Letter Agreement Between Arbor, Inc. and CPL Construcoes e Comercio Inc.








	
     ARBOR INC.

    
     

    October 2, 2002

     

     

     

    Mr. Rogerio Netto da Paz

    President

    CPL Construcoes e Comercio Inc.

    Ave. Concelcao, 321, Villa Rezende

    Piracicaba, Sao Paulo

    Brazil, 13405-280

    
    LOAN PROPOSAL ("L.P.")

	 
	Dear Sir:Pursuant to the analysis of the
    documents submitted to us regarding the project described herein. We are
    pleased to present to CPL Construcoes e Comercio Inc. ("CPL") this Loan
    Proposal in connection with the funding of said project. For the purpose of
    this L.P., Mr. Rogerio Netto da Paz is acting on behalf of ("CPL"),
    hereafter referred to as "The Client"; Arbor Inc. and its nominees are
    hereafter referred to as the Lender, in a transaction of $3,000,000.00 (U.S.
    dollars). $2,000,000 in cash and $1,000,000 assigned to Arbor Inc. by Costas
    Michael Takkas, being part of a debt owed to him by CPL.

    

	PREAMBLE:

    
	1.	"THE CLIENT" through Costas
    Michael Takkas (C.M.T.) has made it known to Arbor Inc. ("Arbor"), that it
    needs funding for the project described herein, as substantiated by the
    exchange of correspondence between CMT and Arbor.

    
	2.	Arbor has made it known to C.M.T.
    of the possibility to obtain funds in the United States, through a private
    placement to its shareholders.

    
	3.	The attached non circumvention
    agreement (Annex A) is part of this Loan Proposal.

    
	
    SUMMARY OF TERMS AND CONDITIONS

    SECTION 1

    
    LOAN PROPOSAL (L.P.)

    

	1.	BORROWER:	CPL Construcoes e Comercio Inc.

    Ave Concelcao, 321, Villa Rezende

    Piracicaba, S Sao Paulo, Brazil

    13405-280

    
	2.	LENDER:	Arbor Inc. who may, at it's sole
    discretion, assign, sell or transfer any and all of its interests in virtue
    of this L.P.

    
	3.	DESCRIPTION OF THE PROJECT:	 
	 	

    (As extracted from the Client's Business Plan)The project refers to the
    construction of approx. 24,000 residential units (one-story house) for
    approx. ten (10) years, with 48 m(sq) of built area each one, in a plot of
    ground about 181 m(sq). These houses will be built in Piracicaba and region
    Sao Paulo State - Brazil.

    According to the Client's budget, the total cost of each residential unit
    will be approx. $6,200 (U.S.Dollars), including lot, building, and all the
    infrastructure.

    The total sales of this project will be approx. $296,000,000
    (U.S.Dollars.), for the 24,000 units in ten (10) years. Thus, each unit will
    be sold for approx. $12,300 (U.S.Dollars.).

	 	 	 	 
	 	
    Cost & Benefit relation per unit
	 
	 	 	Total Sales Value 

    Cost Value

    Taxes Value (ISS, PIS/Finsocial) - incl. In cost V. -

    Indirect costs (administration) 

    Estimated Gross Profit/Unit 	US $ 12,333.35

           5,728.85

    

             458.30

    US$   6,146.20
	4.	PROPOSED CONVENTIONAL

    FINANCING IN VIRTUE OF

    THIS LOAN PROPOSAL:	 A total amount of
    $3,000,000.00

	5.	TYPE OF LOAN:	Revolving construction loan
	6.	TERM:	 	On demand
	7.	CURRENCY:	 	All figures expressed herein are in
    U.S. dollars
	8.	DISBURSEMENT	 
	 	Disbursement of $2,000,000 in cash
    as per agreed budget upon closing of the loan described herein. The loan
    will be disbursed only once the registration of the Lender's securities has
    been completed, the requirements pertaining to insurance have been met, any
    and all other contingent conditions have been met, and the cost of the
    completed project has been ascertained, in any event no later than September
    30th.
	9.	BEFORE DISBURSEMENT	 
	 	Before any disbursement of loan
    proceed is made an engineering firm (designated engineer) acceptable to the
    Lender will be retained by the Borrower at the Borrower's expense to review
    all plans and final designs as well as all other pertinent documents related
    to the work to be completed in virtue of the project. The Lender shall
    receive a formal opinion from said designated engineer regarding:
	 	 	
    	Final copy of blue prints and plans to be provided by the architect of
      the project.
	Conformity with the local construction codes and zoning rules and
      regulations.
	Construction schedule as provided by the Borrower.
	Review and approbation of the budget provided by the Borrower.
	Review and approbation of the surveyor report on the land.
	Confirmation of all budgets related to the costs of the project
      (direct costs and indirect costs) by way of signed contracts with a
      general contractor , which contracts will be in conformity with the
      documents provided by the Borrower.
	Certified opinion report, signed by the designated engineer in regards
      to the development costs of the infrastructure of the project described
      herein, said cost established at no less than the costs specified herein.
	Construction schedule as prepared by the General Contractor together
      with a cash flow schedule summarizing the needs for funds and the dates.
	Designated engineer's certificate confirming that the contracts signed
      with the General Contractor are in conformity with the plans and designs.
	Confirmation of obtaining of a "Performance Bond" in the name of the
      General Contractor, said Performance Bond to be issued by an insurance
      company acceptable to the Lender.


    
	 	
    Note:
	 	All the above documents shall need
    to be provided within the delays prescribed and be fully acceptable to the
    Lender.
	10.	REIMBURSEMENT	 
	 	The principal amount including the
    assigned debt and the revolving construction loan will start to be payable
    on the 17th month after the disbursement of the initial funds as follows:
	 	 	Month 17 : $1,000,000.00

    Month 20 : $1,000,000.00

    Month 23 : $250,000.00

    Month 32 : $750,000.00
	11.	FIXED GUARANTED OF RETURN
	 	The rate of return will be a fixed
    and guaranteed as follows:
	 	 	During the period of the loan and
    it's repayment it is agreed that 1281 units will be built and sold. The
    estimated operating profit for this amount of units being approx.
    $7,498,000. CPL agreed to fix and guarantee a return equal to approx. 20% of
    this operating profit $1,500,000 to be paid over the period of sales (as per
    attached budget - Annex B) on a quarterly basis of $150,000 per quarter from
    month 8 until month 35.
	12.	OPTIONS	 	 
	 	Arbor will have the right at any
    time during the period of the loan to convert to a 20% equity ownership of
    CPL for its remaining interest in the guaranteed and fixed return. Any
    amount paid before hand allowing a distribution to CPL (including cash used
    to repay prior debts) equal to 5 times that amount and thereafter as per
    dividend issue.Arbor will also have the right at any time during the
    period of the loan to agree to participate in the ongoing project as a 50/50
    partner with CPL on the basis of that a 50% participation costs $750,000.
    I.e. The total ongoing Capital is agreed to be $1,500,000 and therefore as
    an example, if 20% is already owned by Arbor, to increase this to 50% they
    will have to input $450,000 with CPL keeping $1,050,000 on its books. All
    parties to sign non-compete agreements.

	13.	SECURITY AND LOAN DOCUMENTS

    SECURITY AND GUARANTEES
	 	All indebtness to the Lender , the
    loan amount and the fixed guaranteed return will be secured by the
    following, each in a form and substance satisfactory to the Lender and its
    Legal Counsel.
	 	1.	Deed of loan coupled to a mortgage
    on 83 pieces of land, grouped into 3 cattle raising farms located in two
    different cities in the State of Tocantins.
	 	 	-	Fazenda Brejo Gleba 1
	 	 	Location:	Wanderlandia, State of Tocantins,
    Brazil
	 	 	Area:	10,000 hectares
	 	 	Price per hectare:	R $190.00 (approx. $63 US)
	 	 	Total Value:	R $1,900,000.00 (approx. $633,300
    US)
	 	 	The information above was obtained
    by Moreira Lima, Royster & Ohno (letter 10.18.01) from a certificate issued
    by the Tocantins Regional Office of the Agrarian Agency ("INCRA"), dated
    Nov. 6, 2000.
	 	 	-	Fazenda Brefo Gleba 2
	 	 	Location:	Wanderlandia, State of Tocantins,
    Brazil
	 	 	Area:	10,000 hectares
	 	 	Price per hectare:	R $190.00 (aprrox. $63 US)
	 	 	Total Value:	R $1,900,000.00 (approx. $633,300
    US)
	 	 	The information above was obtained
    by Moreira Lima, Royster & Ohno (letter 10.18.01) from a certificate issued
    by the Tocantins Regiona Office of the Agrarian Agency ("INCRA"), dated Nov.
    6, 2000.
	 	 	-	Fazenda Sao Martins
	 	 	Location:	Sao Vento do Tocantins, State of
    Tocantins, Brazil
	 	 	Area:	35,100.00 hectares
	 	 	Price per hectare:	R $160.00 (aprrox. $53 US)
	 	 	Total Value:	R$5,616,000.00 (approx. $1,872,000
    US)
	 	 	The information above was obtained
    by Moreira Lima, Royster & Ohno (letter 10.18.01) from a certificate issued
    by the Regional Office of Tocantins of INCRA, dated Nov. 6, 2000.
	 	 	-	Fazenda Sao Martins II
	 	 	Location:	Sao Vento do Tocantins, State of
    Tocantins, Brazil
	 	 	Area:	36,477.00 hectares
	 	 	Price per hectare:	R $160.00 (aprrox. $53 US)
	 	 	Total Value:	R$5,836,320.00 (approx. $1,945,440
    US)
	 	 	The information above was obtained
    by Moreira Lima, Royster & Ohno (letter 10.18.01) from a certificate issued
    by the Regional Office of Tocantins of INCRA, dated Nov. 6, 2000.
	 	2.	Specific assignment of any and all
    excess money generated by the project, such money identified as "cash
    carried forward" in the cash flow budget attached hereto in Annex "B" which
    was provided by the Client to Arbor.
	 	3.	Satisfactory insurance coverage
    with loss payable to the Lender.
	 	4.	Specific assignment of
    construction contract and/or any management contract.
	 	5.	Specific assignment of
    architectural contract, extended to all plans and specifications.
	 	6.	International Performance Bond in
    the amount of 15% of the guaranteed fixed price construction contract.
	14.	LOAN DOCUMENT
	 	Lender's counsel shall prepare the
    necessary documentation in order to comply with all the terms and conditions
    of the Loan Proposal and to comply with applicable law.Any and all legal
    costs shall be borne by the Borrower (*). Documentation shall include, but
    not be limited to, the following instruments to be executed at closing:

	 	 	
    	Good standing Certificate
	Partnership resolutions
	Certified copies of Articles of Bylaws
	Promissory note
	Mortgage and Security Agreement (Spreader agreement shall be included)
	Construction loan agreement (when applicable)
	Borrower's Affidavit and indemnity (re: Hazardous or Toxic materials)
	Borrower's Affidavit (re: leins, possesions, licenses, gap, etc.)
	Collateral Assignment of Construction Contracts, Licenses and Permits
      (when applicable)
	Opinion of Borrower's Counsel
	Notice of Borrower's Counsel
	Notice of Commencement
	Subordination Agreement (from Shareholders)
	Waiver of Right to Jury Trial
	Opinion confirming evidence of all corporate authorities together with
      an opinion of the Borrower's Counsel as to usual matters, such as
      corporate authorities, absence of litigation, enforceability of security,
      and execution of all security listed herein.
	Opinion confirming evidence of satisfactory title and the absence of
      charges other than the ones disclosed herein.


    (*) Any and all fees will need to be pre-authorized by the Borrower.

	15.	REQUIREMENTS
	 	a.	Evidence that the Property as
    intended to be improved meets all material local and state building
    Construction and fire codes, zoning requirements, energy and environmental
    codes.
	 	b.	Evidence that the Property is
    zoned to permit the improvements thereon and that there are, in full force
    and effect, valid approvals, variances and permits, including any required
    building permits and concurrence approvals, issued by all governmental
    authorities having jurisdiction thereon, to the extent the absence of any of
    the following would have material adverse effect on the ability of the
    Borrower to make said improvements.
	 	c.	Evidence that all utilities
    (water, electricity, telephone and sewer) are available and sufficient to
    service the Property and any proposed improvements.
	 	d.	Borrower shall provide the
    facilitator with three (3) originals of a current survey of the Property,
    prepared, sealed, and certified to the lender, its legal counsel and the
    Title Company by a duly registered surveyor or engineer, which survey shall
    reflect the correct legal description of the Property, shall show location
    and parameter boundaries of the Property, shall disclose access, elevations,
    all improvements, encroachments, easements and rights of way, and shall
    reflect no meterially adverse conditions unsatisfactory to the facilitator,
    and its counsel.
	 	e.	Borrower shall provide the lender,
    no later than ten (10) days prior to the first advance all the required
    material permits and licenses for construction of the improvements.
	 	f.	Borrower shall, at Borrower's
    expense, provide the lender with a Phase 1 environmental audit, certified by
    an environmental engineer, acceptable to the facilitator, evidencing that
    there are no hazardous waste or materials, as definedd by federal, state or
    local law, of any kind stored, kept, disposed upon or otherwise affecting
    the Property or any portion thereof. In the event said report indicates
    there are material levels of any such hazardous wastes or materials, the
    lender may, in its sole and absolute discretion, either (i) require as a
    condition to closing that all appropriate reasonable corrective action be
    taken, or (ii) cancel and terminate any eventual commitment.
	16.	COVENANTS
	 	Once the transaction will be
    disbursed, and as long as the Client will have an outstanding principal due
    to the Lender, the Borrower undertakes to respect the following covenants:
	 	a.	The Borrower understakes not to
    pay the administrator any bonus, dividends, and/or any extraordinary
    expenses, without prior obtaining the written consent of the Lender. Such
    consent shall not be unreasonably withheld.
	 	b.	The Borrower shall not encumber
    the property offered as collateral with any other obligations then the
    funding described herein.
	 	c.	The Borrower undertakes to ensure
    that all necessary licenses and permits that are material for the operation
    of the project are kept current at all times and assignable to the Lender
    and in accordance with applicable laws.
	 	d.	The Borrower undertakes to provide
    the Lender on a monthly basis with monthly turn over reports allowing the
    Lender to properly follow up and analyze the tax grant referred to herein.
	 	e.	The Borrower undertakes to provide
    the Lender with quarterly operating results, within a period of 30 days from
    the end of said period.
	 	f.	The Borrower undertakes to provide
    the Lender with annual year end (audited) results, within a period of 120
    days from the expiration of said year end.
	17.	TIME REQUIREMENTS
	 	Documentation and action of
    clauses herein are expected to occur prior to disbursement by September
    30th. Should this requirement not be met, then this contract will become
    null and void.
	18.	CONSTRUCTION OF IMPROVEMENTS
	 	The improvements to be constructed
    by the Borrower shall be constructed in accordance with the final plans and
    specifications approved by the Lender and the applicable governmental
    authorities. Disbursements of the Loan proceeds shall be made by the Lender
    in accordance with a schedule to be acceptable by the parties and shall be
    subject to all of the conditions for advances specified in the Construction
    Loan Agreement to be prepared by the Lender's counsel. Construction of the
    improvements, same as progresses, shall be inspected and monitored by an
    architect, engineer or other inspector satisfactory to the Lender, at
    Borrower's expense.
	19.	AVAILABILITY OF FUNDS
	 	Procedures of Disbursements
	 	i 	The designated engineer or Project
    Manager, will conduct an inspection of the construction work at least once a
    month, at the Borrower's expense and will submit to the Lender a Certified
    Report confirming:
	 	 	 	Note:	The designated engineer referred to
    in this section of the Loan Proposal will need to be satisfactory to both
    the Lender and the Borrower, before being formally appointed to the project.
    The Borrower will have the opportunity to refer to the Lender a firm of
    engineers of its choice, and providing that the Lender can be satisfied with
    the credibility and experience of said firm, the Lender will not object to
    its appointment.
	 	 	1.	the construction work progresses
    according to the original schedule respecting the disbursement schedule
    originally planned.
	 	 	2.	the construction work progresses
    according to the original schedule respecting the disbursement schedule
    originally planned.
	 	 	3.	the remaining funds to be disbursed
    are sufficient to complete the project as planned.
	 	 	4.	obtain the Lender's authorization
    for any construction cost increase exceeding $50,0000.00.
	 	 	5.	require the funds exclusively for
    the project.
	 	 	6.	provide access to the construction
    site to the Lender and/or its inspector at all times.
	 	 	7.	authorize the Lender to disburse
    funds with joint payment to the Borrower and the General Contractor and/or
    Project Manager, and/or other parties, as required by the General
    Contractor.
	 	 	8.	provide a summary of the expenses,
    confirming the original budget together with a certificate signed by the
    General Contractor/Project Manager, confirming the use of the funds required
    for payment.
	 	 	9.	cover with an additional
    investment, any situation of cost overrun.
	 	 	10.	provide the Lender with account
    statements and detailed invoices from the suppliers not covered in the
    General Contractor's Agreement.
	 	 	11.	any request for funds has to be
    done by writing by way of certificate signed by the designated engineer and
    be fully documented and confirmed that the non disbursement portion of the
    proposed financing will be sufficient to complete the project.
	 	 	12.	In addition said certificate will
    confirm that the advances required are in respect and in conformity with the
    budget.
	 	 	13.	each request for funds will be for
    a minimum amount of $500,000.00
	 	 	14.	in a case where the designated
    engineer of the project cannot reconcile the expense statement of the
    project as provided by the Borrower, the Lender reserves the right to
    suspend any additional advances until the differences (discrepancies) are
    resolved at the entire satisfaction of the designated engineer.
	 	 	15.	there will be a hold for
    priviledges of ten (10) percent calculated on the value of the work and
    material of any advances.
	 	 	16.	in the situation where the costs
    exceed the projected costs of the Borrower, said Borrower will be able to
    pay from its own money said costs of overruns, before any other advances are
    made by the Lender, and then the Borrower will need to demonstrate that the
    undisbursed funds are sufficient, in the opinion of the Lender, to complete
    the project.
	20.	CLEAR TITLE CERTIFICATE
	 	Prior to disbursement, the
    Lender's legal counsel shall provide the Lender with a Clear Title
    Certificate in an amount, in form and substance, satisfactory to the Lender,
    confirming that the Lender has a valid first lien upon the Property. Said
    Clear Title Certificate shall contain no exceptions other than those
    approved by the Lender prior to closing, shall insure over the standard
    exceptions and the gap exception and shall be updated by endorsement from
    time to time as required by the Lender.
	21.	INSURANCE
	 	1.	Liability insurance no less than
    $2,000,000.00 naming the Lender as as additional insured, flood, windstorm
    insurance and fire and extended coverage insurance with each policy
    containing mortgage loss payable clauses satisfactory to the Lender and all
    of such policies containing an agreement to notify the Lender in writing at
    least thirty (30) days prior to any cancellation or reduction in coverage of
    such policy, covering such hazards, in such amounts, in such form and issued
    by such carriers as shall have been approved by the Lender. The original of
    the flood, fire and extended coverage policies shall be delivered to the
    Lender at the time of the closing of the Lien.
	 	2.	A certificate from an insurance
    company satisfactory to the Lender indicating that Borrower and Borrower's
    General Contractor are covered by public liability and workmen's
    compensation insurance to the satisfaction of the Lender.
	 	3.	A builder's risk insurance policy.
    In addition a fire and extended coverage insurance shall be required until
    the improvements are completed and the flood and windstorm policy shall not
    be required until the roof and the walls are built, or such earlier time as
    required by applicable laws and regulations.
	
    SECTION II

    CONDITION OF COMPLETION AND DISBURSEMENT

    

	1.	While working to the completion of
    the transaction described herein upon the occurrence of any of the following
    events, Arbor may, in its sole and entire discretion, terminate this L.P.,
    without further notice or obligations and without any liability whatsoever
    to the Client, or any third party:
	 	a.	If all applicable conditions
    contained herein have not been met to the satisfaction of Arbor, or the
    transaction has not been disbursed within the delays prescibed herein (the
    latest September 30th), or the fault on any other obligation the
    Client may have in virtue of this L.P.Upon Client making a general
    assignment for the benefit of creditors, or if there is filed by or against
    the Client, a petition in bankruptcy, or for the appointment of a receiver,
    or if Client's business is discontinued as a going concern, or if there is a
    suspension of business, or in case of the issuance of any warrant or
    attachment against any of Client's property or the taking of possession of
    or assumption of control of all or any substantial part of the property of
    Client's business by any governmental agency.

    Upon any material adverse change in the Client's conditions or upon the
    default by Client of any material obligation of Client to any third party.
    Also should an important change arise with respect to the nature of the risk
    prior to the date of the disbursement of the loan in virtue of this L.P.,
    which change in the sole discretion of Arbor is considered to be unfavorable
    to Arbor may annul this L.P.

	 	b.	If any legal or administrative
    action, suit or proceeding shall be instituted or threatened against the
    Client or any judgment is entered or tax lien is filed against the Client.

    
	2.	The completion and disbursement of
    the proposed loan by the Lender and the terms and condition contained herein
    are subject to the approval by the Lender's Legal Counsel and of the
    supervisory authorities regulating the Lender. If the terms of this L.P. to
    the obligations of the Lender hereunder conflict with any applicable law or
    regulation, such law or regulation shall control over and supersede any such
    conflicting term or obligation. The Client agrees that Arbor shall have no
    liability whatsoever to the Client, guarantors or any third party, including
    any intended or incidental beneficiary hereof, as a result of any such
    conflict.

    
	3.	In signing the present L.P. the
    Client authorizes Arbor to obtain any and all information in its sole
    discretion deemed appropriate in the execution of its Due Diligence,
    verifying all aspects of the project and more importantly its viability.
    "The Client", in order to facilitate the execution of said Due Diligence
    hereby binds and obliges himself to communicate to Arbor any and all
    pertinent documents of any nature that may be reasonably requested by Arbor.

    Said document(s) shall be used exclusively by Arbor in connection with
    the execution of the Due Diligence to be performed in virtue of this L.P.
    and shall be returned without delay to the Client at the expiration of this
    L.P.. Furthermore, the Client does bind and obliges himself to inform Arbor
    of any and all facts and/or information of such nature that may influence
    the facilitator in executing the transaction described herein.
    Notwithstanding the generality of the foregoing, information related to
    changes in assets, liabilities, revenues of the Client shall be deemed to be
    facts and/or information contemplated by this section.

    Also it is the Clients responsibility to provide Arbor with documents in
    English, and presented in a format acceptable to the facilitator. In
    addition should Arbor need to travel to Brazil in connection with the
    execution of the Due Diligence, the Borrower will need to cover any and all
    direct expenses of the Arbor, and should pay those expenses to Arbor, upon
    demand by Arbor.

    

	4.	Notwithstanding any provision to
    the contrary, the Client agrees that any notice to be gien to him in
    connection with this L.P. will be sent at the following address and/or
    telephone number, namely:CPL Construcoes e Comecio Inc.

                Ave Concelcao, 321, Villa Rezende

                Piracicaba, Sao Paulo, Brazil

                13405-280

                Tel: 011 55 19 3421 7736

                Fax: 011 55 19 3421 7736

              
            
          
        
      
    
    Arbor agrees that any notice to be given to him in connection with this
    L.P. will be sent at the following address, namely:

    Arbor Inc.

    1645 South Miami Avenue

    Miami, FL. 33129

    Tel: 305.854.8889

    Fax: 305.854.8898

    

	GOVERNING LAWS

    
	
    Notwithstanding any provision to the contrary, the Client
    and Arbor hereby agree that this L.P. will be governed by and interpreted
    pursuant to the laws of the State of Florida and that venue for purposes of
    any litigation brought pursuant to this L.P. shall be exclusive and vest
    with the State and Federal Courts in Miami-Dade County, Florida. Further the
    Client voluntary agrees to submit to the jurisdiction of the State and
    Federal Courts domiciled in Miami-Dade County, Florida, and agrees that
    service of process may be effected by mail to the last known address of the
    Client and the records of Arbor.

    In the event that litigation is brought to enforce this
    L.P. or any of the terms therof, the parties agree that the prevailing party
    in any such action shall be entitled to recover its attorney's fees and
    litigation expenses, through all appeals.

    This being said, once the transaction is executed, and
    disbursed, the loan be subject to Brazilian laws.

    

	REPRESENTATIONS OF THE CLIENT

    
	The Client recognizes that he came to Arbor
    without being solicited by anyone at Arbor. The Client acknowledges and
    agrees that this L.P. is subject to and based on the accuracy of any and all
    information (written or verbal), representations and materials submitted by
    C.M.T. to Arbor in support of the Client's application at Arbor for the
    transaction described herein, including any and all exchange of
    correspondence between C.M.T. and Arbor, prior to issuing the L.P.. In
    addition, the Client hereby recognizes that this L.P. is also issued based
    on the fact that the Client (including shareholders and guarantors)
    represented to Arbor to be in a good financial situation. In the event of
    inaccuracy changes in the information, representations above mentioned, the
    Client recognizes the right of Arbor, in its sole and absolute discretion to
    terminate this L.P. and the Client understands that in such situations any
    and all of Arbor's obligations in virtue of this L.P. will be null and non
    avenue.

    
	ARBOR REPRESENTATION

    
	Arbor has the right but not the obligation to
    directly participate in the proposed investment.If this L.P. is
    acceptable to you, please sign it where indicated and return a copy to our
    office.

    If this L.P. is not accepted on or before October 9th, 2002, Arbor
    reserves the right in its sole discretion to cancel it.

    Arbor Inc.

    

    Costas Takkas, Director

    

    RHM:ic

	
    LOAN PROPOSAL ACCEPTATION

    
    

    DATED FOR REFERENCE THIS 2nd DAY OF OCTOBER, 2002.

    

	
    Arbor Inc.

	  

    Witness: /s/ Robert Miller

    
	 /s/ Costas Michael Takkas

    
    

    Costas Michael Takkas for Arbor Inc.

	  

    Notary: ___________________ 
	CPL Construcoes e Comercio Inc.
    /s/ Rogerio Netto da Paz

    

    Rogerio Netto da Paz

	
    ANNEX "A"

    NON-DISCLOSURE AND NON-CIRCUMVENTION

    BILATERAL AGREEMENT

     

          
        
      
    
    In consideration of the mutual promises contained herein, the
    undersigned parties, intending to be legally bound, hereby irrevocably agree
    not to circumvent, avoid or by-pass each other, directly or indirectly, to
    avoid payment of fees, commissions or other benefits, either financially or
    otherwise, in any corporation, trust, partnership, or other entity, in
    connection with any project, submitted by either signatories to other
    signatories or any other additions, renewals, extensions, rollovers,
    amendments, re-assignments, or otherwise relating to this project or any
    other project, which the parties to this Agreement shall be signatories.

    
    Each of the signatories, separately and individually, and
    their associates hereby agree that (he/she) or (his/her) corporation,
    divisions, subsidiaries, employees, agents or consultants will not make any
    contract, deal or accord with any trust (corporate or otherwise), lenders or
    borrowers, buyers or sellers, introduced by another of the signatories,
    separately or individually, and their associates without the express
    permission of the introducing signatory (signatories). This Agreement is
    also effective for the signatories' heirs, assigns and designees.

    
    The signatories hereby agree to keep completely confidential the
    names of corporations, organizations, individuals, trusts (corporate or
    otherwise) lenders, borrowers and buyers introduced by the name signatories
    or their associates. Such identity shall remain confidential for the
    duration of this Agreement, and shall include any phone numbers, addresses,
    telex numbers, et al. Such information is considered the property of the
    introducing signatory (signatories).

    
    Nor shall any party to this agreement disclose or otherwise reveal to
    any third party any confidential information provided by the others, and
    particularly concerning trusts (corporate or otherwise) lenders, sellers,
    borrowers, buyers or other names and addresses, telex, facsimile, telephone
    numbers or any other means of access thereto, including bank information
    code, references, privileged information, without formal consent of the
    other parties of this Agreement.

    
    This Agreement is a perpetuating permanent guarantee from the date
    affixed below and is to be applied to any and all transactions entertained
    by the signatories, present and/or future, as well as to the initial
    transaction, regardless of the success of the initial project, or the life
    of the current projects, transactions, additions, renewals, extensions,
    rollovers, amendments, new contracts or third party assignments, including
    subsequent follow-up, repeat, extended or renegotiated transactions. The
    signatories hereby confirm that the identities of the corporation,
    individuals and/or trust, lenders or borrowers, buyers and sellers, are
    currently the property of the introducing signatories and shall remain so
    for the duration of this Agreement.

    
    Any controversy or claim arising out of or relating to this contract
    and Agreement, or the breach thereof, and which is not settled between the
    signatories themselves, shall be settled by arbitration in accordance with
    the rules of the American Arbitration Association, and judgment upon the
    award rendered by the Arbitrator(s) may be entered in any court having
    jurisdiction thereof, including the award to the aggrieved signatory
    (signatories), their heirs, assigns and/or designees, for the total
    remuneration received as a result of business conducted with the parties
    covered by this Agreement, plus all court costs, attorney fees, and other
    charge and damages deemed fair by the Arbitrator(s).

    
    By signature below and execution of this Agreement, each of the named
    signatories, separately and individually, and their associates confirm that
    any corporation, organization, firm, company or individual of which the
    signer is a party to, a member of, a principal agent for, or in association
    with, is bound by this Agreement. If any of the signatories is an officer or
    his/her corporation, this signature represents a corporate guarantee of
    corporate responsibility with respect to this Agreement. It is understood
    that this Agreement is a reciprocal one between the signatories concerning
    their privileged information and contracts.

     IN WITNESS WHEREOF, the parties hereto have executed this
    Agreement dated for reference on the 2nd day of October 2002.

     

     

     

	  

    Witness:  /s/ Robert Miller   

     

     

    
    Witness: /s/  
	Arbor, Inc./s/ Costas
    Michael Takkas

    

    Costas Michael Takkas for Arbor Inc.

    
     

    

    CPL Construcoes e Comercio Inc.

    
    /s/ Rogerio Netto da Paz

    

    Rogerio Netto da Paz