The following summary is qualified in its entirety by the detailed information included elsewhere in this Private Placement Memorandum and should be read in conjunction with the full text of this document. Investors are strongly recommended to review the sections of this Private Placement Memorandum containing the terms and conditions of the Placement and the PRINCIPAL RISK FACTORS.

The Company has been incorporated as a BOI approved Private Limited Company and will have an unlimited duration.

Investment objectives of the Company

The Company has been established with the principal purpose of developing world-class mixed-use resort facility that will provide exclusive facilities for international tourists and signature homeowners.

Shari’ah compliance

The Company will invest in a Shari’ah compliant manner. The Company’s primary activities will not include: (i) the operation or the involvement in the operations of gambling casinos; or (ii) the manufacture, packaging, or distribution of pork, tobacco, alcohol or pornography, or which is (iii) a conventional interest-based financial institution; or (iv) any entity / activity that does not meet the Shari’ah Advisor’s approval.

Placement of Shares

The Placement is an invitation to prospective investors to offer to subscribe for Shares, subject to the terms of this Private Placement Memorandum and Subscription Agreement. The Placement offers ……….. Ordinary Shares at US$ 10 per Share.

The Subscription Amount must be paid in full upon subscription. No subscription fees will be charged from the Investors.

Use of proceeds

The proceeds from the Placement will be used to meet the short fall in funding with regard to any of the following expenditures:

• Create Fix deposits with BOC, HSBC or a similar international bank where a fixed annual interest generated and distributed to shareholders.

Provide capital for planning, designing, construction, marketing and professional advisers’ costs in relation to constructing the Villas and Resort Facilities.

• Provide capital for planning, designing, construction and professional advisers’ cost in relation to constructing the Hotel and Chalets.

• Pay for the cost of infrastructure required – roads, pavements, landscaping, electricity, water, sewage, street lighting.

• Pay expenses that will be incurred in raising capital including the cost of preparing the PPM and the success based fee to be paid upon completion of raising capital.

• Provide funds required for other investment opportunities in Sri Lanka including the proposed acquisition of Taru Villas Group of Companies.

• Pay any other expenses that the Company will incur, which in the opinion of the Directors will assist in achieving the investment objectives of the Company provided that all such costs are approved by the Shari’ah Advisor.

Share rights

Shares are Ordinary Shares ranking equal and pari passu with other Ordinary Shares of the Company with regard to voting rights & dividends.

Subscription for Shares

Each Investor shall pay the Subscription Amount in full by bank transfer in accordance with this Private Placement Memorandum and Subscription Agreement. The Company reserves the right to reject, for whatever reason or for no reason at all, any application to subscribe for Shares.

Investment Period

The Investment Period will commence on the Closing Date and is anticipated to end in five years thereafter. However the term may be extended for an additional six months period by the Company, if so resolved by the Board of the Company. Such approval will only be granted by the Board of the Company, if such extension(s) would lead to a more orderly and profitable disposal of the DBR project. Exceptionally, the Investment Period may be extended even further by the Board of the Company if such extension is deemed to be in the best interests of the Investors.

Subsequent Placement of Shares

The Directors have the power to determine whether the Company should issue further shares. Such share issues by the Directors will only proceed if in the Directors’ opinion the share issue will be in the best interests of existing Shareholders.

ROI or Target Return on Investment*

The Company aims to achieve an overall ROI of …..% over an anticipated five year Investment Period. This was computed considering the present value of free cash flows over the anticipated Investment period of five years being taken as a percentage of the total investment made on the project. Therefore the average annual ROI of this project is estimated at 52%. No such return on capital is however guaranteed and Investors should carefully review the section headed “PRINCIPAL RISK FACTORS”.

Distributions

Distributions made (if any) shall be by way of bank transfer within fourteen days of the date of declaration of the relevant capital or profit distribution.

Investment rationale

Growing economy and opportunities.

The present government of Sri Lanka is expecting a sustainable 6-8% economic growth in real income over the next five years, this in turn requires raising of investment from 35% of the gross domestic product (GDP) therefore the government intends to focus on enhancing the level of investment primarily by providing the platform for foreign investors to invest by offering a favorable business climate to foster economic growth.

In order to improve the Tourism Industry the Government of Sri Lanka has initiated the following to promote Sri Lanka as a tourism destination in major tourist markets, a project costing SLR.3,600 million is currently underway to improve tourist attractions in Sri Lanka which is expected to be completed in 2012. Further to uplift the Tourism industry the government is at present offering foreign investments via the Board of Investments (BOI) attractive terms and conditions such as tax holidays or preferential tax rates, exemption from customs duty and foreign exchange controls are also offered.

Strong Fundamental demand for tourism

The government is expecting 600,000 tourist arrivals for 2008, primarily from markets such as India, UK, Middle East and Russia. Further the ministry of Tourism is expecting 500,000 Japanese tourist arrivals to Sri Lanka over the next three year period commencing from 2008 to 2010. After year 2010 Ministry of Tourism is expecting for the tourist arrivals to Sri Lanka to be over one-million and it is anticipated that tourism in Sri Lanka to be a billion dollar industry as the demand for Sri Lanka as a tourism destination is expected to grow with the growth of the favourable climate for tourism in Sri Lanka.

Currently the tourism trend in Sri Lanka can be seen drifting towards the concept of Boutique hotels, where a growth in the developments in relation to boutique hotels can be seen.

Regulatory framework

A well-structured and effective regulatory framework is essential for the success of any industry sector. As per the prevailing Foreign Direct Investment Policy, 100% FDI is permitted in construction development projects.

Foreign Investments in real estate in Sri Lanka, including interest in properties, do not require any approvals. However, a 100% Transfer Tax on the value of the property is payable, except in the purchase of condominium properties above 3rd floor, acquisition of land for development for more than 100 residential units, for hospitals, infrastructure and non citizens maintaining over US $ 150,000 in Foreign Currency Government securities Accounts. In the case of a Company, if more than 25% of the issued Share Capital is held by non-citizens, the company is liable to pay the 100% transfer tax.

The Locations of Projects

“DBR”

The project is based at Kalpitiya Peninsular in the Western coast of Sri Lanka. Kalpitiya region, one of the most beautiful coastal areas in Sri Lanka is located in the Dry Zone.

The project is located at the Dutch Bay Island which is surrounded by the sea and from the second largest lagoon of Sri Lanka forming an estuary which has all four Eco-systems such as Near Shore, Wetland, Salt Marsh and Terrestrial, thereby providing the perfect environmental atmosphere to implement the concept of Dutch Bay Resorts. Further the project location is located with the close proximity to the “Wilpattu National Park” which is a popular tourist destination and further located closer to the “Dutch Fort” which was developed by the Dutch during their occupation in the coastal areas of Sri Lanka and also located closer to the “Bar Reef” which is regarded as the largest coral reef in Sri Lanka, which is a marine sanctuary of great importance.

Significant progress made on the Project

DBR has already made considerable progress at present in relation to its implementation of the project in areas of, acquiring and valuing a target land at Kalpitiya, a region earmarked by the Government of Sri Lanka as a high-end tourist destination and launched a development of tourist zone. DBR has also received written approval from the Board of Investment of Sri Lanka & from the governing body of tourism development, the Sri Lanka Tourist Board (SLTB) and has obtained a 15-year tax holiday as per the agreement signed with the BOI on the 13th of December 2007. Further the project promoters have finalized the designing, planning stages of the project and obtained the Terms of Reference (TOR) given by the Government Authorities and have completed Environmental Impact Assessment (EIA) pre feasibility work. Further a soft launch of DBR was performed during the MIPIM Cannes and MIPIM Asia in Hong Kong.

Unique Concept

Tourism is an industry in Sri Lanka with full of opportunities & with plenty of scope for growth. DBR is a unique development which aims at enticing find end tourism by setting it self apart from the ones that already exist in Sri Lanka by offering world class mixed-use resort facility that will provide exclusive facilities for international tourists & signature home owners. The philosophy of DBR is to give substantial, socio-economic and cultural benefits to the country and its communities. The project is attractive as the platform for the tourism industry already exists, waiting to be developed further.

Advisory Board

A multi-disciplinary team of experienced real estate experts, architects, structural engineers, scientists and environmental professionals have been assigned to advise and implement successful strategies for DBR by carrying out the required resource assessment, generation of baseline data, determining potential impact on the environment, recommending mitigation measures, determining critical elements for analysis and the issues to be highlighted during design, planning and development stages of the project.

Principal Risk Factors

Investment in the Company will involve certain risks and should only be made by prospective Investors who understand the risks involved and are able and willing to withstand the risk of the loss of the entire amount invested. No assurance can be given that the Company’s investment objective will be achieved. Prospective Investors are referred particularly to the section headed “PRINCIPAL RISK FACTORS”.

Identification

In accordance with the legal and regulatory requirements in Sri Lanka and those requirements of any jurisdiction into which an offer to subscribe for Shares is made, Investors, whether bodies corporate or individuals will be required to present (amongst other things) suitable forms of identification at the time of making an application to subscribe for Shares or as determined by the relevant authorities.

Base Currency United States Dollars (US$)