Exhibit 10

SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (this “Agreement”) is effective May 16, 2012, by and between Asia8,

Inc., a Nevada corporation with its corporate office at 700 Lavaca St., Suite 1400, Austin, Texas, U.S.A.

(“Company”), and Emerging Market Property Advisors, Ltd., a corporation organized under the laws

of the United Kingdom with its registered office at 6 Arundel Road, Cheam, Sutton, Surrey, SM2 7AD,

U.K. (“EMP”), and the shareholders of EMP (the “Shareholders”).

RECITALS

WHEREAS, the Shareholders own two (2) shares of EMP, par value 1 Pound Sterling each, which shares

constitute 100% of the issued and outstanding shares and 100% of the ownership of EMP (the “EMP

Shares”); and

WHEREAS, the Company desires to acquire from the Shareholders, and the Shareholders desire to

transfer to the Company, the EMP Shares in exchange for approximately thirty-one million, seven-

hundred and forty-two thousand, thirty-seven (31,742,037) shares of $0.001 par value common stock of

the Company (the “Company Shares”).

AGREEMENTS

Now, therefore, in consideration of the premises, the mutual promises and covenants set forth in this

Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties agree as follows:

ARTICLE 1

SHARE EXCHANGE

Section 1.1

Exchange. Upon and subject to the terms of this Agreement, the Company hereby agrees

to issue and deliver the Company Shares to the Shareholders on a pro rata basis in exchange for the

Shareholders’ agreement to assign, transfer and set over the EMP Shares to the Company at the closing of

this Agreement pursuant to Article 2 hereof. Following the exchange of the EMP Shares for the Company

Shares, the Shareholders will own forty nine percent (49%) of the issued and outstanding shares of the

Company’s common stock and EMP will become a wholly owned subsidiary of the Company

Section 1.2

Fractional Shares. The Company shall not issue fractional Company Shares in

exchange for the EMP Shares, rather the Company will round fractional shares, if any, up to the next

whole share of the Company’s common stock.

Section 1.3

Share Valuation Price. The valuation of the EMP Shares shall be deemed equivalent to

the valuation of the Company Shares.

Section 1.4

Tax Free. The exchange of the EMP Shares for the Company Shares will be deemed by

the parties to be a tax free exchange.

Section 1.5

Securities Restriction. The Company Shares will be restricted for a period of at least six

(6) months from the date of issuance.

Page 1

ARTICLE 2

CLOSING

Section 2.1

Closing. The closing of the transaction contemplated hereby shall take place on or before

June 30, 2012 (the “Closing”), subject to the approval of the Company’s stockholders and other pre-

closing conditions, at which the parties shall make the deliveries provided in this Article 2.

Section 2.2

EMP’s and the Shareholders’ Deliveries at Closing. At the Closing or as soon as

practicable thereafter EMP will deliver or will cause the Shareholders to deliver to the Company the

following:

(a)

Share certificates representing the EMP Shares to be delivered to the Company;

(b)

Any consents required to transfer the EMP Shares to the Company;

(c)

A certified copy of the resolution of the directors of EMP authorizing the execution and delivery

of this Agreement and all documents to be executed and delivered by EMP at Closing;

(d)

All discharges and notices of discharge, estoppel letters, pay-out letters or similar discharging

documentation, in registrable form if required, which are necessary or desirable to effect or evince the

discharge of any liens or encumbrances, all of which are satisfactory in form and content to the Company,

acting reasonably;

(e)

Such other documents, certificates, instruments and agreements as are required or contemplated

to be delivered by EMP or the Shareholders pursuant to this Agreement.

Section 2.3

The Company’s Deliveries at Closing. At the Closing or as soon as practicable

thereafter, the Company shall deliver to EMP and the Shareholders, as applicable:

(a)

Share certificates representing the Company Shares, issued to the Shareholders on a pro rata

basis;

(b)

A certified copy of resolutions of the board of directors of the Company authorizing:

1. the exchange of shares by the Company;

2. the execution and delivery of this Agreement and all documents to be executed and delivered

by the Company at Closing;

3. the appointment of Iftikar Ahmed to the Company’s board of directors (1 of 3 board

members) effective as of Closing;

(c)

Such other documents, certificates, instruments and agreements as are required or contemplated

to be delivered by the Company pursuant to this Agreement.

Page 2

ARTICLE 3

CONDITIONS PRECEDENT TO CLOSING

Section 3.1

Conditions Precedent to Obligations of the Company. The obligations of the Company

under this Agreement to consummate the Closing contemplated hereby shall be subject to the satisfaction,

or the waiver of the Company, on or before the Closing, of the following conditions:

(a)

Representations and Warranties True. The representations and warranties of EMP shall be in all

material respects true and accurate as of the date when made, and, except as to representations and

warranties which are expressly limited to a state of facts existing at a time prior to the Closing, shall be in

all material respects true and accurate at and as of the Closing.

(b)

Performance of Covenants. EMP shall have performed and complied in all material respects with

each and every covenant, agreement and condition required by this Agreement to be performed or

complied with by it prior to or as of the Closing.

(c)

No Governmental or Other Proceeding or Litigation. No order of any court or administrative

agency shall be in effect which restrains or prohibits any transaction contemplated hereby; and no suit,

action, other than the exercise of dissenters' rights, investigation, inquiry or proceeding by any

governmental body or other person or entity shall be pending or threatened against EMP or the

Shareholders which challenges the validity or legality, or seeks to restrain the consummation, of the

transactions contemplated hereby.

(d)

Closing Documentation. The Company shall have received the deliveries identified in Section 2.2

and such additional documentation at the Closing as the Company and its counsel may reasonably require

to evidence compliance by EMP and the Shareholders with all of their obligations under this Agreement.

Section 3.2

Conditions Precedent to Obligations of EMP and the Shareholders. The obligations of

EMP and the Shareholders under this Agreement to consummate the Closing contemplated hereby shall

be subject to the satisfaction, or to the waiver by EMP and the Shareholders, on or before the Closing, of

the following conditions:

(a)

Representations and Warranties True. The representations and warranties of the Company shall

be in all material respects true and accurate as of the date when made, and, except as to representations

and warranties which are expressly limited to a state of facts existing at a time prior to the Closing, shall

be in all material respects true and accurate at and as of the Closing.

(b)

Performance of Covenants. The Company shall have performed and complied in all material

respects with each and every covenant, agreement and condition required by this Agreement to be

performed or complied with by it prior to or as of the Closing.

(c)

No Governmental or Other Proceeding or Litigation. No order of any court or administrative

agency shall be in effect which restrains or prohibits any transaction contemplated hereby; and no suit,

action, other than the exercise of dissenters' rights, investigation, inquiry or proceeding by any

governmental body or other person or entity shall be pending or threatened against the Company which

challenges the validity or legality, or seeks to restrain the consummation, of the transactions contemplated

hereby.

Page 3

(d)

Closing Documentation. EMP and the Shareholders shall have received the deliveries identified

in Section 2.3 and such additional documentation at the Closing as EMP, the Shareholders, and their

respective counsel may reasonably require that evidences the Company’s compliance with all of its

obligations under this Agreement.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF EMP

EMP represents and warrant to the Company, as of the date of this Agreement, as follows:

Section 4.1

Organization, Good Standing and Qualification. EMP is a corporation duly organized,

validly existing and in good standing under the laws of the United Kingdom. EMP has all requisite

corporate power and authority to own and operate its properties and assets, to execute and deliver this

Agreement, to carry out the provisions of this Agreement and to carry on business as presently conducted

and as presently proposed to be conducted. EMP is qualified and authorized to do business and is in good

standing in each jurisdiction in which the nature of its activities and of its properties (both owned and

leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would

not have a material adverse effect on EMP or its business. EMP is not a participant in any joint venture,

partnership or similar arrangement nor will it own equity securities in other corporations, limited

partnerships or similar entities at Closing.

Section 4.2

Capitalization; Voting Rights. The issued and outstanding capital shares of EMP consist

of two (2) shares, par value 1 Pound Sterling. All issued and outstanding shares (i) have been duly

authorized and validly issued, (ii) are fully paid and non-assessable, and (iii) were issued in compliance

with all applicable laws concerning the issuance of securities. There are no outstanding options, warrants,

rights (including conversion or preemptive rights and rights of first refusal), proxy or shareholder

agreements, or agreements of any kind for the purchase or acquisition from EMP of its securities. When

transferred in compliance with the provisions of this Agreement, the EMP Shares will be validly issued,

fully paid and non-assessable, and will be free of any liens or encumbrances; provided, however, that the

EMP Shares may be subject to restrictions on transfer subject to applicable laws as set forth herein or as

otherwise required by such laws at the time a transfer is proposed.

Section 4.3

Authorization; Binding Obligations. All corporate action on the part of EMP, its

management and the Shareholders necessary for the authorization of this Agreement, the performance of

all obligations of EMP hereunder at the Closing, the sale, transfer and delivery of the EMP Shares

pursuant hereto has been taken or will be taken prior to the Closing. The Agreement, when executed and

delivered, will represent a valid and binding obligation of EMP enforceable in accordance with its terms,

except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of

general application affecting the enforcement of creditors’ rights; and (ii) as limited by general principles

of equity that restrict the availability of equitable remedies. The exchange of the EMP Shares is not and

will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or

complied with.

Section 4.4

Financial Statements; Interim Changes. EMP has delivered to the Company its

unaudited balance sheet and statements of operations (the “Financials”) as at June 30, 2011 (the

“Statement Date”). The Financials are complete and correct in all material respects and presents fairly

the financial condition of EMP as of the Statement Date. EMP shall provide financial audits, prepared in

accordance with GAAP, as required for compliance with securities and regulatory bodies, including the

provisions of Rule 3-05(b) of Regulation S-X.

Page 4

Section 4.5

Liabilities. EMP has no material liabilities and, to the best of its knowledge, knows of no

material contingent liabilities not disclosed in the Financials, except current liabilities incurred in the

ordinary course of business subsequent to the Statement Date which have not been, either in any

individual case or in the aggregate, materially adverse.

Section 4.6

Agreements; Action.

(a)

There are no agreements, understandings, instruments, contracts, proposed transactions,

judgments, orders, writs or decrees to which EMP is a party or to its knowledge by which it is bound

which may involve (i) the license of any proprietary right to or from EMP, (ii) provisions restricting or

affecting the business EMP, or (iii) indemnification by EMP with respect to the infringement of

proprietary rights.

(b)

EMP has not (i) declared or paid any dividends, or authorized or made any distribution upon or

with respect to any its capital shares, (ii) incurred any indebtedness for money borrowed or any other

liabilities except than with respect to dividend obligations, distributions, indebtedness and other

obligations incurred in the ordinary course of business as disclosed in the Financials, (iii) made any loans

or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or

otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course

of business.

Section 4.7

Changes. Since the Statement Date, there has not been to EMP’s knowledge:

(a)

Any change in the assets, liabilities, financial condition or operations of EMP from that reflected

in the Financials, other than changes in the ordinary course of business, none of which individually or in

the aggregate has had or is expected to have a material adverse effect on such assets, liabilities, financial

condition or operations of EMP;

(b)

Any material change, except in the ordinary course of business, in the contingent obligations of

EMP by way of guaranty, endorsement, indemnity, warranty or otherwise;

(c)

Any damage, destruction or loss, whether or not covered by insurance, materially and adversely

affecting the properties, business or prospects or financial condition of EMP;

(d)

Any waiver by EMP of a valuable right or of a material debt owed to it;

(e)

Any direct or indirect loans made by EMP to any employee, manager or a Shareholder of EMP,

other than advances made in the ordinary course of business;

(f)

Any material change in any compensation arrangement or agreement with any employee,

manager or a Shareholder; or

(g)

Any debt, obligation or liability incurred, assumed or guaranteed by EMP, except those for

immaterial amounts and for current liabilities incurred in the ordinary course of business.

Section 4.8

Expertise. EMP has the necessary expertise and know-how to fulfill its obligations

pursuant to this Agreement.

Page 5

Section 4.9

Title to Properties and Assets. EMP has good and marketable title to its properties and

assets, including without limitation the properties and assets reflected in the Financials, and good title to

its leasehold estates, in each case subject to mortgages, pledges, liens, encumbrances or other charges,

including (i) those resulting from taxes which have not yet become delinquent, (ii) liens and

encumbrances which may materially detract from the value of the property subject thereto or materially

impair the operations of EMP, and (iii) those that have otherwise arisen in the ordinary course of

business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or

used by EMP are in good operating condition and repair and are reasonably fit and usable for the purposes

for which they are being used.

Section 4.10 EMP’s Business. EMP holds all of the rights, permits, licenses, and approvals to provide

services pursuant to its business. EMP is not dependent on one or a few customers in the operation of its

business.

Section 4.11 Compliance with Other Instruments. EMP is not in violation or default of any term of

its governing documents, or of any provision of any mortgage, indenture, contract, agreement, instrument

or contract to which it is party or by which it is bound or of any judgment, decree, order, writ or, to its

knowledge, any statute, rule or regulation applicable to EMP which would materially and adversely affect

the business, assets, liabilities, financial condition, operations or prospects of EMP. The execution,

delivery, and performance of and compliance with this Agreement, and the exchange of the EMP Shares

pursuant to this Agreement, will not, with or without the passage of time or giving of notice, result in any

such material violation, or be in conflict with or constitute a default under any such term, or result in the

creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of

EMP or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit license,

authorization or approval applicable to EMP, its business or operations or any of its assets or properties.

Section 4.10 Litigation. There is no action, suit, proceeding, or investigation, pending, or to EMP’s

knowledge, currently threatened against EMP that questions the validity of this Agreement, or to

consummate the transactions contemplated hereby, or which might result, either individually or in the

aggregate, in any material adverse change in the assets, condition, affairs or prospects of EMP, financially

or otherwise, or any change in the current equity ownership of EMP, nor is EMP aware that there is any

basis for the foregoing. The foregoing includes, without limitation, actions pending or threatened (or any

basis therefore known to EMP) involving the prior employment of any of EMP’s employees, their use in

connection with EMP’s business of any information or techniques allegedly proprietary to any of their

former employers, or their obligations under any agreements with prior employers. EMP is not a party or

subject to the provisions of any order, writ, injunction, judgment or decree of any court or government

agency or instrumentality. There is no action, suit, proceeding or investigation by EMP currently pending

or which EMP intends to initiate.

Section 4.11 Tax Returns and Payments. EMP has timely filed all tax returns required to be filed by

it. All taxes shown to be due and payable on such returns, any assessments imposed, and to EMP’s

knowledge all other taxes due and payable by EMP on or before the Closing have been paid or will be

paid prior to the time they become delinquent. EMP has not been advised (i) that any of its returns have

been or are being audited as of the date hereof, or (ii) of any deficiency in assessment or proposed

judgment to its taxes. EMP has no knowledge of any liability of any tax to be imposed upon its properties

or assets as of the date of this Agreement that is not adequately provided for.

Page 6

Section 4.12 Employees. No employee has any agreement or contract, written or verbal, regarding

their employment, except as attached hereto in Exhibit 4.12. EMP is not a party to or bound by any

currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan,

profit sharing plan, retirement agreement or other employee compensation plan or agreement. To EMP’s

knowledge, no employee of EMP, nor any consultant with whom EMP has contracted, is in violation of

any term of any employment contract, proprietary information agreement or any other agreement relating

to the right of any such individual to be employed by, or to contract with, EMP because of the nature of

the business to be conducted by EMP; and to EMP’s knowledge the continued employment by EMP of its

present employees, and the performance of EMP’s contracts with its independent contractors, will not

result in any such violation. EMP has not received any notice alleging that any such violation has

occurred. No employee of EMP has been granted the right to continued employment by EMP or to any

material compensation following termination of employment with EMP. EMP is not aware that any

manager or key employee, or that any group of key employees, intends to terminate their employment

with EMP, nor does EMP have a present intention to terminate the employment of any manager, key

employee or group of key employees.

Section 4.13 Compliance with Laws; Permits. To its knowledge, EMP is not in violation of any

applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any

instrumentality or agency thereof in respect of the conduct of its business or the ownership of its

properties which violation would materially and adversely affect the business, assets, liabilities, financial

condition, operations or prospects of EMP. No governmental orders, permissions, consents, approvals or

authorizations are required to be obtained and no registrations or declarations are required to be filed in

connection with the execution and delivery of this Agreement and the exchange of the EMP Shares,

except such as has been duly and validly obtained or filed, or with respect to any filings that must be

made after the Closing, as will be filed in a timely manner. EMP has all permits and licenses and any

similar authority necessary for the conduct of its business as now being conducted by it, the lack of which

could materially and adversely affect the business, properties, prospects or financial condition of EMP

and believes it can obtain, without undue burden or expense, any similar authority for the conduct of its

business as planned to be conducted.

Section 4.14 Environmental and Safety Laws. To its knowledge, EMP is not in violation of any

applicable statute, law or regulation relating to the environment or occupational health and safety, and to

its knowledge, no material expenditures are or will be required in order to comply with any such existing

statute, law or regulation.

Section 4.15 Offering Valid. Assuming the accuracy of the representations and warranties of

Company contained in Article 5 hereof, the offer, and exchange of the EMP Shares will be exempt from

the registration requirements of all applicable securities laws and will have been registered or qualified

(or are exempt from registration and qualification) under the registration, permit or qualification

requirements of all applicable securities laws.

Section 4.16 Full Disclosure. To EMP’s knowledge and belief, this Agreement, and any certificate

expressly delivered by EMP to the Company or its attorneys or agents in connection herewith or therewith

or with the transactions contemplated hereby or thereby, neither contain any untrue statement of a

material fact nor, to EMP’s knowledge and belief, omit to state a material fact necessary in order to make

the statements contained herein or therein not misleading. To EMP’s knowledge and belief, there are no

facts which (individually or in the aggregate) materially adversely affect the business, assets, liabilities,

financial condition or operations of EMP that have not been set forth in the Agreement or in other

documents expressly delivered to the Company or its attorneys or agents in connection herewith.

Page 7

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF COMPANY

The Company represents and warrants to EMP and the Shareholders, as of the date of this Agreement and

as of Closing, as follows:

Section 5.1

Authority. The Company has all requisite right, power, authority and capacity to execute,

deliver and perform this Agreement. This Agreement has been duly and validly executed and delivered

by the Company. This Agreement is the valid and binding obligation of the Company, enforceable against

the Company in accordance with its terms, except as enforceability may be limited by (a) applicable

bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, redemption,

reinstatement, and other laws affecting the rights or remedies of creditors generally and (b) general

principles of equity.

Section 5.2

Capitalization; Voting Rights. The issued and outstanding capital shares of the

Company consist of twenty four million, four hundred and eleven thousand, three hundred and sixty

(24,411,360) shares, par value $0.001. The company has resolved to issue an additional seven-million-

nine-hundred-seventy-eight-thousand three-hundred-thirty-three (7,978,333) shares from its treasury in

May 2012 to settle all of the company’s debts as of May 15, 2012, resulting in a total pro-forma issued

and outstanding share count as of the date of this agreement of thirty-two-million-three-hundred-eighy-

nine-thousand-eight-hundred-thirty-three (32,389,833.33) shares. All issued and outstanding shares

(i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable, and (iii) were

issued in compliance with all applicable laws concerning the issuance of securities. There are no

outstanding options, warrants, rights (including conversion or preemptive rights and rights of first

refusal), proxy or shareholder agreements, or agreements of any kind for the purchase or acquisition from

the Company of its securities. When transferred in compliance with the provisions of this Agreement, the

Company Shares will be validly issued, fully paid and non-assessable, and will be free of any liens or

encumbrances; provided, however, that the Company Shares will be subject to restrictions on transfer

subject to applicable laws as set forth herein or as otherwise required by such laws at the time a transfer is

proposed.

Section 5.3

Investment. The Company is acquiring the EMP Shares for investment purposes, and not

with a view to distribution or resale thereof in violation of applicable securities laws and regulations.

Section 5.4

No Conflicts. The execution, delivery and performance by the Company of this

Agreement does not and will not: (a) conflict with, violate, result in a breach of or constitute a default

under any agreement, instrument or obligation to which the Company is a party or by which the Company

is bound; (b) conflict with or violate any order, judgment, decree, statute, rule or regulation applicable to

the Company; or (c) require any consent, approval or authorization of, or filing with, any governmental

authority or any other third party.

Section 5.5

Litigation. There is no action, suit, proceeding or investigation pending, or to the

Company’s knowledge threatened, against the Company which questions or challenges the validity of this

Agreement or any action to be taken by the Company pursuant to this Agreement, and, to the Company’s

knowledge, there is no basis for any such action, suit, proceeding or investigation.

Section 5.6

Current Regulatory Reporting. To the Company’s knowledge, the Company is current

and compliant with all of its state and federal regulatory filings.

Page 8

ARTICLE 6

INDEMNIFICATION

Section 6.1

Indemnification by EMP. From and after the Closing, EMP shall indemnify and hold

harmless the Company from and against any and all losses, liabilities, claims, demands, causes of action,

costs and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Claims”)

arising out of or resulting from: (a) any representation or warranty of EMP, as the case may be, in this

Agreement not being true and accurate when made or when required by this Agreement to be true and

accurate; or (b) any failure by EMP, as the case may be, to perform any of its covenants, agreements or

obligations in this Agreement.

Section 6.2

Indemnification by the Company. From and after the Closing, the Company shall

indemnify and hold harmless EMP and the Shareholders from and against any and all Claims arising out

of or resulting from: (a) any representation or warranty of the Company in this Agreement not being true

and accurate when made or when required by this Agreement to be true and accurate; or (b) any failure by

the Company to perform any of its covenants, agreements or obligations in this Agreement.

Section 6.3

Procedure for Indemnification. No party shall be entitled to indemnification under this

Article 6 until such party (the “Indemnified Party”) shall have given the party obligated to provide

indemnification hereunder (the “Indemnifying Party”) written notice of the claim for indemnification

and, if such claim for indemnification arises out of any claim, suit, action or proceeding by a third party

against the Indemnified Party, unless and until the Indemnified Party shall have given the Indemnifying

Party prompt written notice of such third-party claim and the Indemnifying Party has been offered the

right, at the sole expense of the Indemnifying Party, to participate in the defense of such third-party claim.

If the Indemnifying Party elects to assume the defense of such a third-party claim, it shall not be liable to

the Indemnified Party for any legal or other expense subsequently incurred by the Indemnified Party in

connection with the defense thereof. The Indemnifying Party shall not be liable for any settlement of any

action or claim effected without the prior written consent of the Indemnifying Party, which consent shall

not be unreasonably withheld.

Section 6.4

No Bar. The provisions of this Article 6 shall not limit in any way the claims which may

be made by the parties at law or in equity for any breach by any such party of the terms of this Agreement

or any document or instrument delivered pursuant hereto.

ARTICLE 7

MISCELLANEOUS

Section 7.1

Brokers. Each party represents to the other parties that it has not engaged any broker,

finder or intermediary in connection with the transactions contemplated by this Agreement.

Section 7.2

Expenses. All legal and other expenses incurred by any party in connection with this

Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees.

Section 7.3

Survival. Each of the covenants, representations and warranties of the parties made

herein shall survive the Closing and shall not be merged in the consummation of the transactions

contemplated hereby.

Page 9

Section 7.4

Notices. All notices and other communications under this Agreement shall be in writing

and shall be sent by certified or registered mail, return receipt requested, by personal delivery, or by

facsimile addressed to the appropriate party at the address or facsimile number set forth below or such

other address or facsimile number as the party may designate by notice given in accordance with this

Section 7.4. Notice shall be deemed validly given on the date of receipt as shown on the return receipt if

delivered by certified or registered mail, on the date of delivery if done by personal delivery and upon

confirmation of receipt if sent by facsimile with receipt confirmed. Notice shall also be deemed validly

given on the date that a party rejects or refuses to accept delivery or the date of an inability to effectuate

delivery because of a changed address or facsimile number of which no notice was given in accordance

with this Section 7.4.

If to the Company to:

Asia8, Inc.

attn: Eric Montandon

700 Lavaca St., Suite 1400

Austin, Texas

U.S.A.

Tel: (480) 505-0070

Fax: (480) 505-0071

Email: eric@asia8.com

If to EMP to:

Emerging Market Property Advisors, Ltd.

attn: Iftikhar Ahmed

6 Arundel Road

Cheam, Sutton, Surrey

SM2 7AD, U.K.

Tel: 011 44 207 242 1855

Fax:

Email: info@empadvisers.com

Section 7.5

Due Diligence. The Company shall give EMP and EMP shall give the Company and

their respective representatives full access to any personnel and all properties, documents, books, records

and operations relating to the transaction contemplated herein within a reasonable amount of time from

the date of any such request, but in each such case within ten (10) business days from the date of request.

All such requests for access shall be delivered pursuant to Section 7.4.

Section 7.6

Confidentiality. The existence and the terms of this Agreement shall be maintained in

confidence by the parties hereto and their respective officers, directors and employees except as

compelled to be disclosed by judicial or administrative process or by other requirements of law, legal

process, rule or regulation (including to the extent required in connection with any filings made by the

parties or their controlling affiliates with the Securities and Exchange Commission). Nevertheless, all

public announcements, notices or other communications regarding such matters to third parties, including

without limitation any disclosure regarding the transactions contemplated hereby, shall require the prior

approval of all parties hereto.

Page 10

Section 7.7

Breach and Injunctive Relief. Each party agrees that if it commits a breach or threatens

to commit a breach of any of the provisions of this Agreement, then the other party has the right to have

the provisions of this Agreement specifically enforced by a court in the State of Nevada, it being

acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the

other and that money damages will not provide an adequate remedy. If a breach occurs and is not wholly

remedied by specific enforcement of this Agreement, the offending party agrees to compensate the

injured party for adverse consequences that result directly or indirectly from the breach. The parties

acknowledge and agree that injunctive relief is appropriate for any breach or threatened breach of this

Agreement or the obligations hereunder.

Section 7.8

Arbitration. The parties hereby submit all controversies, claims, and matters of

difference to arbitration in Nevada, by a single arbitrator according to the Commercial Arbitration Rules

of the American Arbitration Association from time to time in force. This submission and agreement to

arbitrate shall be specifically enforceable. Without limiting the generality of the foregoing, the following

shall be considered controversies for this purpose: (i) all questions relating to the breach of any

obligation, warranty or condition hereunder, (ii) all questions relating to representations, negotiations and

other proceedings leading to the execution hereof, (iii) failure of either party to deny or reject claim or

demand from the other party, and (iv) all questions as to whether the right to arbitrate any question exists.

Arbitration may proceed in the absence of either party if notice of the proceeding has been given to such

party. The parties agree to abide by all awards rendered in such proceedings. Such awards shall be final

and binding on all parties. It is the intention of the parties that the selection of arbitrators, the holding of

the arbitration hearing, and the issuance of the findings of the arbitrators shall all be accomplished as

expeditiously as possible, and the parties shall take all measures required to proceed in that fashion.

Section 7.9

Legal Expenses. In the event of any litigation or other proceedings before an

adjudicative authority regarding the construction hereof or any breach hereof, the non-prevailing party

shall pay the reasonable legal fees and expenses of the prevailing party incurred therein.

Section 7.10 Entire Agreement; Amendments; Waivers. This Agreement constitutes the entire

agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and

understandings, oral or written, with respect thereto. This Agreement may not be modified orally, but

only by an agreement in writing signed by the party against whom any waiver or amendment may be

sought to be enforced. No action taken pursuant to this Agreement and no investigation by or on behalf

of any party hereto shall be deemed to constitute a waiver by such party of compliance with any

representation, warranty, covenant or agreement herein. The waiver by any party hereto of any condition

or of a breach of another provision of this Agreement shall not be construed as a waiver of any other

condition or subsequent breach. The waiver by any party of any part of any condition precedent to its

obligations under this Agreement shall not preclude it from seeking redress for breach of this Agreement

other than with respect to the condition waived.

Section 7.11 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the

parties hereto and their respective heirs, legal representatives, successors and permitted assigns. None of

the parties shall assign this Agreement or delegate any of its duties hereunder to any other person or entity

without the prior written consent of the other parties to this Agreement.

Section 7.12 Headings. The section and other headings in this Agreement are for reference purposes

only and shall not affect the meaning or interpretation of this Agreement.

Page 11

Section 7.13 Counterparts. This Agreement may be executed in any number of counterparts, each of

which, when executed, shall be deemed to be an original and all of which together shall be deemed to be

one and the same Agreement.

Section 7.14 Governing Law. This Agreement shall be construed and enforced in accordance with the

laws of the State of Nevada, without giving effect to the principles of conflicts of law of such state.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first

set forth above.

COMPANY

/s/ Eric Montandon

By: Eric Montandon

Its: Chief Executive Officer

EMP

/s/ Iftikhar Ahmed

By: Iftikhar Ahmed

Its: President

SHAREHOLDERS

Iftikhar Ahmed

/s/ Iftikhar Ahmed

Adderley Davis & Associates, Ltd.

/s/ Robert Newman

Robert Newman

Page 12

EXHIBIT 4.12

EMPLOYEE CONTRACTS

NONE

Page 1

ASIA8, INC. 8-K