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Sahar, Avidan Law Office

99-7991997:' 94 .. 49749 , -.':9491997-99; ____________________________________________________________________ Shosh Sahar, Adv. , " Izak Avidan, Adv. , " Michal Landau, Adv. & Mediator , " date: 0799490911 : To: Unaico Holding LTD Mr. Frank Ricketts Singapore

Subject : Legal Opinion The following is our opinion from the standpoint of Israeli law regarding your questions relating to the activities of Unaico and Sitetalk. This opinion is based on our conversations and correspondence with Unaico, the information currently available on the Unaico website, and the following documents: 1. 2. 3. 4. 5. Unaico Policies & Procedures Unaico Terms and Conditions Sitetalk Terms of Use Sitetalk Mall Terms and Conditions Unaico Compensation Plan

1. Is Unaico's compensation programme contradictory to the law in Israel? Is it considered a snowball scheme which is forbidden by law? From a study of the above documents and the provisions of the relevant Israeli law, it appears that: a. Unaico's business transactions do not fit the description of a snowball scheme (Commercial Torts Law, 1999, Chapter One: Unfair competition) because Unaico sells, through the Sitetalk store, specific and real products to specific and real customers. In addition, there is no obligation imposed on the members to enlist additional members. Unaico generally pays a commission or bonus to the members based on actual sales volume and not based on the number of members recruited. b. The compensation plan is thoroughly described in Unaico's documents so that members are aware of the details of the plan. Members are free to enter into such contractual arrangements if they choose to do so. (Contracts Law, 1973, Chapter One: Signing Contracts).

Based on these facts, it is our opinion that the compensation plan does not contravene any Israeli law. 2. Is the transfer of Options of Future Certificates (OFCs) to Unaico members contradictory to Israeli law? According to the Israel Securities Law (1968), "Securities" are defined as "certificates which are issued in series by a company, and grant shareholder rights such as voting rights in the company or a right to claim money from the company." According to the documents we have reviewed and our conference call of 19 September 2011, we understand that OFCs are part of Unaico's internal incentive program, and that Unaico is under no obligation to grant OFCs to any member. Furthermore, the OFCs do not confer any rights whatsoever such as voting rights, shares in the corporation, rights to dividends or share conversion rights. OFCs may only be traded among Unaico members. This is explicitly stated in the Unaico Terms and Conditions. Furthermore, no information about OFCs is available to the public, but only to Unaico members on a password protected website. To avoid any confusion, we recommend that when translating the words "Options of Future Certificates" into Hebrew, we use a term that has no defined meaning under the Securities Law. 3.) Does the transfer of money between Unaico members through their online earnings account violate Israeli law?? We understand theat Unaico does not take any commission or charge any fees to members for withdrawals or transfers from the Unaico on-line account. Therefore, Unaico is not engaging in a banking business and the online account is not subject to the Israeli Bank Law. In the future, however, it is possible that such transactions will be the subject of banking regulation. The transfer of funds between Unaico members through their on-line accounts could present a problem under the Prohibition of Money Laundering Law (2000). However, the law does not generally apply to transactions less than 20,000 shekels. Above that amount, reporting provisions are triggered. Yours sincerely, Shosh Sahar Izik Avidan Law Firm