MANAGEMENT AND RENTAL AGREEMENT Rice (Management Company) will manage and maintain the villas for the Investors as well as common

areas within the Project by way of a Management and Rental Agreement with the villa Investors.

All villa Investors are required to enter into the Management and Rental Agreement with the Management

Company to commence at the time of Practical Completion of the Villa. The key terms and conditions for

this agreement are listed herein this Master Agreement and will be incorporated within the Management

and Rental Agreement prior to the completion of the project.

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The Management Company will provide management and maintenance upkeep services, and marketing

and villa rental services for the Investor and their Villa throughout the term of the agreement under the

following terms and conditions.

Rental Income

- The Investor will receive 55% income share of the net villa rental and net villa spa rental rates received by

the Management Company for the Villas after any 3rd party agent/wholesaler/tour operator commissions

have been deducted, and the Management Company will receive 45% of the same net rates in return for

managing, operating and renting the Villas on behalf of the Investors within the Project. The Investor share

will be payable to the Investor quarterly in arrears by the Management Company and the Investor will be

responsible for any income tax due to the Indonesian Inland Revenue for such income share received.

- All Villas are required to be part of the Project for management and rental by the Management Company.

The Investor income share for the full Project Villa inventory will be pooled together and distributed evenly

to each villa Investor, less any deductions for Investor useage. Investors do not receive income share for

the nights they occupy their villa.

Investor Villa Useage

- Investor useage of their villa is unrestricted. Investors may stay in their villa throughout the year as they

wish, however they will not receive rental income share for the nights they are in occupation. Should

Investors utilise their villa for more than 21 nights per annum, a US$25 per night levy is charged to the

Investor by the Management Company for daily maid service and villa amenities for all nights occupied by

the Investor over and above 21 nights. (this levy is not for pooled Investor income share, and subject to

annual review and adjustment to ensure such costs are adequately covered).

-Family and friend stay policy. Investors are welcome to make their Villa available to family and friends at

any time, however to ensure the Management Company can successfully and commercially operate the

Villa resort to paying guests for the benefit of all of the Investors and the resort combined, a commercially

fair useage policy has been determined.

When an Investor is not in residence, a first tier maximum of a total of 15 nights per annum for family or

friend occupation, as directly provided by the villa owner, is permitted. A US$25 per villa per night to cover

daily maid service and villa amenities is payable by the family or friend guest. (this levy is not for Investor

pooled income share, and is subject to annual review and adjustment to ensure such costs are adequately

covered). A second tier 16-30 nights per annum for family or friend occupation, as directly provided by the

Investor, is permitted with a 50% reduction in the lowest published rate for the villas for the period of

family or friend stay. Investor rental income share is not applicable for the Investor during family or friend

occupation in their Villa.

Investor Fees

- US$175 Maintenance Fee per month is payable by the Investor to the Management Company and will be

pooled into the Villa Maintenance Fee Account operated by the Management Company for the full and

ongoing maintenance and upkeep of the villas. This includes the full maintaining, servicing and upkeep of

all villa timbers, stone tile work, private swimming pool, servicing and replacement of the alang alang

thatched roof, villa fixed fittings and equipment, pest control, villa plot landscaping, villa and common area

access pathways and lighting, waste disposal, drainage and sewage system, maintenance of power lines,

and villa security. Upon Practical Completion of the villa construction the maintenance fee is payable

upfront by the Investor for the first six months and thereafter payable quarterly in advance and may be

deducted from Investor income share. The Maintenance Fee level is guaranteed for the first 2 years and

thereafter is adjustable following audited accounts (provided to the Investor) to ensure the Maintenance

Fee and the Maintenance Fee Account covers the provisions listed on a break-even, actual cost basis and a

5% administrational fee for the Management Company.

- No additional contribution to a sinking fund is payable by the Investor.

- US$95 Utilities Charge per month is payable by the Investor to the Management Company for electricity

and water supply to the Villa units. Upon Practical Completion of the Villa construction the utilities charge

is payable upfront by the Investor for the first six months and thereafter payable quarterly in advance and

may be deducted from Investor income share. The utilities charge level is guaranteed for the first year and

thereafter is adjustable following audited accounts (provided to the Investor) to ensure the Utilities Charge

covers the cost to provide such utilities to the villas on a break-even, actual cost basis and a 5%

administrational fee for the Management Company.

-Investors are responsible for the cost of replacement through long term wear and tear of free standing

furniture and free standing electrical items and equipment in their villa. Villas will be allocated to paying

guests within the project on an even basis, hence there will not be any unusually high useage of any

particular villa and hence wear and tear of such freestanding items will be evenly spread. All fixed items

will be maintained and replaced with the Maintenance Fee Account. The Villa building and Villa furniture,

equipment and contents will be comprehensively insured for damages (most items will also initially

covered by manufacturer warranty).

-Annual buildings and contents insurance premiums for the Villas will be payable by the Investors. The

buildings and contents insurance for the common areas and the resort public liability policy is payable by

the Management Company

-Should a satellite/indovision or similar visual communications system be installed in the Villas, the cost of

the equipment will be payable by the Management Company whilst the monthly subscription for the

services will be payable by the Investor.

-Annual rates/land cess fees imposed by the local authorities for the Investor Villa Land Parcel will be

payable by the Investor from the period commencing practical completion of the Villa

Miscellaneous

-Investors are not permitted to commercially rent their Villa to 3rd parties, and all family and friend

reservations must be channelled through the Management Company.

-Reservations for Investor and family and friend occupation is subject to availability at the time of

reservation, and during the peak periods 19 December – 05 January, Easter and July/August, restrictions

may apply controlling the number of Investor villas occupied by Investors and their family and friends at

any one time to ensure the Investor income share pool is not depleted significantly during these optimum

periods.

-Investors, when in occupation, receive a 15% discount from all food and beverage and spa activities

offered by the resort to guests.

-The Management and Rental Agreement is initially valid for a term of five years and commences with

Practical Completion of the construction of the Villa. Following which it is renewable on a two year term

basis and only optional if the average occupancy for the combined Villas over the initial five year period

has been less than 40%. Renewed Management and Rental Agreements upon further renewal will also be

subject to the 40% average occupancy ruling. In this instance and where Investors wish to remove their

Villa from the Management and Rental Agreement and source commercial rental income from a third

party, all villa reservations must be channelled through the Management Company and the split of the net

rental income received by the resort will remain at 55% to the Investor and 45% to the management

company. The Investor useage and family and friend policy, the Maintenance and Utilities Charge fees and

insurance premiums will remain in place with the Management Company.