Contrato De Asociacion

MEMORANDUM OF AGREEMENT

Signed on August 30th , 2006

by and among:

MRS. IZABELA MONIKA PERERA, bearer of Australian Passport No M5084647, Address: 15 Garden Street, Cannington 6107, Perth WA, Australia,

Hereinafter referred to as “PARTY A”

And

MR. ERNESTO GARCIA TORRES, bearer of Colombia Passport No; CC 80.413.540, with address :Cra. 23 No. 148 – 23 Apto 201 (Hereinafterreferred to as “PARTY B-1)


Hereinafter jointly referred to as “PARTY B”;


WHEREAS:


The Party-A and the Party-B conclude the Cooperation into this Agreement, signed on August 30, 2006.

The Addendum (DOA) Deed Of Assignment is part of the signed Agreement between Party-A, and Party-B & have as objective facilitating loans/financings against the instrument SAFE KEEPING RECEIPT(SKR) provided by Party-B for Party-A with the DOA.

For this purpose the parties in the present MEMORANDUM OF AGREEMENT agree to finalize the financing organized by Party-A and proposed jointly by Party A and Party B offered the same to Party B having the Transaction code 20-08-2006/skrloan against the SAFEKEEPING RECEIPT SKR for Amount of Sixty Millions American Dollars US$60’000.000.reference number (to be assigned) issued by Banco BRJ, Rio de Janeiro, Brazil on the (to be described in Addendum 2) and date of maturity as (to be described in Addendum 2). which will be registered in Banco BRJ, Rio de Janeiro, Brazil under reference number (to be assigned) which could be verify by Party-A Bankers/Bank via swift MT760, in the conditions described below. The mentioned SAFEKEEPING RECEIPTSKR reference number (to be assigned) issued by Banco BRJ, Rio de Janeiro, Brazil will be Assigned to Party-A For one year and one month until 1st of October 2007


NOW IN CONSIDERATION OF THE ABOVE, THE PARTIES HERETO AGREE AS FOLLOWS:


1. To undertake that the DOA issued by Party B in favor of Party A is a legal, binding document, valid within the frame of the said DOA an period of timei.e. until 1st of October 2007.

2. FINANCEMENT CONDITIONS:

The Party of the Party-A undertake to provide the financing against the SKR bearing reference number (to be assigned) under the following conditions:

2.1. Party A provide Party B, with line of credit (The line of credit is not transferable to any Bank and/or Party in this transaction. The line of credit will be blocked in toParty-A (Bank Account for Financial Trade)

2.2. The amount value of the payment provided by the Credit Bank will be no less than 60 % face value of the SKR value. (the monthly payment to the Party-B jointly (B1 and B2) will be no less than 30% face value from the line of credit x 40 weeks from Party A Trading Bank).

2.3. The payment will be made in 12 equal consecutive installments/and paidmonthly direct by the Party-A’s Bank into the nominated bank accounts provided by Party B (B-1 and B–2)

2.4. Party B-1 receives no less than $ 10 M USD (Ten Millions) x 12 months. The total received amount by Party B-1 is no less than 120M (Million USD.)
Bank Acc Details: xxxxxxxxxxxxxxxxxxxxxxx

2.5. The Bank pay orders for each installment for each Party will be provided by Party-A toParty- B-1 not latter than 21 days after receiving from Banco BRJ, Rio de Janeiro, Brazil swift MT760 in to Party A nominate bank account after the DOA is made.

2.6. The first payment for each Party will be made not latter than maximum 3 weeks time according to clause 2.6.

8. The DOA of the SKR will be assigned to Party-A by Party-B (B-1 and B–2) and by BRJ Bank within 5 banking days of thissigned the Agreement and DOA .


MISCELLANEOUS:

3. In case of failing by Party A to present the said pay orders until specify time (clause 2.7) it is understood the Party of Party A is undertaking that PARTY-A should immediately instruct her bank where the SKR is lodged to be returned free and clear of any encumbrances or liens to Party B on the address xxxxxxxxx by courier or to BRJ bank...