The first rental, in the amount of R $2,500.00, shall be due on August 05, 2005. The payment,when not yet overdue, can be performed via deposit, transfer or TED, into checking account 6280-4,branch 2774-0; Nova Alphaville; Banco Bradesco S/A, or via bank slip.This **PROPERTY LEASE AGREEMENT**is agreed hereby and in due legal form, as governed by Federal Law8,245/91 and the clauses and conditions below. The parties shall be generically and solely calledLESSOR and LESSE.1 The purpose hereof is the lease of the property referred to in section “D” of the recitals.The contracting parties are the Lessor and the Lessee initially identified in sections “A” and“B”, with the deposit guaranty described in section “C”, and under the terms set forth insection “E”, “F”, and “G”. 2 The property is intended for the purpose referred to in section “D” of the recitals. TheLessee cannot change it without the Lessor’s express consent. 2.1 The Lessee undertakes to deliver the negative certificates in its name. In caseof positive certificate, the summary report is required to be attached:  **•** Copy of ID Card, Tax ID, and address evidence  **•** Articles of association, Tax ID, or bylaws / minutes of the election  **•** Protest certificate in São Paulo  **•** Certificate of civil, tax, bankruptcy, composition with creditors and probate & familycourts of São Paulo  **•** Debt clearance concerning the Federal Judiciary  **•** Debt clearance concerning the Attorneyship of the Federal Judiciary  **•** Labor debt clearance in São Paulo3 The Lessee is forbidden to assign, transfer or sublease the property in whole or in part,whether free of charge or not, without the Lessor’s prior consent in writing. 4 The Lessee undertakes to respect and comply with the Condominium Convention and the InternalRegulations to which such property might be subject, if applicable. The Lessee acknowledgesthat it knows and undertakes to comply with such documents. 5 Besides the monthly rental set forth in section “F” of the recitals, the Lessee shall be incharge of IPTU and other taxes charged on the property, as well as the consumption of waterand electricity, and the relevant fees, insurance premiums, condominium or maintenance /cleaning expenses, if applicable, and everything which is or comes to be charged on suchproperty. Such charges should be paid on their due dates, plus every addition arising fromdelays or any retention of charge notices.
 
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**Paragraph One:**The Lessor is entitled to charge the IPTU and the SACA fee either together with the rental or sendthe payment slips for the Lessor to perform such payments. The nonpayment of such duties shall meana contractual infringement.**Paragraph Two:**The Lessee undertakes to promptly transfer to its name, through the applicable body, the liabilityfor the consumption of electricity in such property.**Paragraph Three:**In case there is no legal impediment and while the Lessee remains in the property, whether thecontractual term is effective or expired, the rental shall be subject to adjustments every twelve(12) months. It is hereby agreed that such adjustments shall be calculated through the IGPM-FGV, orin case of its absence, a specific index created by a later law applicable to leases.**Paragraph Four:**In case supervening laws allow for rental adjustments within terms shorter than twelve (12) months,the lessee hereby expressly agrees it is applied hereto, in the minimum deadlines legally setforth.**Paragraph Five:**The nonpayment of rentals and charges on the due dates per se shall make the Lessee in default,regardless of any communication, inquiry or notice.6 The Lessee state it is aware that the delivery of later receipts neither means nor is arelease from other obligations set forth herein which have not been charged on their duedates. It states further that if the Lessor accepts any delay in the payment of the rentaland/or charges, or the compliance with any contractual obligation, such waive cannot be deemedas novation or amendment to the contractual obligations; this shall mean an act of meregratuity on the Lessor’s part. 7 Within fifteen (15) days as of the beginning hereof, the Lessee is entitled to advise theLessor in writing on defects existing in such property. In case it does not do so, it shall beassumed that it received such property under perfect conditions. 8 The Lessee shall be liable for any and all damages which might occur in the property; if suchdamages result from events to which it has not contributed, it shall give a due notice inwriting to the Lessor within fifteen (15) days after such event, on penalty of being madeliable for any repairs required.
 
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**Sole Paragraph:**Any defect found in electric, hydraulic installations or any other, included any of theircomponents, should be repaired on the Lessee’s account (material and labor), since such propertyshall be under the Lessee’s possession.9 The Lessee undertakes to comply, on its sole account, with any and all requirements fromPublic Authorities and/or Public Service Concessionaires, either due to the property use or asa result of any construction or improvements. The Lessee takes full responsibility forinfringements due to noncompliance with decisions made by the applicable authorities or thelaws in force. 10 Except for works and repairs necessary to the property safety, the Lessee shall be in chargeof the others. It should keep the property and its fittings in perfect state of operation,preservation and cleaning, especially glasses, painting, electric and hydraulic facilities, aswell as order, politeness and discipline. 11 Any and all improvements which the Lessee wishes to make in the property should be previouslysubmitted to the Lessor and receive its express consent. In case the performance of suchimprovement depends on approval from Public Authorities and/or Public Service Concessionaires,the Lessee undertakes to request it, bearing all the costs with projects, emoluments and taxesfor its authorization, as well as the expenses to perform it. The Lessor shall not be liablefor any expense as for this.**Sole Paragraph:**Except for improvements of a movable nature, the ones performed by the Lessee are hereby made anintegral part of such property. The Lessee shall not be entitled to any compensation or paymentfrom them, not shall it be entitled to withholdings in such capacity. It should return them if theLessor so demands it.12 The Lessor is hereby authorized to inspect such property and its fittings upon prior notice,through duly accredited representatives. 13 The Lessee is hereby ensured the preemptive right to purchase such property. In case it isnot interested, such property may be visited by interested third parties, provided this isagreed on a prior basis. 14 In case of total or partial expropriation of the property, the Lessor will be released fromall and any liabilities resulting hereof, and the Lessee can opt to act exclusively againstthe expropriator. 15 This Agreement can be terminated at any time by the parties, with no burden or charges, bymeans of prior written notice at least sixty (60) days in advance.
 
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16 Once the contractual term is terminated, as set forth in section “E” of the recitals, theLessee shall vacate the property and deliver it completely free and clear of any things andindividuals, as-is at the time of receiving it, regardless of any judicial orextrajudicial order, under penalty of, in case of noncompliance, incurring the penalty setforth in the first paragraph of this clause; the Lessee will also be entitled to take theactions deemed necessary with a view to vacate the property. In case the parties areinterested in maintaining the lease, this shall be notified in writing, in order to proceedwith the contractual renewal.**First Paragraph**– Once the lease is expired or terminated, the Lessee shall submit, duly paid, thelast three bills of water and light consumption, securing with the Lessor or its attorney thesufficient amount to pay the expenses in connection with the period under the Lessee’sresponsibility. Upon delivery of the keys, the gauges will be read to assess such consumptions.**Second Paragraph**– Upon delivery of the keys, the property shall be returned in full conditions ofuse, duly painted and with any damages duly repaired, according to the inspection to be carried outby the Lessor or its attorney, if applicable, and removing any publicity signs attached to theproperty face; it is hereby agreed that, in case of noncompliance, the Lessor will be entitled totake the actions to repair any damages or make any renovations deemed necessary, charging from theLessee the pertinent amounts, which will be considered as lease charges.17 It is hereby agreed a penalty equal to three rentals in force at the time of the violation,which shall be borne by the party who violates any of the clauses hereof, with thenondefaulting party being entitled to consider this agreement as terminated. 18 Every amount due by virtue hereof shall be charged by means of a proper action at lawaccording to Law 8245/91 in its clauses, paragraphs and items in connection with thisagreement, at the court where the property is located, which the parties hereby elect, waivingexpressly any other no matter how privileged; in addition to the principal amount and charges,the fine set forth in clause 18 and all judicial and extrajudicial costs shall incur on thedue amount, in addition to the attorneys’ fees.**Sole Paragraph**– In case of any delay in paying the rentals or charges, the Lessee shall bear theadjustment for inflation of the debt, late payment interest of one percent (1%) per month, and aten percent (10%) fine. In case of a lawsuit, the attorneys’ fees shall be twenty percent (20%),without prejudice to the payment of the court costs, to be borne by the Lessee.19 For the purposes of performing the judicial acts:a) The Lessee hereby declares that it is aware of, and authorizes any summons, legal notices ornotifications to be carried out according to the provisions of Law 8245/91;
 
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b) The Lessee grants to his/her respective sponsor an express power of attorney through thisagreement so that, on the Lessee’s behalf, the grantee is entitled to receive any summons,legal notices or notifications in connection with this agreement. 20 Since the Lessor is a legal entity, it undertakes to advise the Lessee on all and any changesin corporate composition and distribution of direction and management authority. In case itdoes not do so within fifteen (15) days from the performance of such acts, this shall mean acontractual infringement.In witness whereof, the parties hereto execute this agreement in three counterparts of equalcontent in the presence of two witnesses who also sign it.Santana do Parnaíba, June 28, 2005.*(sgd.) (illegible)*