11:03     MELCO INT'L DEV<00200> - Announcement (12)                          

    Conditions Precedent                                                      
    The First Agreement                                                       
    Completion of the First Agreement is conditional upon                     
    the fulfillment (or, in the case of paragraph (d) below,                  
    waiver) of the following conditions precedent:                            
                                                                              
    (a)   The First Agreement and the transactions                            
    contemplated thereby, including the subscription and                      
    issue of the Convertible Loan Notes, having been                          
    approved by a resolution of the Independent                               
    Shareholders in general meeting taken on a poll and                       
    Melco having obtained all other approvals and consents                    
    which are necessary or desirable for the completion of                    
    the transactions contemplated by the First Agreement;                     
                                                                              
    (b)   listing permission to deal in the Shares falling                    
    to be issued on conversion of the Convertible Loan Notes                  
    having been granted by the Stock Exchange and not having                  
    been revoked;                                                             
                                                                              
    (c)   all consents or approvals of any relevant                           
    governmental authorities or other relevant regulatory                     
    bodies in Hong Kong and Macau which are necessary for                     
    entering into the First Agreement and the consummation                    
    of the transactions contemplated thereby having been                      
    obtained and not having been revoked; and                                 
                                                                              
    (d)   Great Respect delivering to Melco Entertainment                     
    an opinion addressed to it by a firm of lawyers qualified                 
    to advise on Hong Kong law, in an agreed form. The legal                  
    opinion is required to confirm, among other things, the                   
    enforceability of the Joint Venture MOA and the Joint                     
    Venture under Hong Kong law and such other matters as                     
    Great Respect and Melco Entertainment may agree.                          
                                                                              
    If any of the conditions precedent have not been                          
    fulfilled (or, in the case of the condition referred                      
    to in paragraph (d) above, waived) by 31st August 2005                    
    (or such later date as the parties to the First Agreement                 
    may agree in writing), any party to the First Agreement                   
    may at its option (but without prejudice to any other                     
    right or remedy it may have), by notice to the other                      
    parties to the First Agreement elect to terminate the                     
    First Agreement, in which event the First Agreement                       
    will be of no further effect, the rights and obligations                  
    of the parties under the First Agreement will lapse and                   
    the parties thereto will be released from such                            
    obligations without any liability. Melco Entertainment                    
    currently has no intention to waive the condition                         
    referred to in paragraph (d) above.                                       
                                                                              
    The Second Agreement                                                      
    Completion of the Second Agreement is conditional upon                    
    the fulfillment (or, in the case of paragraph (c) below,                  
    waiver) of the following conditions precedent:                            
                                                                              
    (a)   The Second Agreement and the transactions                           
    contemplated thereby having been approved by                              
    resolution of the Independent Shareholders in general                     
    meeting taken on a poll and Melco having obtained all                     
    other approvals and consents which are necessary or                       
    desirable for the completion of the transactions                          
    contemplated by the Second Agreement;                                     
                                                                              
    (b)   all consents or approvals of any relevant                           
    governmental authorities or other relevant regulatory                     
    bodies in Hong Kong and Macau which are necessary for                     
    entering into the Second Agreement and the consummation                   
    of the transactions contemplated thereby having been                      
    obtained and not having been revoked; and                                 
                                                                              
    (c)   Melco Leisure having delivered to Melco                             
    Entertainment an opinion addressed to Melco                               
    Entertainment by a firm of lawyers qualified to advise                    
    on Macau law, in an agreed form. The legal opinion is                     
    required to confirm, among other things, the due                          
    establishment incorporation and existence of Melco                        
    Hotels under the laws of Macau.