SCHEDULE [*]

PRELIMINARY RULES, REGULATIONS AND OWNERS’ COVENANTS

I.          INTRODUCTION

These Preliminary Project Rules and Regulations and Owners’ Covenants (the “Rules”) are at this stage being provided to prospective purchasers of plots in the [Angthong Hills Project] for informational purposes only to assist them to make an informed purchase.  The Rules may be amended by the Project Company and are subject to final Project documentation.

The final version of the Rules shall be attached to the Sales and Purchase Agreement entered into between [Angthong Hills Estates Company Limited] and each Owner and shall form an integral part thereof.

The purpose of the Rules is to enable the Project Company (or a Project Management Company) and the Owners themselves to preserve and protect the overall aesthetics, quality and integrity of the Project for the common benefit of all Owners.

Any capitalized terms not defined herein shall have the meaning ascribed to them in the Sales and Purchase Agreement.

II.        COVENANT NOT TO OBSTRUCT VIEWS

To preserve and protect the best possible view for each Plot in the Project, certain Plots may be subject to building restrictions on certain limited areas on such Plots.  These restrictions will affect only a few Plots.

Plot [___] is/is not subject to such restrictions.

[If so, describe restriction here]

Any applicable restrictions will, by the terms of the Sales and Purchase Agreement, be binding on the original purchaser/Owner and all subsequent Owners.

III.       CONSTRUCTION REGULATIONS

1.  Design Approval Requirements:  Prior to commencing construction each Owner must present to the Project Company for its approval definitive design drawings and specifications of building materials.  The Project Company will approve or reject such designs and specifications based upon whether they (i) comply with the requirements herein; and (ii) maintain the tropical Asian aesthetic envisioned by the Project Company.  With those restrictions in mind, the Project Company intends to otherwise grant significant latitude to the Owners with respect to architectural style and design and will not unreasonably withhold its approval.

2.  Compliance with Applicable Law:   All construction and buildings must at all times comply with applicable zoning and building regulations in force from time to time on Samui Island and the Kingdom of Thailand

3.  Number of Buildings Permitted:  Only one main dwelling and one maid’s dwelling per Plot shall be permitted.  No multi-rental dwellings or amenity buildings will be permitted.  The number of salas/gazebos permitted will be determined by the Project Company on a case-by-case basis and in accordance with the aesthetic considerations set forth in III.1 above.

4.  Level and Height Restrictions:  Only single storey construction will be permitted, with a maximum height allowance of six meters, measured from (a) original natural ground level at the time of purchase to (b) the building’s roof ridge.

Notwithstanding the foregoing, terracing or multi-story buildings may be permitted (subject to Project Company approval) on Plots with extreme elevation where there is no possibility of obstructing the view of adjacent Plots.

Plot [___] is/is not permitted to exceed the single-storey, six-meter height restriction.

5.  Extension Restrictions of Eaves:  The tip of all eaves must not extend beyond any point within two meters from any Plot boundary.

6.  Roof Tile Specifications:  Only “Golden Brown” roof tiles manufactured by Prestige [FULL NAME?] may be used for the roof of main dwelling and either such tiles or wooden shingles or straw thatching may be used for salas (i.e., Thai-style gazebos).  Notwithstanding the foregoing, Owners may present an alternative roofing material for the Project Company’s consideration.

7.  Surface Area Requirements:  No more than 40% of the Plot surface area can be built upon.  Put another way, the aggregate size of the “footprint” of all buildings and construction may not exceed 40% of the Plot’s total land area.

8.  Raising ground level:  The natural ground level of any Plot at the time of purchase may not be raised more than two meters. Height restriction will still be taken from original ground level.

9.  Perimeter or Boundary Wall:  Perimeter or boundary walls shall not exceed two meters in height except in the case of retaining walls where required (and approved by the Project Company) for structural integrity.  Design and construction is to be approved by the Project Company to maintain the Project aesthetics and to ensure there are no unacceptable physical or visual impediments to adjacent Plots.

10.  No Subdivision:  Subdivision of the Plots is strictly prohibited.

11.  Residential Use Only:  Subject to the provisions herein of Section IV., House and Ground Rules, all Plots and buildings and construction thereon are to be used for residential purposes only.

III.       SERVICE AGREEMENT

It is envisioned that final Project documentation will contain a Service Agreement, which will identify the scope of services to be provided by the Project Company and set out the rights and obligations of the Owners and the Project Company.

In consideration of each Owner’s payment of the annual maintenance and service fee of Baht [__________] (the “Maintenance and Service Fee”), the Project Company or its assignees and/or successors will provide certain essential services (the “Services”) to each of the Plots.  The Maintenance and Service Fee, which, for indicative purposes only, is expected to be approximately Baht 7,000/month per Plot, shall begin accruing on the date that the sale is completed (subject to completion of the infrastructure and utilities).  The Service and Maintenance Fee shall be reviewed annually and, if necessary, increased to keep pace with the cost of providing the Services.

The Services are preliminarily envisioned to be as follows:

1.  Road Access:  The Project Company will maintain all access roads to each Plot from the public road as well as the complete road system within the Project.

2.  Water Supply:  The Project Company will provide and maintain a clean water supply to each Plot, which shall include all the plumbing and individual water consumption meters.

3.  Electricity Supply:  The Project Company will provide to each Plot (i) electricity from the relevant utility provider, the Provincial Electricity Authority; (ii) an individual electricity consumption meter; and, (iii) maintenance of all electricity connections.

4.  Security:  The Project Company will contract with a third-party security service to provide 24-hour security and related measures to enhance the security of Owners and their guests within the Project.  However, neither the Project Company nor its employees, agents or representatives will be responsible for any loss or damage suffered by any Owner or any guest, invitee or licensee thereof as a result of any act or omission of the third-party security service provider.

5.  Landscaping:  The Project Company shall provide landscaping and gardening services to the common areas in the Project.

6.  Engineering Services:  While the Owners shall be responsible for the maintenance and upkeep of all electrical, mechanical, plumbing and other operations within the area of his respective Plot, the Project Company may provide temporary emergency engineering services for the convenience of the Owners until outside technical assistance can be arranged by the Owner.

7.  Swimming Pools:  Until such time as the Project Company decides it is prudent to do otherwise, the internal Project water source(s) may not be used to fill swimming pools. The filling of swimming pools on each Plot must be done by an external water source arranged by each Owner at his own expense. 

8.  Waste Disposal:  The Project Company will dispose of all reasonable domestic waste, but reserves the right to determine what is “reasonable domestic waste” and to refuse to dispose of any waste materials not deemed to be reasonable domestic waste and/or arrange for a third party to remove such waste at the cost of the Owner.

IV.       HOUSE AND GROUNDS RULES

1.  Responsibility for Guests:  It is each Owner’s responsibility to inform all of his guests, invitees and licensees of these House and Ground Rules and each Owner shall be liable for any loss or damage suffered by the Project, the Project Company or any third persons as a result of any act or omission, including but not limited to any violation of the Rules, of such Owner or his guests, invitees and licensees.

2.  Common Areas:  The common areas must be treated with respect and due care.  If any Owner notices any damage or problem in any common area, he should notify the Project Company immediately so that the matter can be addressed as soon as possible.  No storage or parking is allowed in common areas without express permission of the Project Company.

3.  Commercial Utilization:  With the exception of vacation/residential leasing activities, no Owner may engage in any commercial activities anywhere in the Project, including on his own Plot, without the express written consent of the Project Company.  It is envisioned that such consent will be routinely granted for home office activities, provided that no clientele will be visiting the premises in connection with such activities and the activities will not otherwise increase traffic to the Project or disturb other Plots or Owners.

4.  Animals:  Domestic pets may be kept provided they do not cause a nuisance to other Plots or Owners or the common areas.  It shall be strictly prohibited for any pet to use the common areas to do its business.  All Owners with Pets shall ensure that the rights and interests of other Owners are not affected in any way by such pets.  Commercial raising or breeding of any animals is strictly prohibited.

5.  Storage:  The storage of inflammable, poisonous or other toxic substances (other than common household pesticides and cleaning agents), garbage, refuse, etc., is strictly prohibited.  The temporary storage of building and construction materials is allowed for imminent construction, but not for long-term storage.  The parking or storage of broken down or unsightly vehicles is also prohibited.

6.  Parking:  It must be strictly observed, when parking vehicles, that the thoroughfare for rescue services, fire brigade and any other vehicle must be totally clear at all times. Any parked vehicle that is an obstruction can and will be removed by the Project Company at the expense of the responsible Owner.

7.  Speed Limit:  The maximum speed limit throughout the Project shall be 20 km/hour, which must be observed at all times.

8.  Open Fires:  With the exception of the operation of BBQ grills, open fires (including those for burning garbage or garden waste material) shall be strictly prohibited.

9.  Advertising/Signage:  No advertising shall be permitted in the Project accept for certain services businesses run by the Project Company for the benefit of the Owners and the Project.  Where the Project Company has approved a home office business operation under item IV.3. above, a professional name plate, with a maximum size of 50 cm x 30 cm, may be permitted.  No other signage shall be permitted.

10.  Condition of Property:  All dwellings and external gardens, landscaping, pools, etc., must be kept in good, clean and aesthetically pleasing condition.

11.  Courtesy to Others:  Owners and residents shall at all times consider the neighbouring Plots and exercise common sense and courtesy to ensure that all other Owners/occupants can enjoy living in a beautiful, friendly, peaceful and undisturbed environment.