable in respect of his/her strata lot have been duly paid.

(h) Co-proprietors may vote by proxy jointly appointed by them, and in the absence of such proxy shall not be entitled to vote on a show of hands, except when the unanimous resolution of proprietors is required by the Strata Titles Registration Act; but any one co-proprietor may demand a poll. On any poll, such a proprietor shall be entitled to such part of the vote applicable to a strata lot as is proportionate to his/her interest in the strata lot. The joint proxy (if any) on a poll shall have a vote proportionate to the interests in the strata lot of such of the joint proprietors as do not vote personally or by individual proxy.

(i) Where proprietors are entitled to successive interests in a strata lot, the proprietor entitled to the first interest shall alone be entitled to vote, whether on a show of hands or a poll; and this by-law shall be applicable whether by this Act the unanimous resolution of proprietors is required or not.

(j) Where a proprietor holds his/her strata lot as a trustee, he shall exercise the voting rights in respect of the strata lot to the exclusion of persons beneficially interested in the trust, and such person shall not vote.

Use of Common Seal

(a) Every Corporation shall, at the first general meeting held after registration of the strata plan, and may from time to time, at subsequent general meetings, determine how the common seal of the Corporation shall be used

ANNEX IV

Rental Property Management Agreement

THIS RENTAL PROPERTY MANAGEMENT AGREEMENT (the “Agreement”), made and entered into this day of ___________________, by and between (hereinafter called the “OWNER”) and DESTINY CORPORATION, a corporation organized under the laws of St Lucia with place of business in Placencia Village, Stann Creek District, Belize (hereinafter called the “MANAGER”).

Recitals:

WHEREAS, the Owner is the proprietor of Unit No. in Los Porticos Villas being Parcel 9 Block 36 1303 Placencia North Registration Section (“the Property or Unit”) . The OWNER wishes to engage the exclusive services of MANAGER to offer the OWNER’S property for rental.

THEREFORE, in consideration of the terms, conditions, and mutual covenants, herein set forth, OWNER agrees to offer for rental the Unit and the parties agree as follows:

ARTICLE 1 – RENTALS AND RESERVATIONS

1.1 EXCLUSIVE RENTAL MANAGER - Throughout the term of the Agreement, OWNER agrees that MANAGER shall be the exclusive rental manager of the property and that no other party, including OWNER, shall offer the Property for rent to the general public other than through MANAGER pursuant to the terms contained herein.

1.2 RENTAL DEPARTMENT – MANAGER will maintain a Rental Property Management Department in Placencia Village, Stann Creek District, Belize available to rental guests or on property if available. MANAGER shall maintain an advanced reservation system through which all daily, weekly, and/or monthly reservations for Unit shall be processed. The Rental Department shall maintain property marketing information, which shall promote rental of the Unit through print, World Wide Web and other methods deemed appropriate by MANAGER.

1.3 RESERVATION ROTATION, REASSIGNMENT & OWNERSHIP - MANAGER shall rotate on a last rented to basis last offered for the Property with other like units on site, but rental is at the sole discretion of the Rental Customer and MANAGER. MANAGER in its sole discretion retains the absolute right to assign or reassign reservations, as MANAGER deems necessary. Tenants referred by OWNER will not be reassigned except by request of tenant or for cause. It is expressly understood and agreed that all rental reservations procured by MANAGER are the property of and are controlled by MANAGER.

1.4 SECURITY DEPOSIT OF TENANTS –Advance reservations will require an appropriate reservation deposit or advanced payment before reservations are confirmed. This deposit or payment may be kept by MANAGER should the reservation be cancelled.

1.5 FUTURE BOOKINGS – The OWNER may authorizes MANAGER to accept reservations up to one year in advance, except for excluded dates as submitted in writing by OWNER for use by the OWNER of the Unit. The OWNER’S reservation shall be subject to existing reservations previously confirmed to tenants.

1.6 RENTAL DISCOUNTS FOR REPAIR - OWNER agrees that MANAGER may offer a tenant discounts on rental rates in the event of a failure of a major appliance (stove, heating/cooling systems, refrigerator, etc.) that cannot be repaired and made acceptable to the tenant in a timely manner, or for other repairs to major systems of the Unit. The tenant may be transferred to a comparable property and the OWNER shall be credited his/her pro-rata share of the rents less discounts provided.

1.7 RELOCATION OF TENNANT - MANAGER reserves the right to relocate any dissatisfied tenants who, for good reason, demands to be moved to another property being managed by MANAGER. OWNER shall be entitled only to rents earned during the period that the tenant occupied OWNER’S property.

1.8 NON DISCRIMINATION – Unit must be leased and managed without regard to the prospective tenant’s race, color, religion, national origin, or sex.

1.9 PETS – Tenants WILL NOT be allowed to bring pets. OWNER may bring pets within the covenants of the building and subject to the Rules and Regulations of MANAGER and the Los Porticos Strata Corporation, however MANAGER accepts no responsibility of care or maintenance of such use by anyone.

ARTICLE 2 – SERVICES, MAINTENANCE AND STANDARDS OF UNIT

2.1          ROUTINE MAINTENANCE AND REPAIRS - OWNER authorizes MANAGER to arrange for routine maintenance and repair of Unit, its furnishings, fixtures, appliances and other equipment as needed to ensure the goodwill of the tenant and the rent ability of the OWNER’S property at OWNERS expense. Subject routine maintenance and repair shall not exceed $500.00 U.S. without prior approval of OWNER except where damages require immediate repairs to avoid greater damage, or as otherwise provided herein.
2.2          DAMAGE INSPECTION – MANAGER will inspect the Unit for damage, loss, or theft immediately after departure of rental guests. The cost of any damage, loss or theft shall be deducted from the damage deposit if any. Damages, loss, or theft in excess of the renter’s damage deposit, and all court costs and legal fees will then be sought from the renter. Unrecovered costs and legal fees, pursuant to such action, not covered by OWNER’S, shall be borne by OWNER. Items such as kitchenware, linens, ashtrays, small accessories, and other like items shall be deemed expendable along with normal wear and tear and will be excluded from the conditions of this paragraph
2.3          SEMI-ANNUAL INSPECTION – MANAGER will make semi-annual inspections of the premises taking into consideration, “furnishings,” “equipment,” “décor,” and “appeal.”   On the basis of this inspection, the Unit will be rated in one of the following categories: (1) Superior (2) Deluxe (3) Resort (4) Substandard at MANAGERS judgment. Rental rates set by MANAGER will be directly affected by such rating. OWNERS are encouraged to maintain the highest possible maintenance condition and appearance of rental units, utilizing furnishings of good quality and consistent style. In the event of a rating of “Resort” unit or below, the OWNER shall be provided a copy of the inspection report and a statement from MANAGER as to the reason for the rating. Other periodic inspections may be conducted by MANAGER to insure that properties are properly maintained.
2.4          SEMI-ANNUAL DEEP CLEANING – MANAGER shall undertake at OWNER’S expense, prior to rental (if necessary) and semi-annually, a deep, general interior housecleaning of the Property in addition to normal housekeeping services. The costs for such services are subject to a schedule provided by MANAGER and are subject to change from time to time after 30 days notice to OWNER.
2.5          RUG, CARPET & UPHOLSTERY CLEANING – Cleaning shall be done when necessary and at least twice per year at OWNER’S expense.
2.6          PAINTING – OWNER agrees to have interior of Unit painted as necessary at OWNER’S expense. OWNER further agrees to fund this expense in advance upon the request of MANAGER for handling the arrangements and coordinating the painting.
2.7          TELEPHONES – Rental Units are not required to have a telephone. The OWNER may elect to install a telephone. The cost of such service will be paid by the Owner.   OWNER will be required to ensure that the telephone have restrictions installed that the phone is only able to receive calls and must have a phone card to make all outgoing calls.
2.8          CABLE TELEVISION & INTERNET ACCESS –   Cable, Television and Internet access will be provided and paid out of the monthly strata fees.
2.9          CLEANING AND LINEN SERVICE - MANAGER agrees to provide for the tenant appropriate cleaning and linen services. The cost of such services will be paid by MANAGEMENT.

2.10        LINEN POOL - The OWNER will be charged semi-annually a pro-rata linen pool charge to keep the inventory and quality of the linens at an acceptable level. There will be one-time linen set up fee. These linens will be purchased by MANAGER for OWNER and will become part of the MANAGER rental linen pool.
   2.11        MATERIALS PURCHASE AND STORAGE - MANAGER will purchase,
store,    consume, and account for materials and services of the Unit in locations
provided by OWNER and or MANAGER. All materials and services required for the
maintenance or operation of the Unit shall be purchased using OWNER funds.

2.12 SIGNAGE - MANAGER shall have the authority to place sign (s) holding itself

out as rental manager of the Unit. Signs compatible with the building and landscape

design shall be placed at the entrance to the Unit and additional signs may be placed on

or outside of the office door of MANAGER.

2.13 KEYS - MANAGER shall have the right to maintain keys for the operation

and access of the Unit. MANAGER is released from any responsibility for losses or

claims, which arise as a result of issuance of keys to salespersons, guests of owners,

tenants, licenses or authorized personnel in the execution of duties.

ARTICLE 3 - PERSONAL USE OF UNIT BY OWNER

3.1 OWNER OCCUPANCY – OWNER may use and occupy the Unit up to six months per year, but only by prior reservation with the Rental Department, and only if the Unit has not been rented for any portion of such period by the time that a request for such reservation is received by the Rental Department. OWNER may request a transfer of reservation of Unit to MANAGER. MANAGER shall use its best efforts to transfer confirmed reservations to another comparably priced property. However, in the event that such transfer is not reasonably possible and the tenant must be moved to a more expensive accommodation, OWNER shall be responsible to MANAGER for the difference in rental rate or honor said reservation.

3.2 REGISTRATION REQUIRED – During periods of OWNER occupancy, the OWNER and guests of the OWNER shall register at MANAGER office before entering the premises and shall abide by the standard 3:00 p.m. check-in and 11:00 a.m. checkout times unless waived by MANAGER

3.3 FEES AND CHARGES – OWNER agrees to pay the standard departure cleaning and/or housekeeping fees for the OWNER occupancy period. OWNER also agrees to any other charges incurred for restaurant, bar, spa, tours or any other additional charges upon departure or authorize MANAGER to immediately deduct such charges from OWNER’S account.

3.4 FAMILY AND GUESTS – Occupancy by non-paying family and guests of the OWNER will result in the “Guest of OWNER” being billed for the standard departure cleaning, housekeeping fees every second day. Such “Guest of OWNER” must pay these fees and provide a credit card for such charges at check-in or OWNER may on behalf of the “Guest of OWNER” agree to pay such charges if such arrangements are made with MANAGER prior to check-in of “Guest of Owner”. “Guest of Owner” MAY NOT ELECT to provide their own housekeeping service. If “Guest of Owner” fails to pay charges then OWNER will be responsible for said charges and those charges will be deducted from OWNER’S net income.

3.5 RESTRICTED ACCESS – The OWNER agrees not to enter the premises or permit any persons, whether family member, repairman, or guest to enter the Unit other than during confirmed times of occupancy by the OWNER or during the times the property is vacant but, specifically will not do so during occupancy by tenants, unless coordinated by MANAGER and agreed to by tenants.

ARTICLE 4 – MONIES, ACCOUNTING

4.1 INCOME AND PROCEEDS - MANAGER shall maintain an accounting system to handle the receipt and disbursement of rental income to OWNER. OWNER shall be mailed a copy of the quarterly statement within approximately fifteen (15) days after the end of the quarter, reflecting the transactions during the previous quarter. A net proceeds check or deposit slips for OWNER’S account shall be made quarterly if net income less deductions is available. Disbursements, deposits and other transactions in connection with OWNER’S property may be made to and from an interest bearing demand bank account of MANAGER, and any interest there from shall accrue to MANAGER.

4.2 UTILITIES PAYMENTS - The OWNER shall be responsible for payment of all utilities related to the operation and maintenance of the Unit. MANAGER shall make utility payments on behalf of the OWNER from the rental income account or other accounts of OWNER held by MANAGER. The OWNER must maintain a minimum credit balance of $1000.00 US in the account sufficient to pay all reasonable utility bills. The OWNER further agrees that MANAGER shall have the authorization but not the obligation to pay any and all utilities when it is brought to their attention that these utilities are subject to being disconnected due to OWNERS failure to maintain a minimum credit balance with MANAGER and MANAGER may charge interest at the maximum allowable by law for forwarding such funds. MANAGER in all events shall be allowed to deduct such cost and expenses from rental income prior to disbursement to OWNER. The total cost of butane will be pro rated between all 45 units. The utilities include, but are not exclusive to, water, telephone, electricity, trash pick up, unless proper arrangements have been made and agreed upon between MANAGER and the OWNER.

4.3 OTHER EXPENSE PAYMENTS - MANAGER shall pay, from the funds of OWNER, all association fees and taxes included therein, management fees, normal maintenance, insurance of Unit, governmental taxes and charges, and all other charges or obligations incurred by OWNER with respect to the maintenance or operation of the PROPERTY or incurred by MANAGER on behalf of OWNER pursuant to the terms of this Agreement or pursuant to other authority granted by OWNER.

4.4 PAYMENT FROM OWNER FUNDS - All expenses of operation and management of the Unit shall be paid from OWNERS funds held by MANAGER and MANAGER is authorized to pay any amounts owed to MANAGER by OWNER there from. MANAGER shall have no obligation to advance funds to OWNER for any purpose whatsoever.

4.5 COLLECTIONS - MANAGER shall use its best efforts to collect and, as necessary, receipt for all rentals, fees and other charges owed by guest in connection with occupancy of the Unit. However, MANAGER shall not be liable for any uncollectible rents, fees or other charges.

4.6 RECORDS - MANAGER shall maintain records showing all its receipts and expenditures relating to the Unit and shall submit to OWNER a cash receipts and disbursements statement for the preceding quarter and a statement indicating the balance in MANAGER’S account for the OWNER and Unit, on or before the 20^th day of the following month of the end of the quarter.

4.7 ANNUAL BUDGET - MANAGER shall prepare and submit to OWNER, on or before November 15th of each year, a recommended budget for the next year showing anticipated receipts and expenditures for the Unit for such year. Said budget shall be MANAGERS best estimate and shall be considered only and estimate and not a guarantee of such income and expense.

4.8 ANNUAL FINANCIAL REPORT - MANAGER shall, within sixty (60) days after the end of each calendar year, submit to OWNER a summary of all receipts and expenditures relating to the Unit for the preceding year, providing that this service shall not be construed to require MANAGER to supply the audit. Any audit required for OWNER shall be prepared at its expense by accountants.

ARTICLE 5 – STRUCTURAL CHANGES, EMERGENCY REPAIR,

5.1 STRUCTURAL CHANGES TO UNIT - MANAGER shall have no authority to make any structural changes in the Unit or to make any other major alterations or additions in or to any building or equipment therein, except such emergency repairs as may be required because of danger to life or property or which are immediately necessary for the preservation and safety of the Unit or the safety of the OWNER and occupants or are required to avoid suspension of any necessary service to the Unit.

5.2 COMPLIANCE TO LAW - MANAGER has no responsibility for the compliance of the Unit or any of its equipment with the requirements of any ordinances, law, rules or regulations (including those elating to the disposal of solid, liquid and gaseous wastes) of any governmental authority or any public authority or official thereof having jurisdiction over it, except to notify OWNER promptly of, or forward to OWNER promptly, and complaints, warnings, notices or summonses received by it relating to such matters. OWNER represents that to the best of its knowledge the Unit complies with all such requirements and authorizes MANAGER to disclose the ownership of the Unit to any such officials, and agrees to indemnify and hold harmless MANAGER, its representatives, servants and employees, of all loss, cost, expense and liability whatsoever, which may be imposed on them or any of them by reason of present or future violation of such laws, ordinances, rules or regulations.

ARTICLE 6 – TERM

6.1 TERM OF AGREEMENT - OWNER employs MANAGER exclusively to manage the PROPERTY for the period of two (2) years beginning with the completion of the PROPERTY (the “Commencement Date”), and thereafter MANAGER has the option to renew the Agreement for one (1) period of another two (2) years, unless on or before ninety (90) days prior to the expiration of the Agreement, MANAGER notifies OWNER in writing that it elects to terminate this Agreement, in which case this Agreement shall be terminated at the end of that period.

ARTICLE 7 - FEES
7.1.1 RENTAL MANAGEMENT FEES - For Services rendered in marketing and obtaining tenants, managing the OWNER’S property, front desk, collecting rent, accounting clerk, servicing accounts, advertising, providing financial reports, kitchen staff, service staff and housekeeping, MANAGER shall be paid for rentals a management fee of forty per cent (40%) of the base rental income (defined as total gross rental income minus sales taxes, food costs if inclusive, amenity fees, surcharges, tour trips, credit card charges and any tour and wholesaler package fees).
7.1.2 STRATA FEES – A Strata fee of $375.00 US per month will be charged to cover the cost of a 15% contingency fund, annual insurance premiums, property taxes, common area electricity, common area water, common area repair and maintenance, garbage collection, office manager, grounds employees, security and accountant.

7.2 COMPLIMENTARY DAYS - OWNER understands and agrees that MANAGER will be promoting the property of OWNER, the general area where OWNER’S property is located, and will be working with and through national and international travel agents. OWNER agrees that for promotional purposes, MANAGER may use and have occupied the property of OWNER, free of rent for a period not to exceed three (3) weeks per year (called complimentary days). MANAGER will pay all cleaning charges and other fees and charges associated with the promotional stay. .

7.3 THIRD PARTY FEES - OWNER understands and agrees that MANAGER will be attempting to promote and secure travel and vacation packages for tourists into this general area and in connection therewith may be receiving fees from third parties in connection with said vacation packages.

7.4 ORIGINATION OR TRANSFER ACCOUNT FEE - MANAGER shall be paid by OWNER a one-time origination or transfer fee for units entering the MANAGER rental program or transferring ownership. The fee structure is as follows:

$250.00 U.S. to start up a new unit on the rental program;

$150.00 U.S. to transfer ownership for a unit currently on the rental program.

ARTICLE 8 – MANAGER AND OWNER’S OBLIGATIONS

8.1 STAFFING - MANAGER shall provide all staffing necessary to properly carry out Unit management, maintenance, housekeeping, and operations consistent with the contract documents and Unit documents, but subject to constraints of and payment by OWNER of OWNER expenses.

8.2 RECORDS - MANAGER shall maintain the Unit books, records, files as required by the contract documents and applicable law. MANAGER shall make available to OWNER such records on a reasonable basis.

8.3 OWNER ASSISTANCE - MANAGER shall assist OWNER in acquiring service contracts necessary for operating, maintaining and administering the Unit on a best efforts basis.

8.4 AGNECIES OF GOVERNMENT - MANAGER shall work with agencies of all governments with OWNER approval to insure the continuing operation and welfare of the Unit and its occupants.

8.5 CONFLICTS OF INTEREST - OWNER acknowledges, accepts and agrees that (i) MANAGER may have interests in or ownership of certain elements of other property, and (ii) MANAGER may have interests in or the ownership of certain properties, resorts or developments adjacent to or in the area of the PROPERTY, and that such interests of MANAGER are acceptable to OWNER, and do not present or create any conflict of interest for MANAGER.

8.6 INDEPENDENT CONTRACTOR - MANAGER shall serve as and shall be for all purposes an independent contractor. MANAGER is not a fiduciary, under this Agreement. All materials and services required for operation of the rental management operations shall be purchased using MANAGER’S funds.

8.7 PREMISES – The OWNER shall make the Property or Unit available for rental, and MANAGER shall offer the same for rental.

8.8 OWNER DESINGATION OF REPRESENTATIVE - OWNER shall designate a single individual who shall be authorized to deal with MANAGER on any matter relating to the management of the Unit. MANAGER is directed not to accept directions or instructions with regard to the management of the Unit from anyone else except as OWNER may provide in written instructions to MANAGER.

8.9 INDEMNIFICATION AND INSURANCE - OWNER shall indemnify, defend, and save MANAGER harmless from any liabilities in connection with the OWNER’S PROPERTY and from liability for damage to property and injuries to or death of any employee or other person whomsoever, except such as may be caused by the negligence or willful misconduct of MANAGER, its representatives or employees. OWNER shall carry at its own expense, public liability insurance for the Unit in the minimum amount of USD$400,000.00 naming OWNER and MANAGER lost payee. All insurance shall be adequate to protect their interest and in forms, substance, and amounts reasonably satisfactory to MANAGER, and furnish to MANAGER certificates evidencing the existence of such insurance. Unless OWNER provides such insurance and furnishes such certificates within thirty (30) days from the date of this Agreement, MANAGER may, but shall not be obligated to, place said insurance and charge the cost thereof to the account of OWNER.

ARTICLE 9 – CANCELLATION AND OPERATION BY LAW
9.1          OWNER COMPLIANCE OR VIOLATION - If it is alleged or charged that the Unit or any equipment therein or any act or failure to act by OWNER with respect to the Unit or the sale, rental or other disposition thereof fails to comply with, or is in violation of, any of the requirements of any constitutional provision, statute, ordinance, law or regulation of any government body or any order or ruling of any public authority or official thereof having or claiming to have jurisdiction there over, and MANAGER in its sole and absolute discretion considers that the action or position of OWNER with respect thereto may result in

damage or liability to MANAGER, MANAGER shall have the right to cancel this Agreement at any time by written notice to OWNER of its election to do so, which cancellation shall be effective upon the service of such notice. Such cancellation shall not release the indemnities of OWNER set forth in paragraph 8 above and shall not terminate any liability or obligation of OWNER to MANAGER for any payment, reimbursement or other sums of money then due and payable to MANAGER hereunder.
                9.2          BREACH – MANAGER shall be entitled to terminate this agreement when the OWNER fails or neglects to perform or observe any of its obligations hereunder, after the terminating party has given the other party 30 days notice in writing to remedy breach hereunder and where the other party fails to remedy said breach within the time period provided. OWNER may not terminate this agreement.
ARTICLE 10 – NOTICE
                10.1        MAILING - Any notice required or permitted to be served hereunder may be served by overnight courier, registered mail, or in person as follows:
                                If to MANAGER:   Name:       Destiny Corporation
                                                                                Address:
                                                                                Fax:
                                                                                E-mail:
                                                                                Attention:
                                If to OWNER:                        ___________
                                                                                _
                                                                                _____________
                10.2        ADDRESS CHANGE - Either party may change the address for notice by notice to the other party. Notice served by mail shall be deemed to have been served when deposited in the mail, properly addressed and with postage prepaid.

ARTICLE 11 – TRANSFERS, SUCCESSORS AND ASSIGNS

11.1 SUCCESSORS & ASSIGNS - This Agreement shall be binding on and inure to the benefit of the successors and assigns of MANAGER and the heirs, administrators, successors, and assigns of OWNER.

11.2 UNIT SALE - OWNER shall notify MANAGER of his/her intent to sell the Unit and will coordinate all showings through management so as not to interfere with tenant’s occupancy. If OWNER sells or otherwise transfers its title or assigns its rights, this Agreement shall be binding on the new OWNER unless terminated as stated herein. OWNER is responsible for notifying MANAGER immediately upon acceptance of an offer to purchase, and for notifying the Purchaser that acceptance is “subject to this Agreement”. Failure to comply may result in OWNER paying additional expenses incurred. OWNER will ten days prior to closing provide the contact information of the new owner to insure that there is a smooth transition between owners.

ARTICLE 12 – GENERAL PROVISIONS

12.1 JURSIDICTION - This Agreement shall be construed under and in accordance with the laws of BELIZE.

12.2 INVALIDITY OR UNENFORCEABILITY OF PROVISION - In case any one or more of the provisions contained in the Agreement shall for any reason be held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

12.3 ENTIRE AGREEMENT - This Agreement constitutes the sole and only Agreement of the parties hereto and supersedes any prior understandings or written or oral Agreements between the parties respecting the subject matter within it.

12.4 MODIFICATION OF AGREEMENT - No amendment, modification, or alteration of the terms hereof shall be binding unless the same is in writing, dated subsequent to the date hereof and duly executed by the parties hereto.

12.5 CUMLATIVE RIGHTS & REMEDIES - The rights and remedies provided by this Agreement are cumulative and the use of anyone right or remedy by either party shall not preclude or waive its right to use any and all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance, or otherwise.

12.6 NO WAIVER - No waiver by the parties hereto of any default or breach of any term, conditions, or covenant of this Agreement shall be deemed to be waiver of any other breach of the same or any other term, condition, or covenant contained herein.

12.7 FORCE MAJURE - Neither MANAGER nor OWNER shall be required to perform any term, condition, or covenant in this Agreement so long as such performance is delayed or prevented by any acts of God, strikes, lockouts, material or labor restrictions by any governmental authority, civil riot, floods, and any other cause not reasonably within the control of MANAGER or OWNER and which by the exercise of due diligence MANAGER or OWNER is unable, wholly or in part, to prevent or overcome.

TIME OF ESSENCE - Time is of the essence in this Agreement.

IN WITNESS WHEREOF, the parties hereto have affixed or caused to be affixed

their respective signatures this day of , 200 .

SIGNED SEALED AND DELIVERED )

)

by OWNER in the presence of ) OWNER

Witnesses:

_____________________________

Address:

Home Phone:

SIGNED SEALED AND DELIVERED )

)

by MANAGER in the presence of )

MANAGER

Witnesses:

___________________________________