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UNAICO APPLICATION OF VIETNAMESE LAWS We refer to the email from Dr.

. Norbert Olesch sent on September 28, 2010 with further queries on Unaicos position, with reference to a proposed business establishment in Vietnam. The additional queries made were as follows : 1) 2) 3) whether the Unaico Compensation Plan contravenes local law, and whether it indicates a prohibited snowball scheme Does the transmission of options to Unaico-Distributors contravene local stockcorporation and trade law ? Do the money transfers between Unaico Distributors contravene local commercial law ?

With respect to these queries and the situation in Vietnam, we have considered the relevant laws and write to advise as follows. Our understanding of the Unaico Compensation Plan is that firstly, payment to a particular member is made directly by Unaico based on the commissions earned by that member and secondly, these commissions are earned by that member based on purchases from the virtual malls by that member and/or any other person referred by, or connected to, that member, purchasing goods/services. The payments would be made by Unaicos company to be established in Vietnam. Under these circumstances, this payment structure would not contravene Vietnamese law. For the granting / issuance of Options for Future Certificates (an OFC) (which we understand is granted or issued free and without any payment required), there is no regulation against the granting of OFCs to Unaico distributors or members per se. As no payment is required, the Vietnamese foreign exchange rules are not applicable. In this connection, we have been informed by you that such OFCs cannot be purchased or sold on any exchange and are not intended to be a financial instrument. The OFCs carry no voting or payment rights within any company. The only right that such OFCs carry is a future right to be converted into shares of the company (which is currently a private company outside Vietnam) upon a certain pre-determined event occurring. Therefore our view is that such OFCs will not be considered as a financial instrument under Vietnamese law.

Insofar as money transfers are concerned, if the transfers are done offshore (ie from one offshore account to another), Vietnamese laws on foreign curreny remittances, will not be applicable even if the transferor and transferee are Vietnamese nationals or residing in Vietnam. However if the persons receiving funds are Vietnamese nationals, income tax considerations may apply and where necessary, the payor should make arrangements to withhold income tax payments. Such withholding amounts would have to calculated and if necessary, formal arrangements should be made with the taxation authorities for the amount to be withheld and paid. Such amounts to be withheld could, subject to confirmation with the tax authorities as well as the tax payers, amount to approximately 10% of the payment made. Money transfers from overseas into an account in Vietnam should also be processed without any issue save for income tax considerations ( but subject to the laws of the jurisdicton where the funds are transferred from). Transfers may be done within Vietnam (from one Vietnamese account to another) but not to a foreign account unless approval is obtained (as discussed above) and also, local transfers (from one account in Vietnam to another account in Vietnam), have to be 1

made in Vietnamese currency and cannot be transferred in a foreign currency, even if the source funds are in a foreign currency. Please let us know if you have any query. Law Firm Ho Chi Minh City